VAN KAMPEN EQUITY TRUST II
N-1A/A, 1999-06-04
Previous: GREENMOUNTAIN COM CO, 8-A12G, 1999-06-04
Next: MUNIHOLDINGS INSURED FUND III INC, 8-A12B, 1999-06-04



<PAGE>   1


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999


                                                     REGISTRATION NOS. 333-75493

                                                                        811-9279
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A


<TABLE>
<S>                                                          <C>
REGISTRATION STATEMENT UNDER THE


SECURITIES ACT OF 1933                                           [X]


      PRE-EFFECTIVE AMENDMENT NO. 1                              [X]


      POST-EFFECTIVE AMENDMENT NO.                               [ ]
AND
REGISTRATION STATEMENT UNDER THE


INVESTMENT COMPANY ACT OF 1940                                   [X]


      AMENDMENT NO. 1                                            [X]
</TABLE>


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

                              A. THOMAS SMITH III
            EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          VAN KAMPEN INVESTMENTS INC.
                                1 PARKVIEW PLAZA
                                  PO BOX 5555
                     OAKBROOK TERRACE, ILLINOIS 60181-5555
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                             ---------------------

                                   COPIES TO:
                             WAYNE W. WHALEN, ESQ.
                              THOMAS A. HALE, ESQ.
                SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
                             333 WEST WACKER DRIVE
                            CHICAGO, ILLINOIS 60606
                                 (313) 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)
    [ ]  on (date) 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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

                                  VAN  KAMPEN
                                TECHNOLOGY  FUND

Van Kampen Technology Fund is a mutual fund with an investment objective of
capital appreciation. The Fund's management seeks to achieve the investment
objective by investing primarily in a portfolio of common stocks of companies
considered by the Fund's management to rely extensively on technology, science
or communications in their product development or operations.

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



                     This prospectus is dated  JUNE 4, 1999


                            [VAN KAMPEN FUNDS LOGO]
<PAGE>   3

                               TABLE OF CONTENTS


<TABLE>
<S>                                                 <C>
Risk/Return Summary................................   3
Fees and Expenses of the Fund......................   4
Investment Objective, Policies and Risks...........   5
Investment Advisory Services.......................   9
Purchase of Shares.................................  10
Redemption of Shares...............................  17
Distributions from the Fund........................  18
Shareholder Services...............................  19
Federal Income Taxation............................  20
</TABLE>


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 representation must not be relied upon
as having been authorized by the fund, the adviser, or the distributor. This
prospectus does not constitute an offer by the fund or by the 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.
<PAGE>   4

                              RISK/RETURN SUMMARY

                              INVESTMENT OBJECTIVE


The Fund is a mutual fund with an investment objective of capital appreciation.
Any ordinary income received from portfolio securities is entirely incidental to
the Fund's investment objective.


                             INVESTMENT STRATEGIES


The Fund's management seeks to achieve the investment objective by investing
primarily in a diversified portfolio of common stocks of companies which rely
extensively on technology, science or communications in their product
development or operations. Under normal market conditions, the Fund invests at
least 65% of the Fund's total assets in a portfolio of common stocks of
companies considered by the Fund's management to rely extensively on technology,
science or communications in their product development or operations. The Fund's
management uses a "bottom up" approach in stock selection focusing on those
companies that it believes have rising earnings expectations and rising
valuations. The Fund seeks growth companies with long-term capital appreciation
potential. The Fund generally sells securities when earnings expectations or
valuations flatten or decline. The Fund may invest in larger, more established
companies or in smaller or unseasoned companies. The Fund may invest up to 10%
of its total assets in securities of foreign issuers. The Fund may invest in
certain derivatives, such as options and futures, which may subject the Fund to
additional risks.


                                INVESTMENT RISKS


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



MARKET RISK. Market risk is the possibility that the market values of securities
owned by the Fund will decline. Market risk may affect a single issuer,
industry, sector of the economy, or the market as a whole. Investments in common
stocks generally are affected by changes in the stock markets, which fluctuate
substantially over time, sometimes suddenly and sharply. The Fund emphasizes a
"growth" style of investing. The market values of such securities may be more
volatile than other types of investments. The returns on "growth" securities may
or may not move in tandem with the returns on other styles of investing or the
overall stock markets. During an overall market decline, stock prices of smaller
or unseasoned companies often fluctuate more and may fall more than the prices
of larger, more established companies.



TECHNOLOGY-ORIENTED COMPANIES RISK. Common stocks of companies that rely
extensively on technology, science or communications in their product
development or operations may be more volatile than the overall stock market and
may or may not move in tandem with the overall stock market. Technology, science
and communications are rapidly changing fields, and stocks of these companies,
especially of smaller or unseasoned companies, may be subject to more abrupt or
erratic market movements than the stock market in general. There are significant
competitive pressures among technology-oriented companies and the products or
operations of such companies may become obsolete quickly. In addition, these
companies may have limited product lines, markets or financial resources and the
management of such companies may be more dependent upon one or a few key people.



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



RISKS OF USING DERIVATIVE INVESTMENTS. In general terms, a derivative investment
is one whose value depends on (or is derived from) the value of an underlying
asset, interest rate or index. Options and futures are examples of derivatives.
Such transactions involve risks different from the direct investment in
underlying securities such as 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 incur losses that
partially or completely offset gains in portfolio positions; risks that the
transactions may not be liquid; and manager risk.


MANAGER RISK. As with any managed fund, the Fund's management may not be
successful in selecting the

                                        3
<PAGE>   5

best-performing securities and the Fund's performance may lag behind that of
similar funds.

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

                                INVESTOR PROFILE

In light of its objective and investment strategies, the Fund may be appropriate
for investors who:


- - Seek capital appreciation over the long term.


- - Can withstand substantial volatility in the value of their shares of the Fund.


- - Wish to add to their personal investment portfolio a fund that invests
  primarily in common stocks of companies that rely extensively on technology,
  science or communications in their product development or operations.


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.

                               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.

                                SHAREHOLDER FEES

                   (fees paid directly from your investment)


<TABLE>
<CAPTION>
                       Class A     Class B        Class C
                       Shares      Shares         Shares
- ----------------------------------------------------------------
<S>                    <C>      <C>            <C>           <C>
Maximum sales charge
(load) imposed on
purchases (as a
percentage of
offering price)        5.75%(1)     None           None
 ................................................................
Maximum deferred
sales charge (load)
(as a percentage of
the lesser of
original purchase
price or redemption    None(2)    5.00%(3)       1.00%(4)
proceeds)
 ................................................................
Maximum sales charge
(load) imposed on
reinvested dividends
(as a percentage of     None        None           None
offering price)
 ................................................................
Redemption fees (as a
percentage of amount    None        None           None
redeemed)
 ................................................................
Exchange fee            None        None           None
 ................................................................
</TABLE>


(1) Reduced for purchases of $50,000 and over. See "Purchase of Shares -- Class
    A Shares."
(2) Investments of $1 million or more are not subject to any sales charge at the
    time of purchase, but a deferred sales charge of 1.00% may be imposed on
    certain redemptions made within one year of the purchase. See "Purchase of
    Shares -- Class A Shares."
(3) The maximum deferred sales charge is 5.00% in the first year after purchase
    and declining thereafter as follows:
                                     Year 1-5.00%
                                     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."

                                        4
<PAGE>   6

                                  ANNUAL FUND

                               OPERATING EXPENSES

                 (expenses that are deducted from Fund assets)


<TABLE>
<CAPTION>
                         Class A      Class B      Class C
                         Shares       Shares       Shares
- --------------------------------------------------------------
<S>                      <C>          <C>          <C>     <C>
Management Fees           0.90%        0.90%        0.90%
 ..............................................................
Distribution and/or       0.25%       1.00%(2)     1.00%(2)
Service (12b-1)
Fees(1)
 ..............................................................
Other Expenses(3)         0.27%        0.27%        0.27%
 ..............................................................
Total Annual Fund         1.42%        2.17%        2.17%
Operating Expenses
 ..............................................................
</TABLE>


(1) Class A Shares are subject to an annual 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."
(2) Because Distribution and/or Service (12b-1) Fees are paid out of the Fund's
    assets on an ongoing basis, over time these fees will increase the cost of
    your investment and may cost you more than paying other types of sales
    charges.

(3) "Other Expenses" have been estimated for the Fund's current fiscal year.


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% annual 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:



<TABLE>
<CAPTION>
                                  One       Three
                                  Year      Years
- -----------------------------------------------------
<S>                               <C>       <C>   <C>
Class A Shares                    $711       $999
 .....................................................
Class B Shares                    $720       $979
 .....................................................
Class C Shares                    $320        679
 .....................................................
</TABLE>


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


<TABLE>
<CAPTION>
                                  One       Three
                                  Year      Years
- -----------------------------------------------------
<S>                               <C>       <C>   <C>
Class A Shares                    $711       $999
 .....................................................
Class B Shares                    $220       $679
 .....................................................
Class C Shares                    $220       $679
 .....................................................
</TABLE>






                             INVESTMENT OBJECTIVE,


                               POLICIES AND RISKS



The Fund's investment objective is to seek capital appreciation. Any ordinary
income received from the investment of portfolio securities is entirely
incidental to the Fund's investment objective. The Fund's investment objective
may be changed by the Fund's Board of Trustees without shareholder approval, but
no change is anticipated. If there is a change in the investment objective of
the Fund, shareholders should consider whether the Fund remains an appropriate
investment in light of their then current financial positions and needs. There
are risks inherent in all investments in securities; accordingly, there can be
no assurance that the Fund will achieve its investment objective.



The Fund's investment adviser seeks to achieve the investment objective by
investing primarily in a diversified portfolio of common stocks of companies
which rely extensively on technology, science or communications in their product
development or operations. Under normal conditions, the Fund will invest at
least 65% of the Fund's total assets in a portfolio of common stocks of
companies considered by the Fund's investment adviser to rely extensively on
technology, science and communications in their product development or
operations. As of the date of this prospectus, industries likely to be
represented in the Fund's portfolio include, but are not limited to, computers
and peripheral products, computer software, electronic components and systems,
e-commerce, telecommunications, media, cable and information services,
pharmaceuticals, hospital supply and medical devices, biotechnology,
environmental services, and defense and aerospace. Investments may also include
companies that should benefit from technological, scientific or communication
advances even if they are not directly involved in the research


                                        5
<PAGE>   7


and development of such products or services. Investments in such companies may
offer greater opportunities for capital growth but also may involve special
risks. The securities of such companies, especially those of smaller or
unseasoned companies, may be subject to more abrupt or erratic market movements
because technology, science and communications are rapidly changing fields,
there are significant competitive pressures among technology-oriented companies
and the products or operations of such companies may become obsolete quickly.
The Fund may invest in securities that have above average volatility of price
movement. Because prices of common stocks and other securities fluctuate, the
value of an investment in the Fund will vary based upon the Fund's investment
performance.


The Fund invests primarily in common stocks. Common stocks are shares of a
corporation or other entity that entitle the holder to a pro rata share of the
profits of the corporation, if any, without preference over any other class of
securities, including such entity's debt securities, preferred stock and other
senior equity securities. Common stock usually carries with it the right to vote
and frequently an exclusive right to do so.


While the Fund invests primarily in common stocks, the Fund may invest in
preferred stocks and securities convertible into common and preferred stocks.
Preferred stock generally has a preference as to dividends and liquidation over
an issuer's common stock but ranks junior to debt securities in an issuer's
capital structure. Unlike interest payments on debt securities, preferred stock
dividends are payable only if declared by the issuer's board of directors.
Preferred stock also may be subject to optional or mandatory redemption
provisions. 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 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.



The Fund's primary approach is to seek what the Fund's investment adviser
believes to be unusually attractive growth opportunities on an individual
company basis. The Fund's investment adviser uses a "bottom-up" disciplined
style of investing. The Fund's investment adviser relies on its research
capabilities and company/analyst meetings in reviewing companies. The Fund
focuses on those companies that exhibit rising earnings expectations and rising
valuations. In selecting securities for investment, the Fund generally seeks
companies that appear to be positioned to produce an attractive level of future
earnings through the development of new products, services or markets or as a
result of changing markets or industry conditions. The Fund's investment adviser
expects that many of the companies in which the Fund invests will, at the time
of investment, be experiencing high rates of earnings growth. The securities of
such companies may trade at higher prices to earnings ratios relative to more
established companies and rates of earnings growth may be volatile.



The companies and industries in which the Fund invests will change over time
depending on the Fund's investment adviser's assessment of the companies
reliance on technology, science or communications in their product development
or operations and growth opportunities. Although the Fund will limit its
investments to 25% of its net assets in any single industry, a significant
portion of the Fund's assets may be invested in securities of companies in the
same market sector of the economy (for example, pharmaceuticals, hospital supply
and medical devices, and biotechnology may, at times, be similarly affected by
factors related to the health care or health care-related sectors of the
economy). This may occur, for example, when the Fund's investment adviser
believes that several companies in the same sector each offer unusually
attractive growth opportunities. To the extent that the Fund invests a
significant portion of its assets in a limited number of market sectors, the
Fund will be more susceptible to economic, political, regulatory and other
factors influencing such sectors.


                                        6
<PAGE>   8


The Fund may invest in securities involving special situations, such as initial
public offerings, companies with new management or management reliant on one or
a few key people, special products and techniques, limited or cyclical products
lines, markets or resources or unusual developments, such as mergers,
liquidations, bankruptcies or leveraged buyouts. Investments in smaller or
unseasoned companies or companies with special situations often involve much
greater risks than are inherent in other types of investments, because
securities of such companies may be more likely to experience unexpected
fluctuations in price.



The Fund may dispose of a security whenever, in the opinion of the Fund's
investment adviser, factors indicate it is desirable to do so. The Fund
generally sells securities when earnings expectations or valuations flatten or
decline. Other factors may include changes in the company's fundamentals or
relative market performance or appreciation possibilities offered by individual
securities, a change in the market trend or other factors affecting an
individual security, a change in economic or market factors in general or with
respect to a particular industry, and other circumstances bearing on the
desirability of a given investment. In addition, if an individual stock position
appreciates to a point where it begins to account for a larger percentage of the
Fund's assets, the Fund's investment adviser may sell a portion of the position
held.



                             RISKS OF INVESTING IN


                         SECURITIES OF FOREIGN ISSUERS


The Fund may invest up to 10% of its total assets in securities of foreign
issuers. Such securities may be denominated in U.S. dollars or in currencies
other than U.S. dollars. Investments in foreign securities present certain risks
not ordinarily associated with investments in securities of U.S. issuers. These
risks include fluctuations in foreign exchange rates, political and economic
developments (including war or other instability, expropriation of assets,
nationalization and confiscatory taxation), the imposition of foreign exchange
limitations, withholding taxes on income or capital transactions or other
restrictions, higher transaction costs and difficulty in taking judicial action.
In addition, there generally is less publicly available information about many
foreign issuers, and auditing, accounting and financial reporting requirements
are less stringent and less uniform in many foreign countries. Such securities
may be less liquid than the securities of domestic issuers. Such securities may
also be subject to greater fluctuations in price than securities of domestic
issuers. There is generally less government regulation of stock exchanges,
brokers and listed companies abroad than in the U. S., 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 exchanges, brokers and dealers than there is in the U.S., the Fund
may experience settlement difficulties or delays not usually encountered in the
U.S. The risks of foreign investments should be considered carefully by an
investor in the Fund.


                        USING OPTIONS, FUTURES CONTRACTS

                              AND RELATED OPTIONS


The Fund may, but is not required to, use various investment strategies,
including options, futures contracts and options on futures contracts, depending
upon the status of the Fund's portfolio and the investment adviser's
expectations concerning the securities markets.


In times of stable or rising stock prices, the Fund generally seeks to be fully
invested in equity securities. Even when the Fund is fully invested, however,
prudent management requires that at least a small portion of assets be available
as cash to honor redemption requests and for other short-term needs. The Fund
may also have cash on hand that has not yet been invested. The portion of the
Fund's assets that is invested in cash or cash equivalents does not fluctuate
with stock market prices, so that, in times of rising market prices, the Fund
may underperform the market in proportion to the amount of cash or cash
equivalents in its portfolio. By purchasing stock index futures contracts,
however, the Fund can compensate for the cash portion of its assets and may
obtain performance equivalent to investing 100% of its assets in equity
securities.

If the Fund's investment adviser forecasts a market decline, the Fund may seek
to reduce its exposure to the securities markets by increasing its cash
position. By selling stock index futures contracts instead of portfolio
securities, a similar result can be achieved to the extent that the performance
of the futures contracts correlates to the performance of the Fund's portfolio
securities. Sales of futures contracts frequently may be accomplished more
rapidly and at less cost than the actual sale of securities. Once the

                                        7
<PAGE>   9

desired hedged position has been effected, the Fund could then liquidate
securities in a more deliberate manner, reducing its futures position
simultaneously to maintain the desired balance, or it could maintain the hedged
position.

As an alternative to stock index futures contracts, the Fund can engage in stock
index options (or stock index futures options) to manage the portfolio's risk in
advancing or declining markets. For example, the value of a put option generally
increases as the underlying security declines below a specified level, value is
protected against a market decline to the degree the performance of the put
correlates with the performance of the Fund's investment portfolio. If the
market remains stable or advances, the Fund can refrain from exercising the put
and its portfolio will participate in the advance, having incurred only the
premium cost for the put.

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


In certain cases, the options and futures markets provide investment or risk
management opportunities that are not available from direct investments in
securities. In addition, some strategies can be performed with greater ease and
at lower cost by utilizing the options and futures markets rather than
purchasing or selling portfolio securities. However, such transactions involve
risks different from the direct investment in underlying securities. For
example, there may be imperfect correlation between the value of the instruments
and the underlying assets. In addition, the use of such instruments includes the
risks of default by the other party to certain transactions. The Fund may incur
losses in using these instruments that partially or completely offset gains in
portfolio position. These transactions may not be liquid and involve manager
risk. In addition, such transactions may involve commissions and other costs,
which may increase the Fund's expenses and reduce its return. A more complete
discussion of options, futures contracts and related options and their risks is
contained in the Fund's Statement of Additional Information which can be
obtained by investors free of charge as described on the back cover of this
prospectus.


                       OTHER INVESTMENTS AND RISK FACTORS

For cash management purposes, the Fund may engage in repurchase agreements with
banks and broker-dealers 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 up to 15% of the Fund's 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 Statement of
Additional Information.



Although the Fund does not intend to engage in substantial short-term trading,
it may sell securities without regard to the length of time they have been held
in order to take advantage of new investment opportunities or when the Fund's
investment adviser believes the potential for capital appreciation has lessened
or otherwise. The portfolio turnover rate may be expected to vary from year to
year. A high portfolio turnover rate (100% or more) increases the Fund's
transactions costs, including brokerage commissions or dealer costs, and may
result in the realization of more short-term capital gains than if the Fund had
lower portfolio turnover. Increases in the Fund's transactions costs would
impact the Fund's performance. The turnover rate will not be a limiting factor,
however, if the Fund's investment adviser considers portfolio changes
appropriate.



TEMPORARY DEFENSIVE STRATEGY. When market conditions dictate a more "defensive"
investment strategy, the Fund may invest on a temporary basis 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, and repurchase agreements. Under normal market
conditions, the potential for capital appreciation on these securities will tend
to be lower than the potential for capital appreciation on other securities that
may be owned by the Fund. The effect of taking such a defensive position may be
that the Fund does not achieve its investment objective.


                                        8
<PAGE>   10

YEAR 2000 RISKS. Like other mutual funds, financial and business organizations
and individuals around the world, the Fund could be adversely affected if the
computer systems used by the Fund's investment adviser and other service
providers do not properly process and calculate date-related information and
data from and after January 1, 2000. This is commonly known as the "Year 2000
Problem." The Fund's investment adviser is taking steps that it believes are
reasonably designed to address the Year 2000 Problem with respect to computer
systems that it uses and to obtain reasonable assurances that comparable steps
are being taken by the Fund's other major service providers. At this time, there
can be no assurances that these steps will be sufficient to avoid any adverse
impact to the Fund. In addition, the Year 2000 Problem may adversely affect the
markets and the issuers of securities in which the Fund may invest which, in
turn, may adversely affect the net asset value of the Fund. Improperly
functioning trading systems may result in settlement problems and liquidity
issues. In addition, corporate and governmental data processing errors may
result in production problems for individual companies or issuers and overall
economic uncertainty. Earnings of individual issuers will be affected by
remediation costs, which may be substantial and may be reported inconsistently
in U.S. and foreign financial statements. Accordingly, the Fund's investments
may be adversely affected. The statements above are subject to the Year 2000
Information and Readiness Disclosure Act which Act may limit the legal rights
regarding the use of such statements in the case of a dispute.

                          INVESTMENT ADVISORY SERVICES

THE ADVISER. Van Kampen Asset Management Inc. is the Fund's investment adviser
(the "Adviser" or "Asset Management"). The Adviser is a wholly owned subsidiary
of Van Kampen Investments Inc. ("Van Kampen Investments"). Van Kampen
Investments is a diversified asset management company with more than two million
retail investor accounts, extensive capabilities for managing institutional
portfolios, and more than $75 billion under management or supervision. Van
Kampen Investments' more than 50 open-end and 39 closed-end funds and more than
2,500 unit investment trusts are professionally distributed by leading financial
advisers nationwide. Van Kampen Funds Inc., the distributor of the Fund (the
"Distributor") and the sponsor of the funds mentioned above, is also a wholly
owned subsidiary of Van Kampen Investments. Van Kampen Investments is an
indirect wholly owned subsidiary of Morgan Stanley Dean Witter & Co. The
Adviser's principal office is located at 1 Parkview Plaza, PO Box 5555, Oakbrook
Terrace, Illinois 60181-5555.

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


<TABLE>
<CAPTION>
    Average Daily Net Assets         % Per Annum
- ------------------------------------------------------
<S> <C>                             <C>            <C>
    First $500 million              0.900 of 1.00%
 ......................................................
    Next $500 million               0.850 of 1.00%
 ......................................................
    Over $1 billion or
    thereafter                      0.800 of 1.00%
 ......................................................
</TABLE>



Under the Advisory Agreement, the Adviser furnishes offices, necessary
facilities and equipment, provides administrative services, and permits its
officers and employees to serve without compensation as trustees of the Trust or
officers of the Fund if elected to such positions. The Fund pays all charges and
expenses of its day-to-day operations, including the compensation of trustees of
the Trust (other than those who are affiliated persons of the Adviser,
Distributor or Van Kampen Investments), the charges and expenses of legal
counsel and independent accountants, distribution fees, service fees, custodian
fees, the costs of providing reports to shareholders, and all other ordinary
business expenses not specifically assumed by the Adviser.


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

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

                                        9
<PAGE>   11

PERSONAL INVESTMENT POLICIES. The Fund and the Adviser have adopted Codes of
Ethics designed to recognize the fiduciary relationship between the Fund and the
Adviser and its employees. The Codes of Ethics permit directors, trustees,
officers and employees to buy and sell securities for their personal accounts
subject to certain restrictions. Persons with access to certain sensitive
information are subject to pre-clearance and other procedures designed to
prevent conflicts of interest.


PORTFOLIO MANAGEMENT. The Fund is managed by a management team headed by Gary M.
Lewis, Senior Portfolio Manager. Mr. Lewis has been Senior Vice President of the
Adviser since October 1995 and Advisory Corp. since June 1995. Prior to that
time, Mr. Lewis was Vice President--Portfolio Manager of the Adviser. Portfolio
Managers Dudley Brickhouse, David Walker and Janet Luby are responsible as
co-managers for the day-to-day management of the Fund's investment portfolio.
Mr. Brickhouse, a Portfolio Manager and Vice President of the Adviser and
Advisory Corp. since January 1999, was an Associate Portfolio Manager of the
Adviser and Advisory Corp. since September 1997. Prior to September 1997, Mr.
Brickhouse was with NationsBank Investment Management. Mr. Walker, a Portfolio
Manager and Vice President of the Adviser and Advisory Corp. since January 1999,
was an Assistant Vice President of the Adviser and Advisory Corp. since June
1995. Prior to June 1995, Mr. Walker was a Quantitative Analyst of the Adviser.
Ms. Luby, a Portfolio Manager and Vice President of the Adviser and Advisory
Corp. since January 1999, was an Assistant Vice President of the Adviser and
Advisory Corp. since January 1997. Prior to January 1997, Ms. Luby was an
Associate Portfolio Manager of the Adviser. Prior to July 1995, Ms. Luby was
with AIM Capital Management, Inc.


                               PURCHASE OF SHARES

                            INITIAL OFFERING PERIOD


Shares of the Fund will be offered during the initial offering period through
Van Kampen Funds Inc. (the "Distributor"), as principal underwriter, and through
selected brokers and dealers. The offering price during the initial offering
period is $10.00 per share plus a sales charge which, at the option of the
investor, may be imposed (i) at the time of purchase (the "Class A Shares") or
(ii) on a contingent deferred basis (the "Class B Shares" and "Class C Shares"),
as described below. During the initial offering period, Class A Shares will be
offered at $10.61 per share on investments of less than $50,000, inclusive of
sales charge (which sales charge is reduced on investments of $50,000 or more),
and Class B Shares and Class C Shares will be offered at $10.00 per share.



The initial offering period will terminate at 4:00 p.m. Eastern time on July 23,
1999, although such initial offering period may be extended for up to an
additional 30 days upon agreement between the Fund and the Distributor. It is
anticipated that shares subscribed for during the initial offering period will
be delivered by the Fund against payment therefore on the third business day
after termination of the initial offering period and that the Fund will then
commence investment operations. Payment for shares subscribed for during the
initial offering period will not be accepted by the Fund prior to the date on
which shares are delivered in consideration for such payment. Investors wishing
to purchase shares in the initial offering period should contact their
securities broker or dealer. The initial offering may be terminated by the Fund
or the Distributor at any time, in which event no shares will be issued pursuant
to this Prospectus and the Fund will not commence investment operations. Prior
to completion of the initial offering period, the Distributor will be the sole
shareholder of the Fund.


Shortly after the termination of the initial offering period, the Fund expects
to commence a continuous public offering of the shares through the Distributor
and through selected brokers, dealers and financial intermediaries. The offering
price during the continuous offering is the net asset value per share next
determined following receipt of an order plus a sales charge which, at the
option of the investor, may be imposed (i) at the time of purchase (Class A
Shares) or (ii) on a contingent deferred basis (Class B Shares and Class C
Shares), as described below. The Fund reserves the right to suspend or terminate
the continuous public offering at any time and without prior notice.

                                    GENERAL

The Fund offers three classes of shares designated as Class A Shares, Class B
Shares and Class C Shares. By offering three classes of shares, the Fund permits
each investor to choose the class of shares that is most

                                       10
<PAGE>   12

beneficial given the amount to be invested and the length of time the investor
expects to hold the shares.


Initial investments must be at least $1,000 for each class of shares, and
subsequent investments must be at least $25 for each class of shares. Both
minimums may be waived by the Distributor for plans involving periodic
investments.


Each class of shares 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 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) generally, each
class of shares has exclusive voting rights with respect to approvals of the
Rule 12b-1 distribution plan (described below) pursuant to which its
distribution fee 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.

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


The net asset value per share for each class of shares of the Fund is determined
once daily as of the close of trading on the New York Stock Exchange (the
"Exchange") (currently 4:00 p.m., New York time) each day the Exchange is open
for trading except on any day in 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 reserves the right to calculate net asset value per share and
adjust the offering price more frequently than once a day 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 (i) valuing securities listed or traded on a national
securities exchange at the last reported sale price, or if there has been no
sale that day, at the mean between the last reported bid and asked prices, (ii)
valuing over-the-counter securities at the mean between the last reported bid
and asked prices available from the National Association of Securities Dealers
Automated Quotations ("NASDAQ") and (iii) valuing any securities for which
market quotations are not readily available and any other assets at fair value
as determined in good faith by the Adviser in accordance with procedures
established by the Board of Trustees. Short-term securities are valued in the
manner described in the notes to the financial statements included in the Fund's
Statement of Additional Information.


The Fund has adopted a distribution plan (the "Distribution Plan") with respect
to each class of its 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 class of its shares. The
Distribution Plan and the Service Plan provide that the Fund may pay
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 class.


The amount of distribution 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 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 rules of the
National Association of Securities Dealers, Inc. ("NASD"). The net income
attributable to a class of shares and the dividends payable on such class of
shares will be reduced by the amount of the distribution fees and other expenses
associated with such class of shares. To assist investors in comparing classes
of shares, the tables under the heading "Fees and Expenses of the Fund" provide
a


                                       11
<PAGE>   13


summary of sales charges and expenses of the Fund and an example of the sales
charges and expenses applicable to each class of shares.



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


Shares may be purchased on any business day by completing the application
accompanying this prospectus and forwarding the application, directly or through
an authorized dealer, to the Fund's shareholder service agent, Van Kampen
Investor Services Inc. ("Investor Services"), a wholly owned subsidiary of Van
Kampen Investments. When purchasing shares of the Fund, investors must specify
whether the purchase is for Class A Shares, Class B Shares or Class C Shares.
Sales personnel of authorized dealers distributing the Fund's shares are
entitled to receive compensation for selling such shares and may receive
differing compensation for selling Class A Shares, Class B Shares or Class C
Shares.


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



The Fund and the Distributor reserve the right to refuse any order for the
purchase of shares. The Fund also reserves the right to suspend the sale of the
Fund's shares in response to conditions in the securities markets or for other
reasons. Shares of the Fund may be sold in foreign countries where permissible.


Investor accounts will automatically be credited with additional shares of the
Fund after any Fund distributions, such as dividends and capital gains
distributions, unless the investor instructs the Fund otherwise. Investors
wishing to receive cash instead of additional shares should contact the Fund at
(800) 341-2911 or by writing to the Fund, c/o Van Kampen Investors Services
Inc., PO Box 418256, Kansas City, MO 64141-9256.

                                 CLASS A SHARES

Class A Shares of the Fund are sold at net asset value plus an initial maximum
sales charge of up to 5.75% of the offering price (or 6.10% of the net amount
invested), reduced on investments of $50,000 or more as follows:

                                 CLASS A SHARES

                             SALES CHARGE SCHEDULE

<TABLE>
<CAPTION>
                              As % of        As % of
           Size of            Offering      Net Amount
          Investment           Price         Invested
- ----------------------------------------------------------
<S> <C>                       <C>           <C>        <C>
    Less than $50,000          5.75%          6.10%
 ..........................................................
    $50,000 but 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           *              *
 ..........................................................
</TABLE>

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


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


The Fund may spend an aggregate amount up to 0.25% per year of the average daily
net assets attributable to the Class A Shares of the Fund pursuant to the
Distribution Plan and Service Plan. From such amount, the Fund may spend up to
0.25% per year of the Fund's average daily net assets attributable to the Class
A Shares pursuant to the Service Plan in connection with the ongoing provision
of services to holders of such shares by the

                                       12
<PAGE>   14

Distributor and by brokers, dealers or financial intermediaries and in
connection with the maintenance of such shareholders' accounts.

                                 CLASS B SHARES

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

                                 CLASS B SHARES

                             SALES CHARGE SCHEDULE

<TABLE>
<CAPTION>
                         Contingent Deferred
                            Sales Charge
                         as a Percentage of
                            Dollar Amount
    Year Since Purchase   Subject to Charge
- ------------------------------------------------
<S> <C>                  <C>                 <C>
    First                       5.00%
 ................................................
    Second                      4.00%
 ................................................
    Third                       3.00%
 ................................................
    Fourth                      2.50%
 ................................................
    Fifth                       1.50%
 ................................................
    Sixth and After             None
 ................................................
</TABLE>

The contingent deferred sales charge is assessed on an amount equal to the
lesser of the then current market value or the cost of the shares being
redeemed. Accordingly, no sales charge is imposed on increases in net asset
value above the initial purchase price. In addition, no sales charge is assessed
on shares derived from reinvestment of dividends or capital gains distributions.
It is presently the policy of the Distributor not to accept any order for Class
B Shares in an amount of $500,000 or more because it ordinarily will be more
advantageous for an investor making such an investment to purchase Class A
Shares.

The amount of the contingent deferred sales charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B Shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares, all
payments during a month are aggregated and deemed to have been made on the last
day of the month.

In determining whether a contingent deferred sales charge is applicable to a
redemption, it is assumed that the redemption is first of any shares in the
shareholder's Fund account that are not subject to a contingent deferred sales
charge and then of shares held the longest in the shareholder's account.

The Fund may spend up to 0.75% per year of the average daily net assets
attributable to the Class B Shares of the Fund pursuant to the Distribution
Plan. In addition, the Fund may spend up to 0.25% per year of the Fund's average
daily net assets attributable to the Class B Shares pursuant to the Service Plan
in connection with the ongoing provision of services to holders of such shares
by the Distributor and by brokers, dealers or financial intermediaries and in
connection with the maintenance of such shareholders' accounts.

                                 CLASS C SHARES

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

The contingent deferred sales charge is assessed on an amount equal to the
lesser of the then current market value or the cost of the shares being
redeemed. Accordingly, no sales charge is imposed on increases in net asset
value above the initial purchase price. In addition, no sales charge is assessed
on shares derived from reinvestment of dividends or capital gains distributions.
It is presently the policy of the Distributor not to accept any order for Class
C Shares in an amount of $1 million or more because it ordinarily will be more
advantageous for an investor making such an investment to purchase Class A
Shares.

In determining whether a contingent deferred sales charge is applicable to a
redemption, it is assumed that the redemption is first of any shares in the
shareholder's Fund account that are not subject to a contingent deferred sales
charge and then of shares held the longest in the shareholder's account.

The Fund may spend up to 0.75% per year of the average daily net assets
attributable to the Class C Shares of the Fund pursuant to the Distribution
Plan. In addition, the Fund may spend up to 0.25% per year of the Fund's average
daily net assets attributable to the Class C Shares pursuant to the Service Plan
in connection with the ongoing provision of services to holders of such shares
by the Distributor and by brokers, dealers or financial intermediaries and in
connection with the maintenance of such shareholders' accounts.

                                       13
<PAGE>   15

                               CONVERSION FEATURE


Class B Shares and any dividend reinvestment plan Class B shares received 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 value per share, without the
imposition of any sales load, fee or other charge. The conversion schedule
applicable to a share of the Fund acquired through the exchange privilege from
another Van Kampen fund participating in the exchange program is determined by
reference to the Van Kampen fund from which such share was originally purchased.


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

                   WAIVER OF CONTINGENT DEFERRED SALES CHARGE

The contingent deferred sales charge is waived on redemptions of Class B Shares
and Class C Shares (i) within one year following the death or disability (as
disability is defined by federal income tax law) of a shareholder, (ii) in
connection with required minimum distributions from an individual retirement
account ("IRA") or certain other retirement plan distributions, (iii) pursuant
to the Fund's systematic withdrawal plan but limited to 12% annually of the
initial value of the account, (iv) in circumstances under which no commission or
transaction fee is paid to authorized dealers at the time of purchase of such
shares and (v) effected pursuant to the right of the Fund to involuntarily
liquidate a shareholder's account as described under the heading "Redemption of
Shares." The contingent deferred sales charge also is waived on redemptions of
Class C Shares as it relates to the reinvestment of redemption proceeds in
shares of the same class of the Fund within 180 days after redemption. For a
more complete description of contingent deferred sales charge waivers, please
refer to the Fund's Statement of Additional Information or contact your
authorized dealer.

                               QUANTITY DISCOUNTS

Investors purchasing Class A Shares may, under certain circumstances described
below, be entitled to pay reduced sales charges. Investors, or their authorized
dealers, must notify the Fund at the time of the purchase order whenever a
quantity discount is applicable to purchases. Upon such notification, an
investor will receive the lowest applicable sales charge. Quantity discounts may
be modified or terminated at any time. For more information about quantity
discounts, investors should contact their authorized dealer or the Distributor.

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

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

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

CUMULATIVE PURCHASE DISCOUNT.  The size of investment shown in the Class A
Shares sales charge table may also be determined by combining the amount being
invested in shares of the Participating Funds plus the current offering price of
all shares of the Participating Funds which have been previously purchased and
are still owned.

LETTER OF INTENT.  A Letter of Intent provides an opportunity for an investor to
obtain a reduced sales charge by aggregating the investments over a 13-month
period to determine the sales charge as outlined in the Class A Shares sales
charge table. The size of investment shown in the Class A Shares sales charge
table includes purchases of shares of the Participating Funds over a 13-month
period based on the total amount of intended purchases plus the value of all
shares of the Participating Funds previously purchased and still owned. An
investor

                                       14
<PAGE>   16


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 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 time of the expiration of the Letter of Intent to give effect to the lower
charge. Such adjustment in sales charge will be used to purchase additional
shares for the shareholder at the applicable discount category. 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.


                            OTHER PURCHASE PROGRAMS

Purchasers of Class A Shares may be entitled to reduced initial sales charges in
connection with the unit investment trust reinvestment program and purchases by
registered representatives of selling firms or purchases by persons affiliated
with the Fund or the Distributor. The Fund reserves the right to modify or
terminate these arrangements at any time.

UNIT INVESTMENT TRUST REINVESTMENT PROGRAM.  The Fund permits unitholders of
unit investment trusts to reinvest distributions from such trusts in Class A
Shares of the Fund at net asset value per share and with no minimum initial or
subsequent investment requirement, if the administrator of an investor's unit
investment trust program meets certain uniform criteria relating to cost savings
by the Fund and the Distributor. The total sales charge for all other
investments made from unit trust distributions will be 1.00% of the offering
price (1.01% of net asset value). Of this amount, the Distributor will pay to
the authorized dealer, if any, through which such participation in the
qualifying program was initiated 0.50% of the offering price as a dealer
concession or agency commission. Persons desiring more information with respect
to this program, including the terms and conditions that apply to the program,
should contact their authorized dealer or the Distributor.

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

As further requirements for obtaining these special benefits, the Fund also
requires that all dividends and other distributions by the Fund be reinvested in
additional shares without any systematic withdrawal program. There will be no
minimum for reinvestments from unit investment trusts. The Fund will send
account activity statements to such participants on a quarterly basis only, even
if their investments are made more frequently. The Fund reserves the right to
modify or terminate this program at any time.


NET ASSET VALUE PURCHASE OPTIONS.  Class A Shares of the Fund may be purchased
at net asset value, upon written assurance that the purchase is made for
investment purposes and that such 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
    Dean Witter & Co. and any of its subsidiaries and such persons' families and
    their beneficial accounts.


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

(3) Directors, officers, employees and, when permitted, registered
    representatives, of financial institutions that have a selling group
    agreement with the Distributor and their spouses and children under 21 years
    of age when purchasing for any accounts they beneficially own, or, in the
    case of any such financial institution, when purchasing for retirement plans
    for such

                                       15
<PAGE>   17

institution's employees; provided that such purchases are otherwise permitted by
such institutions.

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

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

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

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


(8) Trusts created under pension, profit sharing or other employee benefit plans
    qualified under Section 401(a) of the Internal Revenue Code of 1986, as
    amended (the "Code"), or custodial accounts held by a bank created pursuant
    to Section 403(b) of the Code and sponsored by nonprofit organizations
    defined under Section 501(c)(3) of the Code and assets held by an employer
    or trustee in connection with an eligible deferred compensation plan under
    Section 457 of the Code. Such plans will qualify for purchases at net asset
    value provided, for plans initially establishing accounts with the
    Distributor in the Participating Funds after February 1, 1997, that (1) the
    initial amount invested in the Participating Funds is at least $500,000 or
    (2) such shares are purchased by an employer sponsored plan with more than
    100 eligible employees. Such plans that have been established with a
    Participating Fund or have received proposals from the Distributor prior to
    February 1, 1997 based on net asset value purchase privileges previously in
    effect will be qualified to purchase shares of the Participating Funds at
    net asset value for accounts established on or before May 1, 1997. Section
    403(b) and similar accounts for which Van Kampen Trust Company serves as
    custodian will not be eligible for net asset value purchases based on the
    aggregate investment made by the plan or the number of eligible employees,
    except under certain uniform criteria established by the Distributor from
    time to time. Prior to February 1, 1997, a commission will be paid to
    authorized dealers who initiate and are responsible for such purchases
    within a rolling twelve-month period as follows: 1.00% on sales to $5
    million, plus 0.50% on the next $5 million, plus 0.25% on the excess over
    $10 million. For purchases on February 1, 1997 and thereafter, a commission
    will be paid as follows: 1.00% on sales to $2 million, plus 0.80% on the
    next $1 million, plus 0.50% on the next $47 million, plus 0.25% on the
    excess over $50 million.


(9) Individuals who are members of a "qualified group." For this purpose, a
    qualified group is one which (i) has been in existence for more than six
    months, (ii) has a purpose other than to acquire shares of the Fund or
    similar investments, (iii) has given and continues to give its endorsement
    or authorization, on behalf of the group, for purchase of shares of the Fund
    and Participating Funds, (iv) has a membership that the authorized dealer
    can certify as to the group's members and (v) satisfies other uniform
    criteria established by the Distributor for the purpose of realizing
    economies of scale in distributing such shares. A qualified group does not
    include one whose sole organizational nexus, for example, is that its
    participants are credit card holders of the same institution, policy holders
    of an insurance company, customers of a bank or broker-dealer, clients of an
    investment adviser or other similar groups. Shares purchased in each group's
    participants account in connection with this privilege will be subject to a
    contingent deferred sales charge of 1.00% in the event of redemption within
    one year of purchase, and a commission will be paid to authorized dealers
    who initiate and are responsible for such

                                       16
<PAGE>   18

    sales to each individual as follows: 1.00% on sales to $2 million, plus
    0.80% on the next $1 million and 0.50% on the excess over $3 million.

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

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, 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 on
purchases made as described in (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.

                                 REDEMPTION OF
                                     SHARES

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


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 request and any other necessary documents in
proper order. 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. If the shares to be redeemed have been recently purchased by check,
Investor Services may delay the payment of redemption proceeds until it confirms
the purchase check has cleared, which may take up to 15 days. A taxable gain or
loss will be recognized by the shareholder upon redemption of shares.


WRITTEN REDEMPTION REQUESTS. Shareholders may request a redemption of shares by
written request in proper form sent directly to Van Kampen Investor Services
Inc., PO Box 418256, Kansas City, MO 64141-9256. The request for redemption
should indicate the number of shares to be redeemed, 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. Signatures must
conform exactly to the account registration. If the proceeds of the redemption
exceed $50,000, 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 30
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,
registered securities association or 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. In some cases, however,
other documents may be necessary. In the case of shareholders holding
certificates, the certificates for the shares being redeemed properly endorsed
for transfer must accompany the redemption request. In the event the redemption
is requested by a corporation, partnership, trust, fiduciary, executor or
administrator, and the name and title of the individual(s) authorizing such
redemption is not shown in the account registration, a copy of the corporate
resolution or other legal documentation appointing the authorized signer and
certified within the prior 120 days must accompany the redemption request. IRA
redemption requests should be sent to the IRA custodian to be forwarded to
Investor Services. Contact the IRA custodian 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.

                                       17
<PAGE>   19

AUTHORIZED DEALER REDEMPTION REQUESTS. Shareholders may place redemption
requests through an authorized dealer. Orders sent through authorized dealers
must be at least $500 (unless transmitted by your authorized dealer via the
FUNDSERV network). The redemption price for such shares is the net asset value
per share next calculated after an order in proper form is received by an
authorized dealer provided such order is transmitted to the Distributor prior to
the Distributor's close of business on such day. It is the responsibility of
authorized dealers to transmit redemption requests received by them to the
Distributor so they will be received prior to such time. Redemptions completed
through an authorized dealer may involve additional fees charged by the dealer.

TELEPHONE REDEMPTION REQUESTS. The Fund permits redemption of shares by
telephone and for redemption proceeds to be sent to the address of record for
the account or to the bank account of record as described below. To establish
such privilege, a shareholder must complete the appropriate section of the
application form accompanying this prospectus or call the Fund at (800) 341-2911
to request that a copy of the Telephone Redemption Authorization form be sent to
them for completion. To redeem shares, contact the telephone transaction line at
(800) 421-5684. Van Kampen Investments, 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,
neither Van Kampen Investments, Investor Services nor the Fund will be liable
for following telephone instructions which it reasonably believes to be genuine.
Telephone redemptions may not be available if the shareholder cannot reach
Investor Services by telephone, whether because all telephone lines are busy or
for any other reason; in such case, a shareholder would have to use the Fund's
other redemption procedure previously described. Requests received by Investor
Services prior to 4:00 p.m., New York time, will be processed at the next
determined net asset value per share. These privileges are available for all
accounts other than retirement accounts or accounts with shares represented by
certificates. If an account has multiple owners, Investor Services may rely on
the instructions of any one owner.

For redemptions authorized by telephone, amounts of $50,000 or less may be
redeemed daily if the proceeds are to be paid by check and amounts of at least
$1,000 up to $1 million may be redeemed daily if the proceeds are to be paid by
wire. The proceeds must be payable to the shareholder(s) of record and sent to
the address of record for the account or wired directly to their predesignated
bank account. This privilege is not available if the address of record has been
changed within 30 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.


OTHER REDEMPTION INFORMATION. The Fund may redeem shares of any shareholder
account that has a value on the date of the notice of redemption less than the
minimum initial investment as specified in this prospectus. At least 60 days
advance written notice of any such involuntary redemption will be provided to
the shareholder and such shareholder will be given an opportunity to purchase
the required value of additional shares at the next determined net asset value
without sales charge. Any involuntary redemption may only occur if the
shareholder account is less than the minimum initial investment due to
shareholder redemptions.


                          DISTRIBUTIONS FROM THE FUND


In addition to any increase in the value of shares which the Fund may achieve,
shareholders may receive two kinds of return from the Fund: dividends and
capital gains distributions.



DIVIDENDS. Dividends from stocks and interest earned from other investments are
the Fund's main sources of income. The Fund's present policy, which may be
changed at any time by the Board of Trustees, is distribute all or substantially
all of this income, less expenses, at least annually 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.


                                       18
<PAGE>   20

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 GAINS. 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. Net realized capital gains represent the total
profit from sales of securities minus total losses from sales of securities
including losses carried forward from prior years. The Fund distributes any
taxable net realized capital gains to shareholders as capital gains
distributions at least annually. As in the case of dividends, capital gains
distributions are automatically reinvested in additional shares of the Fund at
net asset value unless the shareholder instructs otherwise.


                              SHAREHOLDER SERVICES

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

REINVESTMENT PLAN. A convenient way for investors to accumulate additional
shares is by accepting dividends and capital gains distributions in shares of
the Fund. Such shares are acquired at net asset value per share (without sales
charge) on the applicable payable date of the dividend or capital gains
distribution. Unless the shareholder instructs otherwise, the reinvestment plan
is automatic. This instruction may be made by telephone by calling (800)
341-2911 ((800) 421-2833 for the hearing impaired) or by writing to Investor
Services. The investor may, on the initial application or prior to any
declaration, instruct that dividends be paid in cash and capital gains
distributions be reinvested at net asset value, or that both dividends and
capital gains distributions be paid in cash.


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


EXCHANGE PRIVILEGE. Shares of the Fund may be exchanged for shares of the same
class of any Participating Fund based on the next computed 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; however, during periods of suspension of sales, shares of a
Participating Fund may be available for sale only to existing shareholders of a
Participating Fund. Shareholders seeking an exchange into a Participating Fund
should obtain and read the current prospectus for such fund.


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


When Class B Shares and Class C Shares 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. If such Class B Shares or Class C Shares are redeemed and
not exchanged for shares of another Participating Fund, Class B Shares and Class
C 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 and may result in a gain or loss for federal
income tax purposes. If the shares exchanged 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 or by contacting the telephone transaction line at (800)
421-5684. A shareholder automatically has telephone exchange privileges unless
otherwise designated in the application form accompanying the prospectus. Van
Kampen Investments, Investor


                                       19
<PAGE>   21


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, neither Van Kampen Investments, Investor
Services nor 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 gains options
(except dividend diversification) and authorized dealer of record as the account
from which shares are exchanged, unless otherwise specified by the shareholder.
In order to establish a systematic withdrawal plan for the new account or
reinvest dividends from the new account into another fund, however, an
exchanging shareholder must submit a specific request. The Fund reserves the
right to reject any order to acquire its shares through exchange. In addition,
the Fund and other Participating Funds may restrict exchanges by shareholders
engaged in excessive trading by limiting or disallowing the exchange privileges
to such shareholders. In addition, the Fund may modify, restrict or terminate
the exchange privilege at any time on 60 days' notice to its shareholders of any
termination or material amendment.


For purposes of determining the sales charge rate previously paid on Class A
Shares, all sales charges paid on the exchanged security and on any security
previously exchanged for such security or for any of its predecessors shall be
included. If the exchanged security was acquired through reinvestment, that
security is deemed to have been sold with a sales charge rate equal to the rate
previously paid on the security on which the dividend or distribution was paid.
If a shareholder exchanges less than all of such shareholder's securities, the
security upon which the highest sales charge rate was previously paid is 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 in the fund from which the
shareholder is withdrawing an investment will be redeemed at the net asset value
per share next determined on the date of receipt. Shares of the new fund into
which the shareholder is investing 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
shares of the funds involved in the request are priced will be processed on the
next business day in the manner described herein.

A prospectus of any of these Participating Funds may be obtained from any
authorized dealer or the Distributor. An investor considering an exchange to one
of such funds should refer to the prospectus for additional information
regarding such fund prior to investing.

INTERNET TRANSACTIONS. In addition to performing transactions on your account
through written instruction or by telephone, you may also perform certain
transactions through the internet. Please refer to our web site at
www.vankampen.com for further instruction. Van Kampen Investments, 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, neither Van Kampen Investments, Investor Services nor the Fund will be
liable for following instructions 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.

                                 FEDERAL INCOME
                                    TAXATION


Distributions of the Fund's net investment income (consisting generally of
taxable income and net short-term capital gains) 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 (which are the excess of net long-term capital gains over net
short-term capital losses) as capital gains dividends, if any, are taxable to


                                       20
<PAGE>   22


shareholders as long-term capital gains, whether paid in cash or reinvested in
additional shares, and regardless of how long the shares of the Fund have been
held by such shareholders. Capital gains distributions may be taxed at different
rates depending on how long the Fund held the securities. While the Fund's
investment objective is to seek capital appreciation, the Fund expects that its
distributions will consist of ordinary income and capital gains dividends.
Distributions in excess of the Fund's earnings and profits will first reduce the
adjusted tax basis of a holder's shares and, after such adjusted tax basis is
reduced to zero, will constitute capital gains to such holder (assuming such
shares are held as a capital asset). Although distributions generally are
treated as taxable in the year they are paid, distributions declared in October,
November or December, payable to shareholders of record on a specified date in
such month and paid during January of the following year will be treated as
having been distributed by the Fund and received by the shareholders on the
December 31st prior to the date of payment. The Fund will inform shareholders of
the source and tax status of all distributions promptly after the close of each
calendar year.



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


The Fund is required, in certain circumstances, to withhold 31% of dividends and
certain other payments, including redemptions, 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 certain required certifications
or who are otherwise subject to backup withholding.


Foreign shareholders, including shareholders who are nonresident 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. Prospective foreign investors should consult their U.S. tax
advisers concerning the tax consequences to them of an investment in shares.



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



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


                                       21
<PAGE>   23

                              FOR MORE INFORMATION

                 EXISTING SHAREHOLDERS OR PROSPECTIVE INVESTORS
                       Call your broker or (800) 341-2911
           7:00 a.m. to 7:00 p.m. Central time Monday through Friday

                                    DEALERS
          For dealer information, selling agreements, wire orders, or
              redemptions, call the Distributor at (800) 421-5666

                     TELECOMMUNICATIONS DEVICE FOR THE DEAF
 For shareholder and dealer inquiries through Telecommunications Device for the
                        Deaf (TDD), call (800) 421-2833

                                  FUND INFO(R)
             For automated telephone services, call (800) 847-2424

                                    WEB SITE
                               WWW.VANKAMPEN.COM

                           VAN KAMPEN TECHNOLOGY FUND
                                1 Parkview Plaza
                                  PO Box 5555
                        Oakbrook Terrace, IL 60181-5555

                               Investment Adviser

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

                                  Distributor

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

                                 Transfer Agent

                       VAN KAMPEN INVESTOR SERVICES INC.
                                 PO Box 418256
                           Kansas City, MO 64141-9256
                        Attn: Van Kampen Technology Fund

                                   Custodian

                      STATE STREET BANK AND TRUST COMPANY
                     225 West Franklin Street, PO Box 1713
                             Boston, MA 02105-1713
                        Attn: Van Kampen Technology Fund

                                 Legal Counsel

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

                            Independent Accountants

                           PRICEWATERHOUSECOOPERS LLP
                            200 East Randolph Drive
                               Chicago, IL 60601
<PAGE>   24

                                   VAN KAMPEN
                                TECHNOLOGY  FUND

                                   PROSPECTUS

                                  JUNE 4, 1999


                 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,
                 which explain the market conditions and
                 investment strategies affecting the Fund's
                 recent performance.

                 You can ask questions or obtain a free copy of
                 the Fund's reports or its Statement of
                 Additional Information by calling (800)
                 341-2911 from 7:00 a.m. to 7:00 p.m., Central
                 time, Monday through Friday.
                 Telecommunications Device for the Deaf users
                 may call (800) 421-2833. A free copy of the
                 Fund's reports can also be ordered from our
                 web site at www.vankampen.com.

                 Information about the Fund, including its
                 reports and Statement of Additional
                 Information, has been filed with the
                 Securities and Exchange Commission (SEC). It
                 can be reviewed and copied at the SEC Public
                 Reference Room in Washington, DC or online at
                 the SEC's web site (http://www.sec.gov). For
                 more information, please call the SEC at (800)
                 SEC-0330. You can also request these materials
                 by writing the Public Reference Section of the
                 SEC, Washington DC, 20549-6009, and paying a
                 duplication fee.

                            [VAN KAMPEN FUNDS LOGO]


                                             Investment Company Act File No.
811-9279.
                                                                  TECH PRO  6/99

<PAGE>   25

                      STATEMENT OF ADDITIONAL INFORMATION

                           VAN KAMPEN TECHNOLOGY FUND

     Van Kampen Technology Fund (the "Fund") is a mutual fund with an investment
objective of capital appreciation. The Fund's management seeks to achieve the
investment objective by investing primarily in a portfolio of common stocks of
companies considered by the Fund's management to rely extensively on technology,
science or communications in their product development or operations.


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



     This Statement of Additional Information is not a prospectus. This
Statement of Additional Information should be read in conjunction with the
Fund's prospectus (the "Prospectus") dated as of the same date as this Statement
of Additional Information. This Statement of Additional Information does not
include all the information that a prospective investor should consider before
purchasing shares of the Fund. Investors should obtain and read the Prospectus
prior to purchasing shares of the Fund. A Prospectus may be obtained without
charge by writing or calling Van Kampen Funds Inc. at 1 Parkview Plaza, PO Box
5555, Oakbrook Terrace, Illinois 60181-5555 or (800) 341-2911 (or (800) 421-2833
for the hearing impaired).


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

                               TABLE OF CONTENTS
                 ---------------------------------------------


<TABLE>
<CAPTION>
                                                                Page
                                                                ----
<S>                                                             <C>
General Information.........................................    B-2
Investment Objective and Policies...........................    B-3
Options, Futures Contracts and Related Options..............    B-5
Investment Restrictions.....................................    B-11
Trustees and Officers.......................................    B-13
Investment Advisory Agreement...............................    B-23
Other Agreements............................................    B-24
Distribution and Service....................................    B-25
Transfer Agent..............................................    B-28
Portfolio Transactions and Brokerage Allocation.............    B-28
Shareholder Services........................................    B-29
Redemption of Shares........................................    B-32
Contingent Deferred Sales Charge-Class A....................    B-32
Waiver of Class B and Class C Contingent Deferred Sales
  Charge....................................................    B-32
Taxation....................................................    B-34
Fund Performance............................................    B-39
Other Information...........................................    B-41
Report of Independent Accountants...........................    F-1
Statement of Assets and Liabilities.........................    F-2
</TABLE>



        THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED JUNE 4, 1999.

<PAGE>   26

GENERAL INFORMATION

     The Fund is organized as a series of the Trust. The Trust is organized as a
business trust under the laws of the State of Delaware as of April 1, 1999.


     Van Kampen Asset Management Inc. (the "Adviser" or "Asset Management"), Van
Kampen Funds Inc. (the "Distributor"), and Van Kampen Investor Services Inc.
("Investor Services") are wholly owned subsidiaries of Van Kampen Investments
Inc. ("Van Kampen Investments"), which is an indirect wholly owned subsidiary of
Morgan Stanley Dean Witter & Co. ("Morgan Stanley Dean Witter"). The principal
office of the Fund, the Adviser, the Distributor and Van Kampen Investments is
located at 1 Parkview Plaza, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555.



     As of the date of this Statement of Additional Information, the Fund is
100% owned by the Distributor, a Delaware corporation.



     Morgan Stanley Dean Witter and various of its directly or indirectly owned
subsidiaries, including Morgan Stanley Dean Witter Investment Management Inc.,
an investment adviser, Morgan Stanley & Co. Incorporated, a registered
broker-dealer and investment adviser, and Morgan Stanley International, are
engaged in a wide range of financial services. Their principal businesses
include securities underwriting, distribution and trading; merger, acquisition,
restructuring and other corporate finance advisory activities; merchant banking;
stock brokerage and research services; credit services; asset management;
trading of futures, options, foreign exchange, commodities and swaps (involving
foreign exchange, commodities, indices and interest rates); real estate advice,
financing and investing; and securities lending.


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

     The Fund currently offers three classes of shares, designated Class A
Shares, Class B Shares and Class C Shares. Other classes may be established from
time to time in accordance with provisions of the Declaration of Trust. Each
class of shares of the Fund generally are identical in all respects except that
each class bears certain distribution expenses and has exclusive voting rights
with respect to its distribution fee. 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 fee
for a class of a series would be voted upon by shareholders of only the class of
such series involved. Except as otherwise described in the Prospectus or herein,
shares do not have cumulative voting rights, preemptive rights or any
conversion, subscription or exchange rights.

                                       B-2
<PAGE>   27


     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 two-thirds of the shares then outstanding cast
in person or by proxy at such meeting. The Fund will assist such holders in
communicating with other shareholders of the Fund to the extent required by the
Investment Company Act of 1940, as amended (the "1940 Act"), or rules or
regulations promulgated by the Securities and Exchange Commission ("SEC").


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

     The Trustees may amend the Declaration of Trust (including with respect to
any series) in any manner without shareholder approval, except that the Trustees
may not adopt any amendment adversely affecting the rights of shareholders of
any series without approval by a majority of the shares of each affected series
present at a meeting of shareholders (or such higher vote as may be required by
the 1940 Act or other applicable law) and except that the Trustees cannot amend
the Declaration of Trust to impose any liability on shareholders, make any
assessment on shares or impose liabilities on the Trustees without approval from
each affected shareholder or Trustee, as the case may be.


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


INVESTMENT OBJECTIVE AND POLICIES

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


REPURCHASE AGREEMENTS



     The Fund may engage into repurchase agreements with banks or broker-dealers
in order 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 debt 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 banks or
broker-dealers deemed to be creditworthy by the Adviser under guidelines
approved by the 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 below. 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


                                       B-3
<PAGE>   28

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 authorizing 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 debt
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, or its
agencies and instrumentalities) may have maturity dates exceeding one year. The
Fund does not bear the risk of a decline in value of the underlying security
unless the seller defaults under its repurchase obligation.


PORTFOLIO TURNOVER

     The Fund's portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for a fiscal year by the average
monthly value of the Fund's portfolio securities during such fiscal year. The
turnover rate may vary greatly from year to year as well as within a year. The
Fund's portfolio turnover rate is the lesser of the value of the securities
purchased or securities sold divided by the average value of the securities held
in the Fund's portfolio excluding all securities whose maturities at acquisition
were one year or less. A high portfolio turnover rate (100% or more) increases
the Fund's transaction costs, including brokerage commissions, and may result in
the realization of more short-term capital gains than if the Fund had a lower
portfolio turnover. Increases in the Fund's transaction costs would impact the
Fund's performance. The turnover rate will not be a limiting factor, however, if
the Adviser deems portfolio changes appropriate.

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"). 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 which have no ready


                                       B-4
<PAGE>   29

market are valued at fair value as determined in good faith by the Adviser in
accordance with procedures approved by the Fund's 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 may 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, (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.

WARRANTS

     Warrants are in effect longer-term call options. They give the holder the
right to purchase a given number of shares of a particular company at specified
prices within certain periods of time. The purchaser of a warrant expects that
the market price of the security will exceed the purchase price of the warrant
plus the exercise price of the warrant, thus giving him a profit. Of course,
since the market price may never exceed the exercise price before the expiration
date of the warrant, the purchaser of the warrant risks the loss of the entire
purchase price of the warrant. Warrants generally trade in the open market and
may be sold rather than exercised. Warrants are sometimes sold in unit form with
other securities of an issuer. Units of warrants and common stock may be
employed in financing young, unseasoned companies. The purchase price of a
warrant varies with the exercise price of the warrant, the current market value
of the underlying security, the life of the warrant and various other investment
factors.

OPTIONS, FUTURES CONTRACTS AND RELATED OPTIONS


     The Fund may, but is not required to, use various investment strategies as
described below to earn income, facilitate portfolio management, and mitigate
risks. Such strategies are generally accepted under modern portfolio management
and are regularly used by many mutual funds and other institutional investors.
Techniques and instruments may change over time as new instruments and
strategies are developed or regulatory changes occur.


SELLING CALL AND PUT OPTIONS

     Purpose. The principal reason for selling options is to obtain, through
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. Such current return could be expected to fluctuate
because premiums earned from

                                       B-5
<PAGE>   30

an option selling program and dividend or interest income yields on portfolio
securities vary as economic and market conditions change. Selling options on
portfolio securities is likely to result in a higher portfolio turnover rate.

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

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

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

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

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

                                       B-6
<PAGE>   31

PURCHASING CALL AND PUT OPTIONS

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

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

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

OPTIONS ON STOCK INDICES

     Options on stock indices are similar to options on stock, but the delivery
requirements are different. Instead of giving the right to take or make delivery
of stock at a specified price, an option on a stock index gives the holder the
right to receive an amount of cash which amount will depend upon the closing
level of the stock index upon which the option is based being greater than (in
the case of a call) or less than (in the case of a put) the exercise price of
the option. The amount of cash received will be the difference between the
closing price of the index and the exercise price of the option, multiplied by a
specified dollar multiple. The writer of the option is obligated, in return for
the premium received, to make delivery of this amount.

     Some stock index options are based on a broad market index such as the
Standard & Poor's 500 or the New York Stock Exchange Composite Index, or a
narrower index such as the Standard & Poor's 100. Indices are also based on an
industry or market segment such as the AMEX Oil and Gas Index or the Computer
and Business Equipment Index. A stock index fluctuates with changes in the
market values of the stocks included in the index. Options are currently traded
on several exchanges.

     Gain or loss to the Fund on transactions in stock index options will depend
on price movements in the stock market generally (or in a particular industry or
segment of the market) rather than price movements of individual securities. As
with stock options, the Fund may offset its position in stock index options
prior to expiration by entering into a closing transaction on an exchange, or it
may let the option expire unexercised.

                                       B-7
<PAGE>   32

FUTURES CONTRACTS

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

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

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

     An interest rate futures contract is an agreement pursuant to which a party
agrees to take or make delivery of a specified debt security (such as U.S.
Treasury bonds or notes) at a specified future time and at a specified price.

     Initial and Variation Margin. In contrast to the purchase or sale of a
security, no price is paid or received upon the purchase or sale of a futures
contract. Initially, the Fund is required to deposit with its custodian in an
account in the broker's name an amount of cash or liquid securities equal to a
percentage (which will normally range between 2% and 10%) of the contract
amount. This amount is known as initial margin. The nature of initial margin in
futures transactions is different from that of margin in securities transactions
in that futures contract margin does not involve the borrowing of funds by the
customer to finance the transaction. Rather, the initial margin is in the nature
of a performance bond or good faith deposit on the contract, which is returned
to the Fund upon termination of the futures contract and satisfaction of its
contractual obligations. Subsequent payments to and from the broker, called
variation margin, are made on a daily basis as the price of the underlying
securities or index fluctuates, making the long and short positions in the
futures contract more or less valuable, a process known as marking to market.

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

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

     Futures Strategies. When the Fund anticipates a significant market or
market sector advance, the purchase of a futures contract affords a hedge
against not participating in the advance at a time when the Fund is otherwise
fully invested ("anticipatory hedge"). Such purchase of a futures contract would
serve as a temporary substitute for the purchase of individual securities, which
may be purchased in an orderly fashion once the market has

                                       B-8
<PAGE>   33

stabilized. As individual securities are purchased, an equivalent amount of
futures contracts could be terminated by offsetting sales. The Fund may sell
futures contracts in anticipation of or in a general market or market sector
decline that may adversely affect the market value of the Fund's securities
("defensive hedge"). To the extent that the Fund's portfolio of securities
changes in value in correlation with the underlying security or index, the sale
of futures contracts would substantially reduce the risk to the Fund of a market
decline and, by so doing, provides an alternative to the liquidation of
securities positions in the Fund. Ordinarily commissions on futures transactions
are lower than transaction costs incurred in the purchase and sale of
securities.

     The Fund also may invest in foreign stock index futures traded outside the
United States which involve additional risks including fluctuations in foreign
exchange rates, foreign currency exchange controls, political and economic
instability, differences in financial reporting and securities regulation and
trading, and foreign taxation issues.

     Special Risks Associated with Futures Transactions. There are several risks
connected with the use of futures contracts as a hedging device. These include
the risk of imperfect correlation between movements in the price of the futures
contracts and of the underlying securities, the risk of market distortion, the
illiquidity risk and the risk of error in anticipating price movement.

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

     There is also the risk that the price of futures contracts may not
correlate perfectly with movements in the securities or index underlying the
futures contract due to certain market distortions. First, all participants in
the futures market are subject to margin depository and maintenance
requirements. Rather than meet additional margin depository requirements,
investors may close futures contracts through offsetting transactions, which
could distort the normal relationship between the futures market and the
securities or index underlying the futures contract. Second, from the point of
view of speculators, the deposit requirements in the futures market are less
onerous than margin requirements in the securities markets. Therefore, increased
participation by speculators in the futures markets may cause temporary price
distortions. Due to the possibility of price distortion in the futures markets
and because of the imperfect correlation between movements in futures contracts
and movements in the securities underlying them, a correct forecast of general
market trends by the Adviser may still not result in a successful hedging
transaction.

                                       B-9
<PAGE>   34

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

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

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

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

OPTIONS ON FUTURES CONTRACTS

     The Fund could also purchase and write options on futures contracts. An
option on a futures contract gives the purchaser the right, in return for the
premium paid, to assume a

                                      B-10
<PAGE>   35

position in a futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise price at any time
during the option period. As a writer of an option on a futures contract, the
Fund would be subject to initial margin and maintenance requirements similar to
those applicable to futures contracts. In addition, net option premiums received
by the Fund are required to be included as initial margin deposits. When an
option on a futures contract is exercised, delivery of the futures position is
accompanied by cash representing the difference between the current market price
of the futures contract and the exercise price of the option. The Fund could
purchase put options on futures contracts in lieu of, and for the same purposes
as, the sale of a futures contract; at the same time, it could write put options
at a lower strike price (a "put bear spread") to offset part of the cost of the
strategy to the Fund. The purchase of call options on futures contracts is
intended to serve the same purpose as the actual purchase of the futures
contracts.

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

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

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

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

INVESTMENT RESTRICTIONS

     The Fund has adopted the following fundamental investment restrictions
which may not be changed without 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 voting securities present at a meeting, if the holders of
more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy; or (ii) more than 50% of the Fund's outstanding voting
securities. The percentage limitations contained in the

                                      B-11
<PAGE>   36

restrictions and policies set forth herein apply at the time of purchase of
securities. These restrictions provide that the Fund shall not:


      1. As to 75% of the Fund's total assets, invest more than 5% of the value
         of its total assets in the securities of any one issuer (not including
         federal government securities) or acquire more than 10% of any class of
         the outstanding voting securities of any one issuer, except that the
         Fund may purchase securities of other investment companies to the
         extent permitted by (i) the 1940 Act, as amended from time to time,
         (ii) the rules and regulations promulgated by the SEC under the 1940
         Act, as amended from time to time or (iii) an exemption or other relief
         from the provisions of the 1940 Act.



      2. Issue senior securities and shall not borrow money except for temporary
         purposes and in an amount not exceeding 5% of the Fund's total assets.
         Notwithstanding the foregoing, the Fund may enter into transactions in
         options, futures contracts and related options and may make margin
         deposits and payments in connection therewith.



      3. Underwrite securities of other issuers, except that the Fund may
         acquire restricted securities and other securities which, if sold,
         might make the Fund an underwriter under federal securities laws.



      4. Make loans of money or property to any person, except (i) to the extent
         the securities in which the Fund may invest are considered to be loans,
         (ii) through the loan of portfolio securities, and (iii) to the extent
         that the Fund may lend money or property in connection with maintenance
         of the value of, or the Fund's interest with respect to, the securities
         owned by the Fund.



      5. Invest directly in real estate interests, although the Fund may invest
         indirectly through media such as real estate investment trusts.



      6. Invest in commodities or commodity contracts, except that the Fund may
         enter into transactions in options, futures contracts or related
         options.



      7. 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.




                                      B-12
<PAGE>   37

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 officers of the Fund and
executive officers of the Fund's investment adviser and their principal
occupations for the last five years and their affiliations, if any, with Van
Kampen Investments Inc. ("Van Kampen Investments"), Van Kampen Investment
Advisory Corp. ("Advisory Corp."), Van Kampen Asset Management Inc. ("Asset
Management"), Van Kampen Funds Inc. (the "Distributor"), Van Kampen Management
Inc., Van Kampen Advisors Inc., Van Kampen Insurance Agency of Illinois Inc.,
Van Kampen Insurance Agency of Texas Inc., Van Kampen System Inc., Van Kampen
Recordkeeping Services Inc., American Capital Contractual Services, Inc., Van
Kampen Trust Company, Van Kampen Exchange Corp. and Van Kampen Investor Services
Inc. ("Investor Services"). Advisory Corp. and Asset Management sometimes are
referred to herein collectively as the "Advisers". For purposes hereof, the term
"Fund Complex" includes each of the open-end investment companies advised by the
Advisers (excluding Van Kampen Exchange Fund).


                                    TRUSTEES





<TABLE>
<CAPTION>
                                                      Principal Occupations or
          Name, Address and Age                      Employment in Past 5 Years
          ---------------------                      --------------------------
<S>                                         <C>
J. Miles Branagan.........................  Private investor. Trustee/Director of each of
1632 Morning Mountain Road                  the funds in the Fund Complex. Co-founder,
Raleigh, NC 27614                           and prior to August 1996, Chairman, Chief
Date of Birth: 07/14/32                     Executive Officer and President, MDT
                                            Corporation (now known as Getinge/Castle,
                                            Inc., a subsidiary of Getinge Industrier AB),
                                            a company which develops, manufactures,
                                            markets and services medical and scientific
                                            equipment.

Jerry D. Choate...........................  Director of Amgen Inc., a biotechnological
Barrington Place, Building 4                company, Insurance Institute for Highway
18 E. Dundee Road, Suite 101                Safety and Catalyst, a research and
Barrington, IL 60010                        consulting group. Trustee for AICPCU-the
Date of Birth: 09/16/38                     Insurance Institute of America, The
                                            Conference Board, Inc. of New York, The
                                            Chicago Committee-the Chicago Council on
                                            Foreign Relations. Member of Advisory Board
                                            of J.L. Kellogg Graduate School of
                                            Management-Northwestern University, Chair of
                                            the Corporate Steering Committee for
                                            America's Promise-the Alliance for Youth and
                                            a member of the Northwestern University
                                            Associates and the Commercial Club of
                                            Chicago. Trustee/Director of each of the
                                            funds in the Fund Complex. Prior to January
                                            1999, Chairman and Chief Executive Officer of
                                            The Allstate Corporation ("Allstate") and
                                            Allstate Insurance Company. Prior to January
                                            1995, President and Chief Executive Officer
                                            of Allstate. Prior to August 1994, Mr. Choate
                                            held various management positions at
                                            Allstate.
</TABLE>


                                      B-13
<PAGE>   38


<TABLE>
<CAPTION>
                                                      Principal Occupations or
          Name, Address and Age                      Employment in Past 5 Years
          ---------------------                      --------------------------
<S>                                         <C>
Mitchell M. Merin*........................  President and Chief Operating Officer of
Two World Trade Center                      Asset Management of Morgan Stanley Dean
66th Floor                                  Witter (since December, 1998); President and
New York, NY 10048                          Director (since April, 1997) and Chief
Date of Birth: 08/13/53                     Executive Officer (since June, 1998) of
                                            Morgan Stanley Dean Witter Advisors Inc. and
                                            Morgan Stanley Dean Witter Services Company
                                            Inc.; Chairman, Chief Executive Officer and
                                            Director of Morgan Stanley Dean Witter
                                            Distributors Inc. (since June, 1998);
                                            Chairman and Chief Executive Officer (since
                                            June, 1998) and Director (since January,
                                            1998) of Morgan Stanley Dean Witter Trust
                                            FSB; Director of various Morgan Stanley Dean
                                            Witter subsidiaries; President of the Morgan
                                            Stanley Dean Witter Funds and Discover
                                            Brokerage Index Series (since May, 1999);
                                            previously Chief Strategic Officer of Morgan
                                            Stanley Dean Witter Advisors Inc. and Morgan
                                            Stanley Dean Witter Services Company Inc. and
                                            Executive Vice President of Morgan Stanley
                                            Dean Witter Distributors Inc. (April, 1997 --
                                            June, 1998), Vice-President of the Morgan
                                            Stanley Dean Witter Funds and Discover
                                            Brokerage Index Series (May, 1997 -- April,
                                            1999), and Executive Vice President of Dean
                                            Witter, Discover & Co.
Linda Hutton Heagy........................  Managing Partner of Heidrick & Stuggles, an
Sears Tower                                 executive search firm. Trustee/Director of
233 South Wacker Drive                      each of the funds in the Fund Complex. Prior
Suite 7000                                  to 1997, Partner, Ray & Berndtson, Inc., an
Chicago, IL 60606                           executive recruiting and management
Date of Birth: 06/03/48                     consulting firm. Formerly, Executive Vice
                                            President of ABN AMRO, N.A., a Dutch bank
                                            holding company. Prior to 1992, Executive
                                            Vice President of La Salle National Bank.
                                            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. Prior to 1996, Trustee of The
                                            International House Board.
R. Craig Kennedy..........................  President and Director, German Marshall Fund
11 DuPont Circle, N.W.                      of the United States. Trustee/Director of
Washington, D.C. 20036                      each of the funds in the Fund Complex.
Date of Birth: 02/29/52                     Formerly, advisor to the Dennis Trading Group
                                            Inc. Prior to 1992, President and Chief
                                            Executive Officer, Director and Member of the
                                            Investment Committee of the Joyce Foundation,
                                            a private foundation.
</TABLE>


                                      B-14
<PAGE>   39


<TABLE>
<CAPTION>
                                                      Principal Occupations or
          Name, Address and Age                      Employment in Past 5 Years
          ---------------------                      --------------------------
<S>                                         <C>
Jack E. Nelson............................  President, Nelson Investment Planning
423 Country Club Drive                      Services, Inc., a financial planning company
Winter Park, FL 32789                       and registered investment adviser. President,
Date of Birth: 02/13/36                     Nelson Ivest Brokerage Services Inc., a
                                            member of the National Association of
                                            Securities Dealers, Inc. and Securities
                                            Investors Protection Corp. ("SIPC").
                                            Trustee/Director of each of the funds in the
                                            Fund Complex.
Richard F. Powers III*....................  Trustee and President of the Fund. President
1 Parkview Plaza                            of each of the Funds in the Fund Complex.
P.O. Box 5555                               President and Chief Executive Officer of Van
Oakbrook Terrace, IL 60181                  Kampen Investments. Prior to May 1998,
Date of Birth: 02/02/46                     Executive Vice President and Director of
                                            Marketing at Morgan Stanley Dean Witter & Co.
                                            and Director of Dean Witter Discover & Co.
                                            and Dean Witter Realty. Prior to 1996,
                                            Director of Dean Witter Reynolds Inc.
Phillip B. Rooney.........................  Vice Chairman and Director of The
One ServiceMaster Way                       ServiceMaster Company, a business and
Downers Grove, IL 60515                     consumer services company. Director of
Date of Birth: 07/08/44                     Illinois Tool Works, Inc., a manufacturing
                                            company, and the Urban Shopping Centers Inc.,
                                            a retail mall management company. Trustee,
                                            University of Notre Dame. Trustee/Director of
                                            each of the funds in the Fund Complex. Prior
                                            to 1998, Director of Stone Smurfit Container
                                            Corp., a paper manufacturing company.
                                            Formerly, President, Chief Executive Officer
                                            and Chief Operating Officer of Waste
                                            Management, Inc., an environmental services
                                            company.

Fernando Sisto............................  Professor Emeritus and, prior to 1995, Dean
155 Hickory Lane                            of the Graduate School, Stevens Institute of
Closter, NJ 07624                           Technology. Director, Dynalysis of Princeton,
Date of Birth: 08/02/24                     a firm engaged in engineering research.
                                            Trustee/Director of each of the funds in the
                                            Fund Complex.

Wayne W. Whalen*..........................  Partner in the law firm of Skadden, Arps,
333 West Wacker Drive                       Slate, Meagher & Flom (Illinois), legal
Chicago, IL 60606                           counsel to the funds in the Fund Complex, and
Date of Birth: 08/22/39                     other open-end and closed-end funds advised
                                            by the Advisers or Van Kampen Management Inc.
                                            Trustee/Director of each of the funds in the
                                            Fund Complex, and Trustee/Managing General
                                            Partner of other open-end and closed-end
                                            funds advised by the Advisers or Van Kampen
                                            Management Inc.
</TABLE>


                                      B-15
<PAGE>   40


<TABLE>
<CAPTION>
                                                      Principal Occupations or
          Name, Address and Age                      Employment in Past 5 Years
          ---------------------                      --------------------------
<S>                                         <C>
Suzanne H. Woolsey, Ph.D..................  Chief Operating Officer of the National
2101 Constitution Ave., N.W.                Academy of Sciences/National Research
Room 206                                    Council, an independent, federally chartered
Washington, D.C. 20418                      policy institution. Director of Neurogen
Date of Birth: 12/27/41                     Corporation, a pharmaceutical company.
                                            Director and former Chairman of the German
                                            Marshall Fund of the United States.
                                            Trustee/Director of each of the funds in the
                                            Fund Complex. Prior to 1993, Executive
                                            Director of the Commission on Behavioral and
                                            Social Sciences and Education at the National
                                            Academy of Sciences/ National Research
                                            Council. Prior to 1989, Partner of Coopers &
                                            Lybrand.

Paul G. Yovovich..........................  Private investor. Director of 3Com
Sears Tower                                 Corporation, a wireless communication
233 South Wacker Drive                      products company, APAC Customer Services,
Suite 9700                                  Inc., an outsourced call center service, and
Chicago, IL 60606                           COMARCO, Inc., a telecommunications
Date of Birth: 10/29/53                     networking company. Trustee/Director of each
                                            of the funds in the Fund Complex. Prior to
                                            April 1996, President of Advance Ross
                                            Corporation, an international transaction
                                            services and pollution control manufacturing
                                            company.
</TABLE>


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


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


                                      B-16
<PAGE>   41


                                    OFFICERS



     The officers, other than those who are also trustees and have been
previously described, are listed below. Messrs. McDonnell, Smith, Hegel,
Sullivan, Wood, Dalmaso, Martin, Wetherell and Hill are located at 1 Parkview
Plaza, PO Box 5555, Oakbrook Terrace, IL 60181-5555. The Fund's other officers
are located at 2800 Post Oak Blvd., Houston, TX 77056.



<TABLE>
<CAPTION>
      Name, Age, Positions and                       Principal Occupations
          Offices with Fund                           During Past 5 Years
      ------------------------                       ---------------------
<S>                                    <C>
Dennis J. McDonnell..................  Executive Vice President and Director of Van
  Date of Birth: 05/20/42              Kampen Investments. President, Chief Operating
  Chief Investment Officer and         Officer and a Director of the Advisers, Van
  Executive Vice President             Kampen Advisors Inc., and Van Kampen Management
                                       Inc. Chief Investment Officer and Executive Vice
                                       President of each of funds in the Fund Complex.
                                       President, Chairman of the Board and
                                       Trustee/Managing General Partner of other
                                       investment companies advised by the Advisers or
                                       Van Kampen Management Inc. Prior to July 1998,
                                       Director and Executive Vice President of VK/AC
                                       Holding, Inc. Prior to April 1998, President and
                                       Director of Van Kampen Merritt Equity Advisors
                                       Corp. Prior to April 1997, Mr. McDonnell was
                                       Director of Van Kampen Merritt Equity Holdings
                                       Corp. Prior to September 1996, Mr. McDonnell was
                                       Chief Executive Officer and Director of MCM
                                       Group, Inc. and McCarthy, Crisanti & Maffei,
                                       Inc., a financial research firm, and Chairman and
                                       Director of MCM Asia Pacific Company, Limited and
                                       MCM (Europe) Limited.
</TABLE>


                                      B-17
<PAGE>   42


<TABLE>
<CAPTION>
      Name, Age, Positions and                       Principal Occupations
          Offices with Fund                           During Past 5 Years
      ------------------------                       ---------------------
<S>                                    <C>
A. Thomas Smith III..................  Executive Vice President, General Counsel,
  Date of Birth: 12/14/56              Secretary and Director of Van Kampen Advisors
  Vice President and Secretary         Inc., Asset Management, Van Kampen Management
                                       Inc., Advisory Corp., the Distributor, American
                                       Capital Contractual Services, Inc., Van Kampen
                                       Exchange Corp., Van Kampen Recordkeeping Services
                                       Inc., Investor Services, Van Kampen Insurance
                                       Agency of Illinois Inc. and Van Kampen System
                                       Inc. Vice President and Secretary of each of the
                                       funds in the Fund Complex and certain other
                                       investment companies advised by the Advisers or
                                       their affiliates. Prior to January 1999, counsel
                                       to New York Life Insurance Company ("New York
                                       Life"), and prior to March 1997, Vice President
                                       and Associate General Counsel of New York Life.
                                       Prior to December 1993, Assistant General Counsel
                                       of The Dreyfus Corporation. Prior to August 1991,
                                       Senior Associate, Willkie Farr & Gallagher. Prior
                                       to January 1989, Mr. Smith was a Staff Attorney
                                       at the Securities and Exchange Commission,
                                       Division of Investment Management, Office of
                                       Chief Counsel.

Peter W. Hegel.......................  Executive Vice President of the Advisers, Van
  Date of Birth: 06/25/56              Kampen Management Inc. and Van Kampen Advisors
  Vice President                       Inc. Vice President of each of the funds in the
                                       Fund Complex and certain other investment
                                       companies advised by the Advisers or their
                                       affiliates. Prior to September 1996, a Director
                                       of McCarthy, Crisanti & Maffei, Inc., a financial
                                       research company.

Stephen L. Boyd......................  Vice President and Chief Investment Officer for
  2800 Post Oak Blvd.                  equity investments at the Advisers. Vice
  Houston, TX 77056                    President of each of the Funds in the Fund
  Date of Birth: 11/16/40              Complex and certain other investment companies
  Vice President                       advised by the Advisers or their affiliates.
                                       Prior to October 1998, Vice President, Senior
                                       Portfolio Manager with AIM Capital Management,
                                       Inc. Prior to February 1998, Senior Vice
                                       President of Van Kampen American Capital Asset
                                       Management, Inc., Van Kampen American Capital
                                       Investment Advisory Corp. and Van Kampen American
                                       Capital Management, Inc.

John L. Sullivan.....................  Senior Vice President of Van Kampen Investments
  Date of Birth: 08/20/55              and the Advisers. Treasurer, Vice President and
  Treasurer, Vice President and Chief  Chief Financial Officer of each of the funds in
  Financial Officer                    the Fund Complex and certain other investment
                                       companies advised by the Advisers or their
                                       affiliates.
</TABLE>


                                      B-18
<PAGE>   43


<TABLE>
<CAPTION>
      Name, Age, Positions and                       Principal Occupations
          Offices with Fund                           During Past 5 Years
      ------------------------                       ---------------------
<S>                                    <C>
Curtis W. Morell.....................  Senior Vice President of the Advisers, Vice
  Date of Birth: 08/04/46              President and Chief Accounting Officer of each of
  Vice President and Chief Accounting  the funds in the Fund Complex and certain other
  Officer                              investment companies advised by the Advisers or
                                       their affiliates.

Paul R. Wolkenberg...................  Executive Vice President and Director of Van
  Date of Birth: 11/10/44              Kampen Investments. Executive Vice President of
  Vice President                       the Advisers and the Distributor. President and
                                       Director of Investor Services. President, Chief
                                       Operating Officer and Director of Van Kampen
                                       Recordkeeping Services Inc. President, Chief
                                       Executive Officer and Director of Van Kampen
                                       Trust Company. Vice President of each of the
                                       funds in the Fund Complex and certain other
                                       investment companies advised by the Advisers or
                                       their affiliates. Prior to July 1998, Director
                                       and Executive Vice President of VK/AC Holding,
                                       Inc.

Edward C. Wood III...................  Senior Vice President of the Advisers, Van Kampen
  Date of Birth: 01/11/56              Investments and Van Kampen Management Inc. Senior
  Vice President                       Vice President and Chief Operating Officer of the
                                       Distributor. Vice President of each of the funds
                                       in the Fund Complex and certain other investment
                                       companies advised by the Advisers or their
                                       affiliates.

Tanya M. Loden.......................  Vice President of Van Kampen Investments and the
  Date of Birth: 11/19/59              Advisers. Controller of each of the funds in the
  Controller                           Fund Complex and other investment companies
                                       advised by the Advisers or their affiliates.

Nicholas Dalmaso.....................  Vice President, Associate General Counsel and
  Date of Birth: 03/01/65              Assistant Secretary of Van Kampen Investments,
  Assistant Secretary                  the Advisers, the Distributor, Van Kampen
                                       Advisors Inc. and Van Kampen Management Inc.
                                       Assistant Secretary of each of the funds in the
                                       Fund Complex and other investment companies
                                       advised by the Advisers or their affiliates.
</TABLE>


                                      B-19
<PAGE>   44


<TABLE>
<CAPTION>
      Name, Age, Positions and                       Principal Occupations
          Offices with Fund                           During Past 5 Years
      ------------------------                       ---------------------
<S>                                    <C>
Scott E. Martin......................  Senior Vice President, Deputy General Counsel and
  Date of Birth: 08/20/56              Assistant Secretary of Van Kampen Investments,
  Assistant Secretary                  the Advisers, the Distributor, Investor Services,
                                       American Capital Contractual Services, Inc., Van
                                       Kampen Management Inc., Van Kampen Exchange
                                       Corp., Van Kampen Advisors Inc., Van Kampen
                                       Insurance Agency of Illinois Inc., Van Kampen
                                       System Inc. and Van Kampen Recordkeeping Services
                                       Inc. Assistant Secretary of each of the funds in
                                       the Fund Complex and other investment companies
                                       advised by the Advisers or their affiliates.
                                       Prior to July 1998, Senior Vice President, Deputy
                                       General Counsel and Assistant Secretary of VK/AC
                                       Holding, Inc. Prior to April 1998, Senior Vice
                                       President, Deputy General Counsel and Secretary
                                       of Van Kampen Merritt Equity Advisors Corp. Prior
                                       to April 1997, Senior Vice President, Deputy
                                       General Counsel and Secretary of Van Kampen
                                       American Capital Services, Inc. and Van Kampen
                                       Merritt Holdings Corp. Prior to September 1996,
                                       Deputy General Counsel and Secretary of McCarthy,
                                       Crisanti & Maffei, Inc., a financial research
                                       firm.

Weston B. Wetherell..................  Vice President, Associate General Counsel and
  Date of Birth: 06/15/56              Assistant Secretary of Van Kampen Investments,
  Assistant Secretary                  the Advisers, the Distributor, Van Kampen
                                       Management Inc. and Van Kampen Advisors Inc.
                                       Assistant Secretary of each of the funds in the
                                       Fund Complex and other investment companies
                                       advised by the Advisers or their affiliates.

Steven M. Hill.......................  Vice President of Van Kampen Investments, Van
  Date of Birth: 10/16/64              Kampen Management Inc. and the Advisers.
  Assistant Treasurer                  Assistant Treasurer of each of the funds in the
                                       Fund Complex and other investment companies
                                       advised by the Advisers or their affiliates.

Michael Robert Sullivan..............  Assistant Vice President of Van Kampen
  Date of Birth: 03/30/33              Investments, the Advisers and Van Kampen
  Assistant Controller                 Management Inc. Assistant Controller of each of
                                       the funds in the Fund Complex and other
                                       investment companies advised by the Advisers or
                                       their affiliates.
</TABLE>



     Each trustee/director, except Messrs. Merin and Powers, holds the same
position with each of the funds in the Fund Complex. As of the date of this
Statement of Additional Information, there are 63 operating funds in the Fund
Complex. Each trustee/director who is not an affiliated person of Van Kampen
Investments, the Advisers or the Distributor (each a "Non-Affiliated Trustee")
is compensated by an annual retainer and meeting fees for services to the funds
in the Fund Complex. Each fund in the Fund Complex (except


                                      B-20
<PAGE>   45


the money market series of the Van Kampen Series Fund, Inc.) provides a deferred
compensation plan to its Non-Affiliated Trustees that allows trustees/directors
to defer receipt of their compensation and earn a return on such deferred
amounts. Deferring compensation has the economic effect as if the Non-Affiliated
Trustee reinvested his or her compensation into the funds. Each fund in the Fund
Complex (except the money market series of the Van Kampen Series Funds, Inc.)
provides a retirement plan to its Non-Affiliated Trustees that provides
Non-Affiliated Trustees with compensation after retirement, provided that
certain eligibility requirements are met as more fully described below.



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


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

     Under the retirement plan, a Non-Affiliated Trustee who is receiving
compensation from such Fund prior to such Non-Affiliated Trustee's retirement,
has at least 10 years of service (including years of service prior to adoption
of the retirement plan) and retires at or after attaining the age of 60, is
eligible to receive a retirement benefit equal to $2,500 per year for each of
the ten years following such retirement from such 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 such Fund. Each
trustee/director has served as a member of the Board of Trustees of the Fund
since he or she was first appointed or elected in the year set forth below. The
retirement plan contains a Fund Complex retirement benefit cap of $60,000 per
year.

                                      B-21
<PAGE>   46

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

                               COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                           Fund Complex
                                                            ------------------------------------------
                                                                           Aggregate
                                                            Aggregate      Estimated
                                                            Pension or      Maximum          Total
                                              Aggregate     Retirement      Annual       Compensation
                              Year First    Compensation     Benefits    Benefits from      before
                             Appointed or      before        Accrued       the Fund      Deferral from
                              Elected to    Deferral from   as Part of       Upon            Fund
          Name(1)             the Board       the Fund       Expenses     Retirement        Complex
          -------            ------------   -------------   ----------   -------------   -------------
<S>                          <C>            <C>             <C>          <C>             <C>
J. Miles Branagan                1999         $     (2)      $35,691        $60,000        $125,200
Jerry D. Choate(5)               1999               (2)            0         60,000               0
Linda Hutton Heagy               1999               (2)        3,861         60,000         112,800
R. Craig Kennedy                 1999               (2)        2,652         60,000         125,200
Jack E. Nelson                   1999               (2)       18,385         60,000         125,200
Phillip B. Rooney                1999               (2)        6,002         60,000         125,200
Dr. Fernando Sisto               1999               (2)       68,615         60,000         125,200
Wayne W. Whalen                  1999               (2)       12,658         60,000         125,200
Suzanne H. Woolsey(5)            1999               (2)            0         60,000               0
Paul G. Yovovich(5)              1999               (2)            0         60,000          25,300
</TABLE>


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

(1) Trustees not eligible for compensation are not included in the Compensation
    Table.



(2) For the Fund's first fiscal year, the estimated aggregate compensation from
    the Fund per trustee is anticipated to be approximately $1,000-$2,000. The
    trustees may defer compensation from the Fund. Amounts deferred are retained
    by the Fund and earn a rate of return determined by reference to either the
    return on the common shares of the Fund or other funds in the Fund Complex
    as selected by the respective Non-Affiliated Trustee, with the same economic
    effect as if such Non-Affiliated Trustee had invested in one or more funds
    in the Fund Complex. To the extent permitted by the 1940 Act, each Fund may
    invest in securities of those funds selected by the Non-Affiliated Trustees
    in order to match the deferred compensation obligation.



(3) The amounts shown in this column represent the sum of the retirement
    benefits expected to be accrued by the operating investment companies in the
    Fund Complex for each of the trustees for the funds' respective fiscal years
    ended in 1998.



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



(5) Mr. Yovovich became a member of the Board of Trustees for other funds in the
    Fund Complex on October 22, 1998 and therefore does not have a full calendar
    year of information to report. Mr. Choate and Ms. Woolsey became members of
    the Board of Trustees for the Fund and other funds in Fund Complex on May
    26, 1999 and therefore do not have any calendar year 1998 information to
    report. The amounts shown in this column represent the aggregate
    compensation paid by all operating investment companies in the Fund Complex
    as of December 31, 1998 before deferral

                                      B-22
<PAGE>   47


    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. Certain trustees deferred all
    or a portion of their aggregate compensation from the Fund Complex during
    the calendar year ended December 31, 1998. The deferred compensation earns a
    rate of return determined by reference to the return on the shares of the
    funds in the Fund Complex as selected by the respective Non-Affiliated
    Trustee, with the same economic effect as if such Non-Affiliated Trustee had
    invested in one or more funds in the Fund Complex. To the extent permitted
    by the 1940 Act, the Fund may invest in securities of those investment
    companies selected by the Non-Affiliated Trustees in order to match the
    deferred compensation obligation. The Advisers and their affiliates also
    serve as investment adviser for other investment companies; however, with
    the exception of Mr. Whalen, the Non-Affiliated Trustees were not trustees
    of such investment companies. Combining the Fund Complex with other
    investment companies advised by the Advisers and their affiliates, Mr.
    Whalen received Total Compensation of $285,825 during the calender year
    ended December 31, 1998.



     As of the date of this Statement of Additional Information, the trustees
and officers of the Fund as a group owned less than 1% of the shares of the
Fund.


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 and
implement the Fund's investment objectives. The Adviser also furnishes offices,
necessary facilities and equipment, provides administrative services, and
permits its officers and employees to serve without compensation as trustees of
the Trust or officers of the Fund if elected to such positions. The Fund pays
all charges and expenses of its day-to-day operations, including the
compensation of trustees of the Trust (other than those who are affiliated
persons of the Adviser, Distributor or Van Kampen Investments), the charges and
expenses of legal counsel and independent accountants, distribution fees,
service fees, custodian fees, the costs of providing reports to shareholders,
and all other ordinary business expenses not specifically assumed by the
Adviser. The Advisory Agreement also provides that the Adviser shall not be
liable to the Fund for any actions or omissions if it acted without willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations.


     Under the Advisory Agreement, the Fund pays to the Adviser, as compensation
for the services rendered, facilities furnished, and expenses paid by it, a
monthly fee payable computed based upon an annual rate applied to the average
daily net assets of the Fund as follows:.


<TABLE>
<CAPTION>
              AVERAGE DAILY NET ASSETS                    % PER ANNUM
              ------------------------                    -----------
<S>                                                      <C>
First $500 million...................................    0.900 of 1.00%
Next $500 million....................................    0.850 of 1.00%
Over $1 billion or thereafter........................    0.800 of 1.00%
</TABLE>


                                      B-23
<PAGE>   48


     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 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.



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



OTHER AGREEMENTS



     Accounting Services Agreement. The Fund has entered into an accounting
services agreement pursuant to which Advisory Corp. provides accounting services
to the Fund, which include, maintaining the books and records of the Fund,
calculating the Fund's net asset value and coordinating tax compliance and other
regulatory issues. 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 proportionally on their
respective net assets per fund.



     Legal Services Agreement. The Fund and certain of the other Van Kampen
funds advised by the Adviser or it affiliates and distributed by the Distributor
have entered into legal services agreements pursuant to which Van Kampen
Investments provides legal services, including without limitation: accurate
maintenance of the Fund's minute books and records, preparation and oversight of
the Fund's regulatory reports, and other information provided to shareholders,
as well as responding to day-to-day legal issues on behalf of the funds. Payment
by the Fund for such services is made on a cost basis for the salary and salary
related benefits, including but not limited to bonuses, group insurance and
other regular wages for the employment of personnel, as well as overhead and the
expenses related to the office space and the equipment necessary to render the
legal services. Other funds distributed by the Distributor also receive legal
services from Van Kampen Investments. Of the total costs for legal services
provided to funds distributed by the Distributor, one half of such costs are
allocated equally to each fund and the remaining one half of such costs are
allocated to specific funds based on monthly time records.


                                      B-24
<PAGE>   49

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
Trustees or (ii) by a vote of a majority of the Fund's outstanding voting
securities and (b) by the affirmative 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.


     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

<TABLE>
<CAPTION>
                                                     Total Sales Charge
                                                  -------------------------         Reallowed
                                                  As % of       As % of Net        To Dealers
                  Size of                         Offering        Amount            As a % of
                 Investment                        Price         Invested        Offering Price
- ------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>              <C>
Less than $50,000...........................       5.75%           6.10%              5.00%
$50,000 but less than $100,000..............       4.75%           4.99%              4.00%
$100,000 but less than $250,000.............       3.75%           3.90%              3.00%
$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..........................           *               *                  *
- ------------------------------------------------------------------------------------------------
</TABLE>


* No sales charge is payable at the time of purchase on investments of $1
  million or more, although for such investments the Fund imposes a contingent
  deferred sales charge of 1.00% on certain redemptions made within one year of
  the purchase. A commission or transaction fee will be paid by the Distributor
  at the time of purchase directly out of the Distributor's assets (and not out
  of the Fund's assets) to authorized dealers who initiate and are responsible
  for purchases of $1 million or more computed based on a percentage of the
  dollar value of such shares sold as follows: 1.00% on sales to $2 million,
  plus 0.80% on the next $1 million and 0.50% on the excess over $3 million.


     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.

                                      B-25
<PAGE>   50


     Proceeds from any contingent deferred sales charge and any distribution
fees on Class B Shares and Class C Shares of the Fund are paid to the
Distributor and are used by the Distributor to defray its distribution related
expenses in connection with the sale of the Fund's shares, such as the payment
to authorized dealers for selling such shares. With respect to Class C Shares,
the authorized dealers generally are paid the ongoing commission and transaction
fees of up to 0.75% of the average daily net assets of the Fund's Class C Shares
annually commencing in the second year after purchase.



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


     Banks are currently prohibited under the Glass-Steagall Act from providing
certain underwriting or distribution services. If banking firms were 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 bank
would result in any material adverse consequences to the Fund. State securities
laws regarding registration of banks and other financial institutions may differ
from the interpretations of federal law expressed herein, and banks and other
financial institutions may be required to register as dealers pursuant to
certain state laws.

     The Fund has adopted a distribution plan (the "Distribution Plan") with
respect to each class of its shares pursuant to Rule 12b-1 under the 1940 Act.
The Fund also has adopted a service plan (the "Service Plan") with respect to
each class of its 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 class of
shares in connection with distribution of the respective class of shares and in
connection with the provision of ongoing services to shareholders of such class,

                                      B-26
<PAGE>   51

respectively. The Distribution Plan and the Service Plan are being implemented
through an agreement (the "Distribution and Service Agreement") with the
Distributor of each class of the Fund's shares, sub-agreements between the
Distributor and members of the NASD who are acting as securities dealers and
NASD members or eligible non-members who are acting as brokers or agents and
similar agreements between the Fund and financial intermediaries who are acting
as brokers (collectively, "Selling Agreements") that may provide for their
customers or clients certain services or assistance, which may include, but not
be limited to, processing purchase and redemption transactions, establishing and
maintaining shareholder accounts regarding the Fund, and such other services as
may be agreed to from time to time and as may be permitted by applicable
statute, rule or regulation. Brokers, dealers and financial intermediaries that
have entered into sub-agreements with the Distributor and sell shares of the
Fund are referred to herein as "financial intermediaries."

     The Distributor must submit quarterly reports to the Board of Trustees of
the Trust, of which the Fund is a series, 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.


     The Plans generally provide for the Fund to reimburse the lesser of (i) the
distribution and service fees at the rates specified in the prospectus or (ii)
the amount of the Distributor's actual expenses incurred less any deferred sales
charges it received. For Class A Shares, to the extent the Distributor is not
fully reimbursed in a given year, there is no carryover of such unreimbursed
amounts to succeeding years. For each of the Class B Shares and Class C Shares,
to the extent the Distributor is not fully reimbursed in a given year, any
unreimbursed expenses for such class will be carried forward and paid by the
Fund in future years so long as such Plans are in effect. Except as mandated by
applicable law, the Fund does not impose any limit with respect to the number of
years into the future that such unreimbursed expenses may be carried forward (on
a Fund level basis). Because such expenses are accounted on a Fund level basis,
in periods of extreme net asset value fluctuation such amounts with respect to a
particular Class B Share of 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. If
the Plans were 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-27
<PAGE>   52

TRANSFER AGENT

     The Fund's transfer agent is Van Kampen Investor Services Inc., PO Box
418256, Kansas City, MO 64141-9256. The transfer agency prices are determined
through negotiations with the Fund's Board of Trustees and are based on
competitive benchmarks.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

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

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

                                      B-28
<PAGE>   53

discounts to a firm supplying research or other services or to a firm
participating in the distribution of the Fund's shares.

     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.


     The Trustees have adopted certain policies incorporating the standards of
Rule 17e-1 issued by the SEC under the 1940 Act which requires that the
commissions paid to affiliates of the Fund must be reasonable and fair compared
to the commissions, fees or other remuneration received or to be received by
other brokers in connection with comparable transactions involving similar
securities during a comparable period of time. The rule and procedures also
contain review requirements and require the Adviser to furnish reports to the
Trustees and to maintain records in connection with such reviews. After
consideration of all factors deemed relevant, the Trustees will consider from
time to time whether the advisory fee for the Fund will be reduced by all or a
portion of the brokerage commission given to affiliated brokers.


SHAREHOLDER SERVICES

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

INVESTMENT ACCOUNT

     Each shareholder has an investment account under which the investor's
shares of the Fund are held by Investor Services, the Fund's transfer agent.
Investor Services performs bookkeeping, data processing and administrative
services related to the maintenance of shareholder accounts. Except as described
in the Prospectus and this Statement of Additional Information, after each share
transaction in an account, the shareholder receives a statement showing the
activity in the account. Each shareholder who has an account in any of the
Participating Funds will receive statements quarterly from Investor Services
showing any reinvestments of dividends and capital gains distributions 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 gains distributions and
systematic purchases or redemptions. Additions to an investment account may be
made at any time by purchasing shares through authorized dealers or by mailing a
check directly to Investor Services.

                                      B-29
<PAGE>   54

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 redemption
thereof. In addition, if such certificates are lost the shareholder must write
to Van Kampen Funds, c/o Investor Services, PO Box 418256, Kansas City, MO
64141-9256, 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 a fee for replacing the lost certificate equal to no
more than 2.00% 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; Section 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. Van Kampen Trust Company serves
as custodian under the IRA, 403(b)(7) and Keogh plans. Details regarding fees,
as well as full plan administration for profit sharing, pension and 401(k)
plans, are available from the Distributor.

AUTOMATED CLEARING HOUSE("ACH") DEPOSITS

     Holders of Class A Shares can use ACH to have redemption proceeds deposited
electronically into their bank accounts. Redemptions 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. In order 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. The
shareholder must also include a voided check or deposit slip from the bank
account into which redemptions 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.

DIVIDEND DIVERSIFICATION

     A shareholder may, upon written request or by completing the appropriate
section of the application form accompanying the Prospectus or by calling (800)
341-2911 ((800) 421-2833 for the hearing impaired), elect to have all dividends
and other distributions paid on a class of shares of the Fund invested into
shares of the same class of any Participating Fund 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), Keogh) 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 minimum investment and other

                                      B-30
<PAGE>   55

requirements of the fund into which distributions would be invested.
Distributions are invested into the selected fund at its net asset value per
share as of the payable date of the distribution.

SYSTEMATIC WITHDRAWAL PLAN


     Any investor whose shares in a single account total $10,000 or more at the
offering price next computed after receipt of instructions may establish a
monthly, quarterly, semi-annual or annual withdrawal plan. Any investor whose
shares in a single account total $5,000 or more at the offering price next
computed after receipt of instructions may establish a quarterly, semiannual or
annual withdrawal plan. This plan provides for the orderly use of the entire
account, not only the income but also the capital, if necessary. Each withdrawal
constitutes a redemption of shares on which any capital gain or loss will be
recognized. The planholder may arrange for monthly, quarterly, semiannual or
annual 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 established on a form made available by the Fund.


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


     Under the plan, sufficient shares of the Fund are redeemed to provide the
amount of the periodic withdrawal payment. Dividends and capital gains
distributions on shares held under the plans are reinvested in additional shares
at the next determined net asset value per share. If periodic withdrawals
continuously exceed reinvested dividends and capital gains distributions, the
shareholder's original investment will be correspondingly reduced and ultimately
exhausted. Withdrawals 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 on 30 days' notice to its shareholders. See
"Shareholder Services -- Retirement Plans".


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 in
Class A Shares of the Fund. A Class C shareholder who has redeemed shares of the
Fund may reinstate any portion or all of the net proceeds of such redemption in
Class C Shares of the Fund with credit given for any contingent deferred sales
charge paid upon such redemption. Such reinstatement is made at the net asset
value per share (without sales charge) next determined after the order is
received, which must be within 180 days after the date of the redemption.
Reinstatement at net asset value per share is also offered to participants in
those eligible retirement plans held or administered by Van Kampen Trust Company
for repayment of principal (and interest) on their borrowings on such plans.

                                      B-31
<PAGE>   56

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) trading on the Exchange is restricted; (c) 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.


     Additionally, if the 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. Shareholders may
incur brokerage charges upon the sale of portfolio securities so received in
payment of redemptions.

CONTINGENT DEFERRED SALES CHARGE-CLASS A ("CDSC-CLASS A")


     As described in the Prospectus under "Purchase of Shares -- Class A
Shares," there is no sales charge payable on Class A Shares at the time of
purchase on investments of $1 million or more, but a contingent deferred sales
charge ("CDSC -- Class A") may be imposed on certain redemptions made within one
year of purchase. For purposes of the CDSC-Class A, when shares of one fund are
exchanged for shares of another fund, the purchase date for the shares of the
fund exchanged into will be assumed to be the date on which shares were
purchased in the fund from which the exchange was made. If the exchanged shares
themselves are acquired through an exchange, the purchase date is assumed to
carry over from the date of the original election to purchase shares subject to
a CDSC-Class A rather than a front-end load sales charge. In determining whether
a CDSC-Class A is payable, it is assumed that shares held the longest are the
first to be redeemed.


WAIVER OF CLASS B AND CLASS C CONTINGENT DEFERRED SALES CHARGE ("CDSC-CLASS B
AND C")

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

REDEMPTION UPON DEATH OR DISABILITY

     The Fund will waive the CDSC-Class B and C on redemptions following the
death or disability of a Class B shareholder and Class C shareholder. An
individual will be considered disabled for this purpose if he or she meets the
definition thereof in Section 72(m)(7) of the 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

                                      B-32
<PAGE>   57

the balance of the Code's definition which pertains to furnishing the Secretary
of Treasury with such proof as he or she may require, the Distributor will
require satisfactory proof of death or disability before it determines to waive
the CDSC-Class B and C.

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

REDEMPTION IN CONNECTION WITH CERTAIN DISTRIBUTIONS FROM RETIREMENT PLANS

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

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

REDEMPTION PURSUANT TO A 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 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 mailed to the
shareholder. 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 plan. The CDSC-Class B and C will be waived on redemptions
made under the plan.



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


                                      B-33
<PAGE>   58

NO INITIAL COMMISSION OR TRANSACTION FEE

     The Fund will waive the CDSC-Class B and C in circumstances under which no
commission or transaction fee is paid to authorized dealers at the time of
purchase of shares.

INVOLUNTARY REDEMPTIONS OF SHARES

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

REINVESTMENT OF REDEMPTION PROCEEDS

     A shareholder who has redeemed Class C Shares of a Fund may reinvest at net
asset value, with credit for any CDSC-Class C paid on the redeemed shares, any
portion or all of his or her redemption proceeds (plus that amount necessary to
acquire a fractional share to round off his or her purchase to the nearest full
share) in Class C Shares of the Fund, provided that the reinvestment is effected
within 180 days after such redemption and the shareholder has not previously
exercised this reinvestment privilege with respect to Class C Shares of the
Fund. Shares acquired in this manner will be deemed to have the original cost
and purchase date of the redeemed shares for purposes of applying the CDSC-Class
C to subsequent redemptions.

REDEMPTION BY ADVISER

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

TAXATION

FEDERAL INCOME TAXATION

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

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

                                      B-34
<PAGE>   59

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

     If the Fund failed to qualify as a regulated investment company or failed
to satisfy the 90% distribution requirement in any taxable year, the Fund would
be taxed as an ordinary corporation on its taxable income (even if such income
were distributed to its shareholders) and all distributions out of earnings and
profits would be taxed to shareholders as ordinary income. To qualify again as a
regulated investment company in a subsequent year, the Fund may be required to
pay an interest charge on 50% of its earnings and profits attributable to
non-regulated investment company years and would be required to distribute such
earnings and profits to shareholders (less any interest charge). In addition, if
the Fund failed to qualify as a regulated investment company for its first
taxable year or, if immediately after qualifying as a regulated investment
company for any taxable year, it failed to qualify for a period greater than one
taxable year, the Fund would be required to recognize any net built-in gains
(the excess of aggregate gains, including items of income, over aggregate losses
that would have been realized if it had been liquidated) in order to qualify as
a regulated investment company in a subsequent year.

     Some of the Fund's investment practices are subject to special provisions
of the Code that, among other things, may defer the use of certain losses of the
Fund and affect the holding period of the securities held by the Fund and the
character of the gains or losses realized by the Fund. These provisions may also
require the Fund to recognize income or gain without receiving cash with which
to make distributions in amounts necessary to satisfy the 90% distribution
requirement and the distribution requirements for avoiding income and excise
taxes. The Fund will monitor its transactions and may make certain tax elections
in order to mitigate the effect of these rules 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 will be required to accrue as income each year a portion of the discount
and to distribute such income each year in order to maintain its qualification
as a regulated investment company and to avoid income and excise taxes. In order
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.

     PASSIVE FOREIGN INVESTMENT COMPANIES. The Fund may invest in the stock of
"passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation that, in general, meets either of the following tests: (i) at least
75% of its gross income is passive income or (ii) an average of at least 50% of
its assets produce, or are held for the production of, passive income. Under
certain circumstances, a regulated investment company that holds stock of a PFIC
will be subject to federal income tax on (i) a portion

                                      B-35
<PAGE>   60

of any "excess distribution" received on such stock or (ii) any gain from a sale
or disposition of such stock (collectively, "PFIC income"), plus interest on
such amounts, even if the regulated investment company distributes the PFIC
income as a taxable dividend to its shareholders. The balance of the PFIC income
will be included in the regulated investment company's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders. If the Fund invests in a PFIC and
elects to treat the PFIC as a "qualified electing fund," then in lieu of the
foregoing tax and interest obligation, the Fund would be required to include in
income each year its pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain, which most likely would have to be
distributed to satisfy the 90% distribution requirement and the distribution
requirement for avoiding income and excise taxes. In most instances it will be
very difficult to make this election due to certain requirements imposed with
respect to the election.

     As an alternative to making the above-described election to treat the PFIC
as a qualified electing fund, the Fund may make an election to annually
mark-to-market PFIC stock that it owns (a "PFIC Mark-to-Market Election").
"Marking-to-market," in this context, means recognizing as ordinary income or
loss each year an amount equal to the difference between the Fund's adjusted tax
basis in such PFIC stock and its fair market value. Losses will be allowed only
to the extent of net mark-to-market gain previously included by the Fund
pursuant to the election for prior taxable years. The Fund may be required to
include in its taxable income for the first taxable year in which it makes a
PFIC Mark-to-Market Election an amount equal to the interest charge that would
otherwise accrue with respect to distributions on, or dispositions of, the PFIC
stock. This amount would not be deductible from the Fund's taxable income. The
PFIC Mark-to-Market Election applies to the taxable year for which made and to
all subsequent taxable years, unless the Internal Revenue Service consents to
revocation of the election. By making the PFIC Mark-to-Market Election, the Fund
could ameliorate the adverse tax consequences arising from its ownership of PFIC
stock, but in any particular year may be required to recognize income in excess
of the distributions it receives from the PFIC and proceeds from the
dispositions of PFIC stock.

DISTRIBUTIONS

     Distributions of the Fund's net investment 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 ("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
holder's shares and, after such adjusted tax basis is reduced to zero, will
constitute capital gains to such holder (assuming such shares are held as a
capital asset). For a summary of the tax rates applicable to capital gains
(including capital gain dividends), see "Capital Gains Rates" below. Tax-exempt
shareholders not subject to federal income tax on their income generally will
not be taxed on distributions from the Fund.

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

                                      B-36
<PAGE>   61

distribution date. The basis of such shares will equal the 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. Some portion of
the distributions from the Fund may be eligible for the dividends received
deduction for corporations if the Fund receives qualifying dividends during the
year and if certain other requirements of the Code are satisfied.


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

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

     Under Code Section 988, foreign currency gains or losses from certain
forward contracts not traded in the interbank market as well as certain other
gains or losses attributable to currency exchange rate fluctuations are
typically 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 gain. Generally, a shareholder's tax basis in
Fund shares will be reduced to the extent that an amount distributed to such
shareholder is treated as a return of capital.

SALE OF SHARES

     The sale of shares (including transfers in connection with a redemption or
repurchase of shares) will be a taxable transaction for federal income tax
purposes. Selling shareholders will generally recognize gain or loss in an
amount equal to the difference between their adjusted tax basis in the shares
and the amount received. If such shares are held as a capital asset, the gain or
loss will be a capital gain or loss. For a summary of the 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-37
<PAGE>   62

CAPITAL GAINS RATES

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


     Non-U.S. Shareholders. A shareholder who is not (i) a citizen or resident
of the United States, (ii) a corporation or partnership created or organized
under the laws of the United States or any state thereof, (iii) an estate, the
income of which is subject to United States federal income taxation regardless
of its source or (iv) a trust whose administration is subject to the primary
supervision of a United States court and which has one or more United States
fiduciaries who have the authority to control all substantial decisions of the
trust (a "Non-U.S. Shareholder") generally will be subject to withholding of
United States federal income tax at a 30% rate (or lower applicable treaty rate)
on dividends from the Fund (other than capital gain dividends) that are not
"effectively connected" with a United States trade or business carried on by
such shareholder.


     Non-effectively connected capital gain dividends and gains realized from
the sale of shares will not be subject to United States federal income tax in
the case of (i) a Non-U.S. Shareholder that is a corporation and (ii) a Non-U.S.
Shareholder that 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 on capital gain dividends and gross proceeds paid to them upon the
sale of their shares. See "Backup Withholding" below.


     If income from the Fund or gains realized from the sale of shares is
effectively connected with a Non-U.S. Shareholder's United States trade or
business, then such amounts will be subject to United States federal income tax
on a net basis at the tax rates applicable to United States citizens or domestic
corporations. 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 United States trade or business.



     Final United States Treasury regulations, effective for payments made after
December 31, 2000, may affect the procedures to be followed by Non-U.S.
Shareholders in establishing foreign status for purposes of the withholding,
backup withholding and information reporting rules. Prospective investors should
consult their tax advisors concerning the applicability and effect of such
Treasury regulations on an investment in shares of the Fund.



     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. Non-U.S. Shareholders may be required to provide appropriate
documentation to establish their entitlement to the benefits of such a treaty.
Foreign investors are advised to consult their tax 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 31% ("backup withholding") from dividends and redemption proceeds
paid to non-corporate shareholders. This tax may be withheld from dividends if
(i) the shareholder fails to furnish the Fund with its correct taxpayer
identification number, (ii) the IRS

                                      B-38
<PAGE>   63

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 he or she
is not subject to backup withholding. Redemption proceeds may be subject to
withholding under the circumstances described in (i) above.

     The Fund must report annually to the IRS and to each Non-U.S. Shareholder
the amount of dividends paid to such shareholder and the amount, if any, of tax
withheld pursuant to backup withholding rules with respect to such dividends.
This information may also be made available to the tax authorities in the
Non-U.S. Shareholder's country of residence.

     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 United States federal income tax liability,
if any, provided that the required information is furnished to the IRS.

GENERAL

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

FUND PERFORMANCE

     From time to time the Fund may advertise its total return for prior
periods. Any such advertisement would include at least average annual total
return quotations for one year, five year and ten year periods. 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 a maximum sales charge for Class A Shares); that
all income dividends or capital gains distributions 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.
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 and distributions paid by
the Fund.


     Average annual total return quotations for periods of two or more years 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.

                                      B-39
<PAGE>   64

     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 such contingent deferred sales
charge imposed at the time of redemption were reflected, it would reduce the
performance quoted.



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



     The Fund seeks to remain fully invested and diversified across many
industries to achieve consistent long-term performance. From time to time
marketing materials may provide a portfolio manager update, an Adviser update or
discuss general economic conditions and outlooks. The Fund's marketing materials
may also show the Fund's asset class diversification, top five sectors, ten
largest holdings and other Fund asset structures. The top 10 holdings of the
Fund may also be listed in marketing pieces. Materials may also mention how Van
Kampen Investments believes the Fund compares relative to other Van Kampen
funds. Materials may also discuss the Dalbar Financial Services study from 1984
to 1994 which examined investor cash flow into and out of all types of mutual
funds. The ten year study found the investors who bought mutual fund shares and
held such shares outperformed investors who bought and sold. The Dalbar study
conclusions were consistent regardless if shareholders purchased their funds 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 other than with a professional representative.
The Fund may also be marketed on the internet.


                                      B-40
<PAGE>   65


     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, the Dow
Jones Industrial Average, Standard & Poor's indices, NASDAQ Composite Index,
other appropriate indices of investment securities, or with investment or
savings vehicles. The performance information may also include evaluations of
the Fund published by nationally recognized ranking services and by nationally
recognized financial publications. Such comparative performance information will
be stated in the same terms in which the comparative data or indices are stated.
Such advertisements and sales material may also include a yield quotation as of
a current period. In each case, such total return and yield information, if any,
will be calculated pursuant to rules established by the SEC and will be computed
separately for each class of the Fund's shares. For these purposes, the
performance of the Fund, as well as the performance of other mutual funds or
indices, do not reflect sales charges, the inclusion of which would reduce the
Fund's performance. The Fund will include performance data for each class of
shares of the Fund in any advertisement or information including performance
data of the Fund.



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



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


OTHER INFORMATION

     CUSTODY OF ASSETS

     All securities owned by the Fund and all cash, including proceeds from the
sale of shares of the Fund and of securities in the Fund's investment portfolio,
are held by State Street Bank and Trust Company, 225 West Franklin Street,
Boston, Massachusetts 02110, as Custodian.

     SHAREHOLDER REPORTS

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

                                      B-41
<PAGE>   66

     INDEPENDENT ACCOUNTANTS

     PricewaterhouseCoopers LLP, 200 East Randolph Drive, Chicago, Illinois
60601, the independent accountants for the Fund, performs an annual audit of the
Fund's financial statements.

     LEGAL COUNSEL

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

                                      B-42
<PAGE>   67


                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholder and Board


of Trustees of Van Kampen Technology Fund, a series of Van Kampen Equity Trust
II



     In our opinion, the accompanying statement of assets and liabilities
presents fairly, in all material respects, the financial position of Van Kampen
Technology Fund (the "Fund") at June 2, 1999, in conformity with generally
accepted accounting principles. This financial statement is the responsibility
of the Fund's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this financial
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.



PricewaterhouseCoopers LLP


Chicago, Illinois


June 3, 1999


                                       F-1
<PAGE>   68


                           VAN KAMPEN TECHNOLOGY FUND



                      STATEMENT OF ASSETS AND LIABILITIES


                                  JUNE 2, 1999



<TABLE>
<S>                                                           <C>
ASSETS:
  Cash......................................................  $100,000
                                                              --------
  Total Assets..............................................   100,000
                                                              --------
LIABILITIES:
  Total Liabilities.........................................         0
                                                              --------
NET ASSETS..................................................  $100,000
                                                              ========
NET ASSETS CONSIST OF:
  Capital (par value $.01 per share, with an unlimited
     number of shares of each class authorized).............  $100,000
                                                              --------
NET ASSETS..................................................  $100,000
                                                              ========
MAXIMUM OFFERING PRICE PER SHARE:
CLASS A SHARES:
  Net asset value and redemption price per share (Based upon
     net assets of $40,000 and 4,000 shares of beneficial
     interest issued and outstanding).......................  $  10.00
  Maximum Sales Charge (5.75% of offering price)............      0.61
                                                              --------
  Maximum offering price to public..........................  $  10.61
                                                              ========
CLASS B SHARES:
  Net asset value and offering price per share (Based upon
     net assets of $30,000 and 3,000 shares of beneficial
     interest issued and outstanding).......................  $  10.00
                                                              ========
CLASS C SHARES:
  Net asset value and offering price per share (Based upon
     net assets of $30,000 and 3,000 shares of beneficial
     interest issued and outstanding).......................  $  10.00
                                                              ========
</TABLE>



Note 1 - Van Kampen Technology Fund (the "Fund") is organized as a diversified
series of Van Kampen Equity Trust II (the "Trust"). The Fund has had no
operations other than relating to organization matters and the issuance of 4,000
Class A shares, 3,000 Class B shares and 3,000 Class C shares of beneficial
interest for $100,000 to Van Kampen Funds Inc., an affiliated company. The Fund
has entered into an advisory agreement with Van Kampen Asset Management Inc.
pursuant to which Van Kampen Asset Management Inc. will manage the investment of
the Fund's assets. The Fund also entered into agreement with Van Kampen
Investments Inc. and its affiliates to provide distribution, legal and
accounting services.



Note 2 - Pursuant to Statement of Position 98-5, all costs associated with the
organization of the Fund will be borne by Van Kampen Asset Management Inc.


                                       F-2
<PAGE>   69

PART C: OTHER INFORMATION

ITEM 23. EXHIBITS.


<TABLE>
<C>      <C>  <S>
(a)(1)    --  Declaration of Trust(1)
   (2)    --  Certificate of Designation(1)
   (b)    --  Bylaws(1)
(c)(1)    --  Specimen Class A Share Certificate+
   (2)    --  Specimen Class B Share Certificate+
   (3)    --  Specimen Class C Share Certificate+
   (d)    --  Investment Advisory Agreement+
(e)(1)    --  Distribution and Service Agreement+
   (2)    --  Form of Dealer Agreement+
   (3)    --  Form of Broker Fully Disclosed Selling Agreement+
   (4)    --  Form of Bank Fully Disclosed Selling Agreement+
(f)(1)    --  Form of Trustee Deferred Compensation Plan(2)
   (2)    --  Form of Trustee Retirement Plan(2)
(g)(1)    --  Custodian Contract+
   (2)    --  Transfer Agency and Service Agreement+
(h)(1)    --  Data Access Services Agreement+
   (2)    --  Fund Accounting Agreement+
   (3)    --  Amended and Restated Legal Services Agreement+
   (i)    --  Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
              (Illinois)+
   (j)    --  Consent of PricewaterhouseCoopers LLP+
   (k)    --  Not applicable
   (l)    --  Investment Letter+
(m)(1)    --  Plan of Distribution pursuant to Rule 12b-1+
   (2)    --  Form of Shareholder Assistance Agreement+
   (3)    --  Form of Administrative Services Agreement+
   (4)    --  Service Plan+
   (n)    --  Not applicable
   (o)    --  Multi-Class Plan+
   (p)    --  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)+
</TABLE>


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

(1) Incorporated herein by reference to the Registrant's initial Registration
    Statement on Form N-1A, File No. 333-75493, filed April 1, 1999.



(2) Incorporated herein by reference to Post-Effective Amendment No. 81 to Van
    Kampen Harbor Fund's Registration Statement on Form N-1A, File No. 2-12685,
    filed April 29, 1999.



+  Filed herewith.


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


  As of the date of this Registration Statement, the Fund is 100% owned by Van
Kampen Funds Inc., a Delaware corporation and the Fund's principal underwriter.


ITEM 25. INDEMNIFICATION.


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



  Reference is made to Article 8, Section 8.4 of the Registrant's Agreement and
Declaration of Trust. Article 8, Section 8.4 of the 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


                                       C-1
<PAGE>   70

must be based upon the reasonable determination of independent counsel or
non-party independent trustees, after review of the facts, that such officer or
trustee is not guilty of Disabling Conduct in the conduct of his or her office.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "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 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 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 Securities
Act of 1933 (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 such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under the
agreement.



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



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



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



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



          (4) the refusal of the Fund to comply with terms of the agreement, or
              the Fund's lack of good faith, negligence or willful misconduct or
              breach of any representation or warranty made by the Fund


                                       C-2
<PAGE>   71


under the agreement provided that if the reason for such failure is attributable
to any action of the Fund's investment adviser or distributor or any person
providing accounting or legal services to the Fund, Investor Services only will
           be entitled to indemnification if such entity is otherwise entitled
           to the indemnification from the Fund.



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


ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.


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


ITEM 27. PRINCIPAL UNDERWRITERS.

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


    (b)  Van Kampen Funds Inc. is an affiliated person of an affiliated person
        of the Registrant, and is the only principal underwriter for Registrant.
        The name, principal business address and positions and offices with Van
        Kampen Funds Inc. of each of the 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, 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 required by Section 31(a) of the
Investment Company Act of 1940 and the Rules thereunder to be maintained (i) by
the Registrant will be maintained at its offices, located at 1 Parkview Plaza,
PO Box 5555, Oakbrook Terrace, Illinois 60181-5555 or at Van Kampen Investor
Services Inc., 7501 Tiffany Springs Parkway, Kansas City, Missouri 64153 or at
the State Street Bank and Trust Company, 1776 Heritage Drive, North Quincy,
Massachusetts 02171; (ii) by the Adviser will be maintained at its offices,
located at 1 Parkview Plaza, 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, PO Box 5555, Oakbrook
Terrace, Illinois 60181-5555.


ITEM 29. MANAGEMENT SERVICES.

     Not applicable.

ITEM 30. UNDERTAKINGS.

     Not applicable.

                                       C-3
<PAGE>   72

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, VAN KAMPEN EQUITY TRUST II, 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 Oakbrook
Terrace and State of Illinois, on the 4th day of June, 1999.


                                          VAN KAMPEN EQUITY TRUST II


                                          By:  /s/  A. THOMAS SMITH III


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

                                               A. Thomas Smith III, Secretary



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 4, 1999 by the following persons
in the capacities indicated:



<TABLE>
<CAPTION>
                     SIGNATURES                                             TITLES
                     ----------                                             ------
<C>                                                    <S>
Principal Executive Officer:

             /s/  RICHARD F. POWERS III                Trustee and President
- -----------------------------------------------------
                Richard F. Powers III

Principal Financial Officer:

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

Trustees:

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

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

                /s/  LINDA H. HEAGY*                   Trustee
- -----------------------------------------------------
                   Linda H. Heagy

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

               /s/  MITCHELL M. MERIN*                 Trustee
- -----------------------------------------------------
                  Mitchell M. Merin

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

               /s/  PHILLIP B. ROONEY*                 Trustee
- -----------------------------------------------------
                  Phillip B. Rooney

                /s/  FERNANDO SISTO*                   Trustee
- -----------------------------------------------------
                   Fernando Sisto

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

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

               /s/  PAUL G. YOVOVICH*                  Trustee
- -----------------------------------------------------
                  Paul G. Yovovich
- ---------------
* Signed by A. Thomas Smith III pursuant to a power of attorney filed herewith.    June 4, 1999
              /s/  A. THOMAS SMITH III
- -----------------------------------------------------
                 A. Thomas Smith III
                  Attorney-in-Fact
</TABLE>

<PAGE>   73

                       SCHEDULE OF EXHIBITS TO FORM N-1A
             AS SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION

                                ON JUNE 4, 1999



<TABLE>
<CAPTION>
EXHIBIT
NUMBER    EXHIBIT
- -------   -------
<C>       <C>      <S>
(c)(1)       --    Specimen Class A Share Certificate
   (2)       --    Specimen Class B Share Certificate
   (3)       --    Specimen Class C Share Certificate
   (d)       --    Investment Advisory Agreement
(e)(1)       --    Distribution and Service Agreement
   (2)       --    Form of Dealer Agreement
   (3)       --    Form of Broker Fully Disclosed Selling Agreement
   (4)       --    Form of Bank Fully Disclosed Selling Agreement
(g)(1)       --    Custodian Contract
   (2)       --    Transfer Agency and Service Agreement
(h)(1)       --    Data Access Services Agreement
   (2)       --    Fund Accounting Agreement
   (3)       --    Legal Services Agreement
   (i)       --    Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
                   (Illinois)
   (j)       --    Consent of PricewaterhouseCoopers LLP
   (l)       --    Investment Letter
(m)(1)       --    Plan of Distribution pursuant to Rule 12b-1
   (2)       --    Form of Shareholder Assistance Agreement
   (3)       --    Form of Administrative Services Agreement
   (4)       --    Service Plan
   (o)       --    Multi-Class Plan
   (p)       --    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)
</TABLE>


<PAGE>   1
                                                                   EXHIBIT(C)(1)

  NUMBER                                                                SHARES

__________                                                            __________

                           VAN KAMPEN TECHNOLOGY FUND

                                   CLASS A

          ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE


THIS CERTIFIES that                                              is the owner of





                                            *SEE REVERSE FOR CERTAIN DEFINITIONS
                                                     _________________

                                                     CUSIP 92114U103
                                                     _________________

fully paid and nonassessable shares of beneficial interest of the par value of
$0.01 per share of Van Kampen Technology Fund, transferable on the books of the
Fund by the holder thereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent.

WITNESS THE FACSIMILE SEAL OF THE FUND AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

                                                       Dated

                   [VAN KAMPEN TECHNOLOGY FUND DELAWARE SEAL]

A. THOMAS SMITH III                                     RICHARD F. POWERS, III
  SECRETARY                                                   PRESIDENT


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

               COUNTERSIGNED by VAN KAMPEN INVESTOR SERVICES INC.
                 P.O. BOX 418256, KANSAS CITY, MO 64141-9256

                                                        TRANSFER AGENT

                 By
                    ----------------------------------------------------
                                                      AUTHORIZED OFFICER

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


            PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED

                           VAN KAMPEN TECHNOLOGY FUND

NUMBER                         CLASS A                     SHARES
KC

ACCOUNT NO.       ALPHA CODE           DEALER NO.          CONFIRM NO.

TRADE DATE                             CONFIRM DATE        BATCH I.D. NO.

                                       CHANGE NOTICE: IF THE ABOVE INFORMATION
                                       IS INCORRECT OR MISSING, PLEASE PRINT
                                       THE CORRECT INFORMATION BELOW, AND RETURN
                                       TO:

                                               VAN KAMPEN INVESTOR SERVICES INC.
                                               P.O. BOX 418256
                                               KANSAS CITY, MISSOURI 64141-9256

                                        ----------------------------------------
                                        ----------------------------------------
                                        ----------------------------------------
<PAGE>   2
- --------------------------------------------------------------------------------

REQUIREMENTS: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

THE 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, REGISTERED SECURITIES ASSOCIATION OR CLEARING AGENCY; A SAVINGS AND
LOAN ASSOCIATION; OR A FEDERAL SAVINGS BANK.

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

For value received,                        hereby sell, assign and transfer unto

________________________________________________________________________________
           (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ Shares

of Beneficial Interest represented by the within Certificate, and do hereby

irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney

to transfer said shares on the books of the within-named Fund with full power of

substitution in the premises.


       Dated, _________________________________________ 19 ______

              __________________________________________________________________
                                         Owner

              __________________________________________________________________
                               Signature of Co-Owner, if any

IMPORTANT     {  BEFORE SIGNING, READ AND COMPLY CAREFULLY
              {  WITH REQUIREMENTS PRINTED ABOVE.

SIGNATURE(S) guaranteed by:

________________________________________________________________________________


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

        *The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  - as tenants          UNIF GIFT MIN. ACT - ________ Custodian _________
           in common                                 (Cust)             (Minor)
                                                       under Uniform Gifts to
TEN ENT  - as tenants by                                     Minors Act
           the entireties
                                                 ____________________________
JT TEN   - as joint tenants                                (State)
           with right of sur-
           vivorship and not
           as tenants in common

    Additional abbreviations may also be used though not in the above list

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




________________________________________________________________________________
                   THIS SPACE MUST NOT BE COVERED IN ANY WAY


<PAGE>   1
                                                                   EXHIBIT(c)(2)

  NUMBER                                                                SHARES

__________                                                            __________

                           VAN KAMPEN TECHNOLOGY FUND

                                    CLASS B

         ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE


THIS CERTIFIES that                                              is the owner of





                                            *SEE REVERSE FOR CERTAIN DEFINITIONS
                                                     _________________

                                                     CUSIP 92114U202
                                                     _________________

fully paid and nonassessable shares of beneficial interest of the par value of
$0.01 per share of Van Kampen Technology Fund, transferable on the books of the
Fund by the holder thereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent.

WITNESS THE FACSIMILE SEAL OF THE FUND AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

                                                       Dated

                         [VAN KAMPEN TECHNOLOGY FUND]
                                [DELAWARE SEAL]

A. THOMAS SMITH III                                       RICHARD F. POWERS,III
    SECRETARY                                                   PRESIDENT


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

               COUNTERSIGNED by VAN KAMPEN INVESTOR SERVICES INC.
                 P.O. BOX 418256, KANSAS CITY, MO 64141-9256

                                                        TRANSFER AGENT

                 By
                    ----------------------------------------------------
                                                      AUTHORIZED OFFICER

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


            PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED

                           VAN KAMPEN TECHNOLOGY FUND

NUMBER                         CLASS B                     SHARES
KC

ACCOUNT NO.       ALPHA CODE           DEALER NO.          CONFIRM NO.

TRADE DATE                             CONFIRM DATE        BATCH I.D. NO.

                                       CHANGE NOTICE: IF THE ABOVE INFORMATION
                                       IS INCORRECT OR MISSING, PLEASE PRINT
                                       THE CORRECT INFORMATION BELOW, AND RETURN
                                       TO:

                                               VAN KAMPEN INVESTOR SERVICES INC.
                                               P.O. BOX 418256
                                               KANSAS CITY, MISSOURI 64141-9256

                                        ----------------------------------------
                                        ----------------------------------------
                                        ----------------------------------------
<PAGE>   2
- --------------------------------------------------------------------------------

REQUIREMENTS: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

THE 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, REGISTERED SECURITIES ASSOCIATION OR CLEARING AGENCY; A SAVINGS AND
LOAN ASSOCIATION; OR A FEDERAL SAVINGS BANK.

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

For value received,                        hereby sell, assign and transfer unto

________________________________________________________________________________
           (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ Shares

of Beneficial Interest represented by the within Certificate, and do hereby

irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney

to transfer said shares on the books of the within-named Fund with full power of

substitution in the premises.


       Dated, _________________________________________ 19 ______

              __________________________________________________________________
                                         Owner

              __________________________________________________________________
                               Signature of Co-Owner, if any

IMPORTANT     {  BEFORE SIGNING, READ AND COMPLY CAREFULLY
              {  WITH REQUIREMENTS PRINTED ABOVE.

SIGNATURE(S) guaranteed by:

________________________________________________________________________________


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

        *The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  - as tenants          UNIF GIFT MIN. ACT - ________ Custodian _________
           in common                                 (Cust)             (Minor)
                                                       under Uniform Gifts to
TEN ENT  - as tenants by                                     Minors Act
           the entireties
                                                 ____________________________
JT TEN   - as joint tenants                                (State)
           with right of sur-
           vivorship and not
           as tenants in common

    Additional abbreviations may also be used though not in the above list

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




________________________________________________________________________________
                   THIS SPACE MUST NOT BE COVERED IN ANY WAY


<PAGE>   1
                                                                   EXHIBIT(c)(3)

  NUMBER                                                                SHARES

__________                                                            __________

                           VAN KAMPEN TECHNOLOGY FUND

                                    CLASS C

         ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE


THIS CERTIFIES that                                              is the owner of





                                            *SEE REVERSE FOR CERTAIN DEFINITIONS
                                                     _________________

                                                     CUSIP 92114U301
                                                     _________________

fully paid and nonassessable shares of beneficial interest of the par value of
$0.01 per share of Van Kampen Technology Fund, transferable on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid unless countersigned by the Transfer Agent.

WITNESS THE FACSIMILE SEAL OF THE FUND AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

                                                       Dated

                             [VAN KAMPEN TECHNOLOGY
                                      FUND
                                 DELAWARE SEAL]

A. THOMAS SMITH III                                       RICHARD F. POWERS, III
  SECRETARY                                                        PRESIDENT



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

               COUNTERSIGNED by VAN KAMPEN INVESTOR SERVICES INC.
                  P.O. BOX 418256, KANSAS CITY, MO 64141-9256

                                                        TRANSFER AGENT

                 By
                    ----------------------------------------------------
                                                      AUTHORIZED OFFICER

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


            PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED

                           VAN KAMPEN TECHNOLOGY FUND

NUMBER                         CLASS C                     SHARES
KC

ACCOUNT NO.       ALPHA CODE           DEALER NO.          CONFIRM NO.

TRADE DATE                             CONFIRM DATE        BATCH I.D. NO.

                                       CHANGE NOTICE: IF THE ABOVE INFORMATION
                                       IS INCORRECT OR MISSING, PLEASE PRINT
                                       THE CORRECT INFORMATION BELOW, AND RETURN
                                       TO:

                                               VAN KAMPEN INVESTOR SERVICES INC.
                                               P.O. BOX 418256
                                               KANSAS CITY, MISSOURI 64141-9256

                                        ----------------------------------------
                                        ----------------------------------------
                                        ----------------------------------------
<PAGE>   2
- --------------------------------------------------------------------------------

REQUIREMENTS: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

THE 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, REGISTERED SECURITIES ASSOCIATION OR CLEARING AGENCY; A SAVINGS AND
LOAN ASSOCIATION; OR A FEDERAL SAVINGS BANK.

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

For value received,                        hereby sell, assign and transfer unto

________________________________________________________________________________
           (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ Shares

of Beneficial Interest represented by the within Certificate, and do hereby

irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney

to transfer the said stock on the books of the within-named Fund with full power

of substitution in the premises.


       Dated, _________________________________________ 19 ______

              __________________________________________________________________
                                         Owner

              __________________________________________________________________
                               Signature of Co-Owner, if any

IMPORTANT     {  BEFORE SIGNING, READ AND COMPLY CAREFULLY
              {  WITH REQUIREMENTS PRINTED ABOVE.

SIGNATURE(S) guaranteed by:

________________________________________________________________________________


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

        *The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  - as tenants          UNIF GIFT MIN. ACT - ________ Custodian _________
           in common                                 (Cust)             (Minor)
                                                       under Uniform Gifts to
TEN ENT  - as tenants by                                     Minors Act
           the entireties
                                                 ____________________________
JT TEN   - as joint tenants                                (State)
           with right of sur-
           vivorship and not
           as tenants in common

    Additional abbreviations may also be used though not in the above list

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




________________________________________________________________________________
                   THIS SPACE MUST NOT BE COVERED IN ANY WAY


<PAGE>   1
                                                                     Exhibit (d)

                          INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT, dated as of May 26, 1999 (the "Agreement"),
by and between VAN KAMPEN EQUITY TRUST II, a Delaware business trust (the
"Trust"), on behalf of its series, VAN KAMPEN TECHNOLOGY FUND (the "Fund") and
VAN KAMPEN ASSET MANAGEMENT INC. (the "Adviser"), a Delaware corporation.

     1. (a) RETENTION OF ADVISER BY FUND. Subject to the terms and conditions
set forth herein, the Fund hereby employs the Adviser to act as the investment
adviser for and to manage the investment and reinvestment of the assets of the
Fund in accordance with the Fund's investment objectives and policies and
limitations, and to administer its affairs to the extent requested by, and
subject to the review and supervision of, the Board of Trustees of the Fund for
the period and upon the terms herein set forth. The investment of funds shall be
subject to all applicable restrictions of applicable law and of the Declaration
of Trust and By-Laws of the Trust, and resolutions of the Board of Trustees of
the Fund as may from time to time be in force and delivered or made available to
the Adviser.

     (b) ADVISER'S ACCEPTANCE OF EMPLOYMENT. The Adviser accepts such employment
and agrees during such period to render such services, to supply investment
research and portfolio management (including without limitation the selection of
securities for the Fund to purchase, hold or sell and the selection of brokers
through whom the Fund's portfolio transactions are executed, in accordance with
the policies adopted by the Fund and its Board of Trustees), to administer the
business affairs of the Fund, to furnish offices and necessary facilities and
equipment to the Fund, to provide administrative services for the Fund, to
render periodic reports to the Board of Trustees of the Fund, and to permit any
of its officers or employees to serve without compensation as trustees or
officers of the Fund if elected to such positions.

     (c) INDEPENDENT CONTRACTOR. The Adviser shall be deemed to be an
independent contractor under this Agreement and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the Fund
in any way or otherwise be deemed as agent of the Fund.

     (d) NON-EXCLUSIVE AGREEMENT. The services of the Adviser to the Fund under
this Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar services or other services to others so long as its services
hereunder are not impaired thereby.

     2. (a) FEE. For the services and facilities described in Section 1, the
Fund will accrue daily and pay to the Adviser at the end of each calendar month
an investment management fee computed based on a fee rate (expressed as a
percentage per annum) applied to the average daily net assets of the Fund as
follows:

<TABLE>
<CAPTION>

                                             FEE PERCENT
                                             PER ANNUM OF
                  AVERAGE DAILY              AVERAGE DAILY
                  NET ASSETS                 NET ASSETS
                  ------------------         --------------
                  <S>                        <C>
                  First $500 million         0.90 of 1.00%
                  Next $500 million          0.85 of 1.00%
                  Over $1 billion            0.80 of 1.00%
</TABLE>


<PAGE>   2

     (b) EXPENSE LIMITATION. The adviser's compensation for any fiscal year of
the Fund shall be reduced by the amount, if any, by which the Fund's expense for
such fiscal year exceeds the most restrictive applicable expense limitation in
any jurisdiction in which the Fund's shares are qualified for offer and sale, as
such limitations set forth in the most recent notice thereof furnished by the
Adviser to the Fund. For purposes of this paragraph there shall be excluded from
computation of the Fund's expenses any amount borne directly or indirectly by
the Fund which is permitted to be excluded from the computation of such
limitation by such statue or regulatory authority. If for any month expenses of
the Fund properly included in such calculation exceed 1/12 of the amount
permitted annually by the most restrictive applicable expense limitation, the
payment to the Adviser for that month shall be reduced, and, if necessary, the
Adviser shall make a refund payment to the Fund, so that the total net expense
for the month will not exceed 1/12 of such amount. As of the end of the Fund's
fiscal year, however, the computations and payments shall be readjusted so that
the aggregate compensation payable to the Adviser for the year is equal to the
fee set forth in subsection (a) of this Section 2, diminished to the extent
necessary so that the expenses for the year do not exceed those permitted by the
applicable expense limitation.

     (c) DETERMINATION OF NET ASSET VALUE. The net asset value of the Fund shall
be calculated as of the close of the New York Stock Exchange on each day the
Exchange is open for trading or such other time or times as the trustees may
determine in accordance with the provisions of applicable law and the
Declaration of Trust and By-Laws of the Trust, and resolutions of the Board of
Trustees of the Fund as from time to time in force. For the purpose of the
foregoing computations, on each such day when net asset value is not calculated,
the net asset value of a share of beneficial interest of the Fund shall be
deemed to be the net asset value of such share as of the close of business of
the last day on which such calculation was made.

    (d) PRORATION. For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the
Adviser's fee on the basis of the number of days that the Agreement is in effect
during such month and year, respectively.

     3. EXPENSES. In addition to the fee of the Adviser, the Fund shall assume
and pay any expenses for services rendered by a custodian for the safekeeping of
the Fund's securities or other property, for keeping its books of account, for
any other changes of the custodian and for calculating the net asset value of
the Fund as provided above. The adviser shall not be required to pay, and the
Fund shall assume and pay, the charges and expenses of its operations, including
compensation of the trustees (other than those who are interested persons of the
Adviser and other than those who are interested persons of the distributor of
the Fund but not of the Adviser, if the distributor has agreed to pay such
compensation), charges and expenses of independent accountants, of legal counsel
and of any transfer or dividend disbursing agent, costs of acquiring and
disposing of portfolio securities, cost of listing shares on the New York Stock
Exchange or other exchange, interest (if any) on obligations incurred by the
Fund, costs of shares certificates, membership dues in the Investment Company
Institute or any similar organization, costs of reports and notices to
shareholders, cost of registering shares of the Fund under the federal
securities laws, miscellaneous expenses and all taxes and fees to federal, state
or other governmental agencies on account of the registration of securities
issued by the Fund, filing of corporate documents or otherwise. The Fund shall
not pay or incur any obligation for any management or administrative expenses
for which the Fund intends to seek reimbursement from the Adviser without first
obtaining the written approval of the Adviser. The Adviser shall arrange, if
desired by the Fund, for officers or employees of the Adviser to serve, without
compensation from the Fund, as trustees, officers or agents of the Fund if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by the law.

     4. INTERESTED PERSONS. Subject to applicable statutes and regulations, it
is understood that trustees, officers, shareholders and agents of the Fund are
or may be interested in the Adviser as directors, officers, shareholders, agents
or otherwise and that the directors, officers, shareholders and agents of the
Adviser may be interested in the Fund as trustees, officers, shareholders,
agents or otherwise.

<PAGE>   3
     5. LIABILITY. The Adviser shall not be liable for any error of judgment or
of law, or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of the Adviser in the performance of
its obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.

     6. (a) TERM. This Agreement shall become effective on the date hereof and
shall remain in full force until May 26, 2001 unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from year to year
thereafter, but only for so long as such continuance is specifically approved as
least annually, in the manner required by the 1940 Act.

     (b) TERMINATION. This Agreement shall automatically terminate in the event
of its assignment. This Agreement may be terminated at any time without the
payment of any penalty by the Fund or by the Adviser on sixty (60) days written
notice to the other party. The Fund may effect termination by action of the
Board of Trustees or by vote of a majority of the outstanding shares of stock of
the Fund, accompanied by appropriate notice. This Agreement may be terminated at
any time without the payment of any penalty and without advance notice by the
Board of Trustees or by vote of a majority of the outstanding shares of the Fund
in the event that it shall have been established by a court of competent
jurisdiction that the Adviser or any officer or director of the Adviser has
taken any action which results in a breach of the covenants of the Adviser set
forth herein.

     (c) PAYMENT UPON TERMINATION. Termination of this Agreement shall not
affect the right of the Adviser to receive payment on any unpaid balance of the
compensation described in Section 2 earned prior to such termination.

     7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statue, rule or otherwise, the remainder shall not
thereby be affected.

     8. NOTICES. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.

     9. DISCLAIMER. The Adviser acknowledges and agrees that, as provided by
Section 8.1 of the Declaration of Trust of the Trust, (i) this Agreement has
been executed by officers of the Trust in their capacity as officers, and not
individually, and (ii) the shareholders, trustees, officers, employees and other
agents of the Trust and the Fund shall not personally be bound by or liable
hereunder, nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder and that any such resort may
only be had upon the assets and property of the Fund.

     10. GOVERNING LAW. All questions concerning the validity, meaning and
effect of this Agreement shall be determined in accordance with the laws
(without giving effect to the conflict-of-law principles thereof) of the State
of Delaware applicable to contracts made and to be performed in that state.

     11. NAME. In connection with its employment hereunder, the Adviser hereby
agrees and covenants not to change its name without the prior consent of the
Board of Trustees of the Fund.


<PAGE>   4



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.




VAN KAMPEN ASSET                       VAN KAMPEN EQUITY TRUST II, on behalf of
MANAGEMENT INC.                        Its series, VAN KAMPEN TECHNOLOGY FUND



By: /s/ Dennis J. McDonnell            By: /s/ A. Thomas Smith III
   -----------------------------          -------------------------------------
    Name: Dennis J. McDonnell              Name: A. Thomas Smith III
    Title:  President                      Title:   Vice President and Secretary









<PAGE>   1

                                                                 Exhibit (e) (1)

                       DISTRIBUTION AND SERVICE AGREEMENT


         THIS DISTRIBUTION AND SERVICE AGREEMENT dated as of May 26, 1999, (the
"Agreement") by and between VAN KAMPEN EQUITY TRUST II, a Delaware business
trust (the "Trust"), on behalf of its series, VAN KAMPEN TECHNOLOGY FUND (the
"Fund"), and VAN KAMPEN FUNDS INC., a Delaware corporation (the "Distributor").

         1. Appointment of Distributor. The Fund appoints the Distributor as a
principal underwriter and exclusive distributor of each class of its shares of
beneficial interest (the "Shares") offered for sale from time to time pursuant
to the then current prospectus of the Fund, subject to different combinations of
front-end sales charges, distribution fees, service fees and contingent deferred
sales charges. Classes of shares, if any, subject to a front-end sales charge
and a distribution and/or service fee are referred to herein as "FESC Classes"
and the Shares of such classes are referred to herein as "FESC Shares." Classes
of shares, if any, subject to a contingent-deferred sales charge and a
distribution and/or a service fee are referred to herein as "CDSC Classes" and
Shares of such classes are referred to herein as "CDSC Shares." Classes of
shares, if any, subject to a front-end sales charge, a contingent-deferred sales
charge and a distribution and/or service fee are referred to herein as
"Combination Classes" and Shares of such class are referred to herein as
"Combination Shares." The Fund reserves the right to refuse at any time or times
to sell Shares hereunder for any reason deemed adequate by the Board of Trustees
of the Fund.

         The Distributor will use its best efforts to sell, through its
organization and through other dealers and agents, the Shares which the
Distributor has the right to purchase under Section 2 hereof, but the
Distributor does not undertake to sell any specific number of Shares.

         The Distributor agrees that it will not take any long or short
positions in the Shares, except for long positions in those Shares purchased by
the Distributor in accordance with any systematic sales plan described in the
then current Prospectus of the Fund and except as permitted by Section 2 hereof,
and that so far as it can control the situation, it will prevent any of its
trustees, officers or shareholders from taking any long or short positions in
the Shares, except for legitimate investment purposes.

         2. Sale of Shares to Distributor. The Fund hereby grants to the
Distributor the exclusive right, except as herein otherwise provided, to
purchase Shares directly from the Fund upon the terms herein set forth. Such
exclusive right hereby granted shall not apply to Shares issued or transferred
or sold at net asset value: (a) in connection with the merger or consolidation
of the Fund with any other investment company or the acquisition by the Fund of
all or substantially all of the assets of or the outstanding Shares of any
investment company; (b) in connection with a pro rata distribution directly to
the holders of Fund Shares in the nature of a stock dividend or stock split or
in connection with any other recapitalization approved by the Board of Trustees;
(c) upon the exercise of purchase or subscription rights granted to the holders
of Shares on a pro rata basis; (d) in connection with the automatic reinvestment
of dividends and distributions from the Fund; or (e) in connection with the
issue and sale of Shares to trustees, officers and employees of the Fund; to
directors, officers and employees of the investment adviser of the Fund or any
principal underwriter (including the Distributor) of the Fund; to retirees of
the Distributor that purchased shares of any mutual fund distributed by the
Distributor prior to retirement; to directors, officers and employees of Van
Kampen Investments Inc. (formerly The Van Kampen American Capital, Inc.) (the
parent of the Distributor) and to the subsidiaries of Van Kampen Investments
Inc.; and to any trust, pension, profit-sharing or other benefit plan for any of
the aforesaid persons as permitted by Rule 22d-1 under the Investment Company
Act of 1940 (the "1940 Act").


                                       1

<PAGE>   2




         The Distributor shall have the right to buy from the Fund the Shares
needed, but not more than the Shares needed (except for reasonable allowances
for clerical errors, delays and errors of transmission and cancellation of
orders) to fill unconditional orders for Shares received by the Distributor from
dealers, agents and investors during each period when particular net asset
values and public offering prices are in effect as provided in Section 3 hereof;
and the price which the Distributor shall pay for the Shares so purchased shall
be the respective net asset value used in determining the public offering price
on which such orders were based. The Distributor shall notify the Fund at the
end of each such period, or as soon thereafter on that business day as the
orders received in such period have been compiled, of the number of Shares of
each class that the Distributor elects to purchase hereunder.

         3. Public Offering Price. The public offering price per Share shall be
determined in accordance with the then current Prospectus of the Fund. In no
event shall the public offering price exceed the net asset value per Share,
plus, with respect to the FESC Shares, a front-end sales charge not in excess of
the applicable maximum sales charge permitted under the Rules of Fair Practice
of the National Association of Securities Dealers, Inc., as in effect from time
to time. The net asset value per share for each class of Shares, respectively,
shall be determined in the manner provided in the Declaration of Trust and
By-Laws of the Trust as then amended, the Certificate of Designation with
respect to the Fund, as amended, and in accordance with the then current
Prospectus of the Fund consistent with the terms and conditions of the exemptive
order with respect to the Fund (Release No. IC-19600) issued by the Securities
and Exchange Commission on July 28, 1993, as it may be amended from time to time
or succeeded by other exemptive orders or rules promulgated by the Securities
and Exchange Commission under the 1940 Act. The Fund will cause immediate notice
to be given to the Distributor of each change in net asset value as soon as it
is determined. Discounts to dealers purchasing FESC Shares from the Distributor
for resale and to brokers and other eligible agents making sales of FESC Shares
to investors and compensation payable from the Distributor to dealers, brokers
and other eligible agents making sales of CDSC Shares and Combination Shares
shall be set forth in the selling agreements between the Distributor and such
dealers or agents, respectively, as from time to time amended, and, if such
discounts and compensation are described in the then current Prospectus for the
Fund, shall be as so set forth.

         4. Compliance with NASD Rules, SEC Orders, etc. In selling Fund Shares,
the Distributor will in all respects duly comply with all state and federal laws
relating to the sale of such securities and with all applicable rules and
regulations of all regulatory bodies, including without limitation the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., and all
applicable rules and regulations of the Securities and Exchange Commission under
the 1940 Act, and will indemnify and save the Fund harmless from any damage or
expense on account of any unlawful act by the Distributor or its agents or
employees. The Distributor is not, however, to be responsible for the acts of
other dealers or agents, except to the extent that they shall be acting for the
Distributor or under its direction or authority. None of the Distributor, any
dealer, any agent or any other person is authorized by the Fund to give any
information or to make any representations, other than those contained in the
Registration Statement or Prospectus heretofore or hereafter filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act") (as any such Registration Statement and Prospectus may have
been or may be amended from time to time), covering the Shares, and in any
supplemental information to any such Prospectus approved by the Fund in
connection with the offer or sale of Shares. None of the Distributor, any
dealer, any broker or any other person is authorized to act as agent for the
Fund in connection with the offering or sale of Shares to the public or
otherwise. All such sales shall be made by the Distributor as principal for its
own account.

         In selling Shares to investors, the Distributor will adopt and comply
with certain standards, as set forth in Exhibit III attached hereto as to when
each respective class of Shares may appropriately be sold to particular
investors. The Distributor will require every broker, dealer and other eligible
agent participating in the offering of the Shares to agree to adopt and comply
with such standards as a condition precedent to their participation in the
offering.

                                       2

<PAGE>   3


         5.  Expenses.

                  (a)  The Fund will pay or cause to be paid:

                     (i)  all expenses in connection with the registration of
                          Shares under the federal securities laws, and the Fund
                          will exercise its best efforts to obtain said
                          registration and qualification;

                     (ii) all expenses in connection with the printing of any
                          notices of shareholders' meetings, proxy and proxy
                          statements and enclosures therewith, as well as any
                          other notice or communication sent to shareholders in
                          connection with any meeting of the shareholders or
                          otherwise, any annual, semiannual or other reports or
                          communications sent to the shareholders, and the
                          expenses of sending prospectuses relating to the
                          Shares to existing shareholders;

                     (iii)all expenses of any federal or state original-issue
                          tax or transfer tax payable upon the issuance,
                          transfer or delivery of Shares from the Fund to the
                          Distributor; and

                     (iv) the cost of preparing and issuing any Share
                          certificates which may be issued to represent Shares.

                  (b) The Distributor will also permit its officers and
employees to serve without compensation as trustees and officers of the Fund if
duly elected to such positions.

                  (c) The Fund shall reimburse the Distributor for out-of-pocket
costs and expenses actually incurred by it in connection with distribution of
each class of Shares respectively in accordance with the terms of a plan (the
"12b-1 Plan") adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act as
such 12b-1 Plan may be in effect from time to time; provided, however, that no
payments shall be due or paid to the Distributor hereunder with respect to a
class of Shares unless and until this Agreement shall have been approved for
each such class by a majority of the Board of Trustees of the Fund and by a
majority of the "Disinterested Trustees" (as such term is defined in such 12b-1
Plan) by vote cast in person at a meeting called for the purpose of voting on
this Agreement. A copy of such 12b-1 Plan as in effect on the date of this
Agreement is attached as Exhibit I hereto. The Fund reserves the right to
terminate such 12b-1 Plan with respect to a class of Shares at any time, as
specified in the Plan. The persons authorized to direct the payment of funds
pursuant to this Agreement and the 12b-1 Plan shall provide to the Fund's Board
of Trustees, and the Trustees shall review, at least quarterly, a written report
with respect to each of the classes of Shares of the amounts so paid and the
purposes for which such expenditures were made for each such class of Shares.

                  (d) The Fund shall compensate the Distributor for providing
services to, and the maintenance of, shareholder accounts in the Fund (including
prepaying service fees to eligible brokers, dealers and financial intermediaries
and expenses incurred in connection therewith) and the Distributor may pay as
agent for and on behalf of the Fund a service fee with respect to each class of
Shares to brokers, dealers and financial intermediaries for the provision of
shareholder services and the maintenance of shareholder accounts in the Fund in
the amount with respect to each class of Shares set forth from time to time in
the Fund's prospectus. The Fund shall compensate the Distributor for such
expenses in accordance with the terms of a service plan (the "Service Plan"), as
such Service Plan may be in effect from time to time; provided, however, that no
service fee payments shall be due or paid to the Distributor hereunder with
respect to a class of Shares unless and until this Agreement shall have been
approved for each such class by a majority of the Board of Trustees of the Fund
and by a majority of the Disinterested Trustees by vote cast in person at a
meeting called for the purpose of voting on this Agreement. A copy of such
Service Plan as in effect on the date of this Agreement is attached as Exhibit
II hereto. The Fund reserves the right to terminate such Service Plan with
respect to a class of Shares at any time, as specified in the Plan. The persons
authorized to direct the payment of funds pursuant to this Agreement and the
Service Plan shall provide to the Fund's Board of Trustees, and the Trustees
shall review, at least quarterly, a written report with respect to each of the
classes of Shares of the amounts paid as service fees for each such class of
Shares.


                                       3

<PAGE>   4




         6. Redemption of Shares. In connection with the Fund's redemption of
its Shares, the Fund hereby authorizes the Distributor to repurchase, upon the
terms and conditions hereinafter set forth, as the Fund's agent and for the
Fund's account, such Shares as may be offered for sale to the Fund from time to
time by holders of such Shares or their agents.

                  (a) Subject to and in conformity with all applicable federal
and state legislation, any applicable rules of the National Association of
Securities Dealers, Inc., and any applicable rules and regulations of the
Securities and Exchange Commission under the 1940 Act, the Distributor may
accept offers of holders of Shares to resell such Shares to the Fund on such
terms and conditions and at such prices as described and provided for in the
then current Prospectus of the Fund.

                  (b) The Distributor agrees to notify the Fund at such times as
the Fund may specify of the number of each class of Shares, respectively,
repurchased for the Fund's account and the time or times of such repurchases,
and the Fund shall notify the Distributor of the prices and, in the case of a
class of CDSC Shares or Combination Shares, of the deferred sales charge as
described below, if any, applicable to repurchases of Shares of such class.

                  (c) The Fund shall have the right to suspend or revoke the
foregoing authorization at any time; unless otherwise stated, any such
suspension or revocation shall be effective forthwith upon receipt of notice
thereof by telegraph or by written instrument from any of the Fund's officers.
In the event that the Distributor's authorization is, by the terms of such
notice, suspended for more than twenty-four hours or until further notice, the
authorization given by this Section 6 shall not be revived except by vote of the
Board of Trustees of the Fund.

                  (d) The Distributor agrees that all repurchases of Shares made
by the Distributor shall be made only as agent for the Fund's account and
pursuant to the terms and conditions herein set forth.

                  (e) The Fund agrees to authorize and direct its Custodian to
pay, for the Fund's account, the repurchase price (together with any applicable
contingent deferred sales charge) of any Shares so repurchased for the Fund
against the authorized transfer of book shares from an open account and against
delivery of any other documentation required by the Board of Trustees of the
Fund or, in the case of certificated Shares, against delivery of the
certificates representing such Shares in proper form for transfer to the Fund.

                  (f) The Distributor shall receive no commissions or other
compensation in respect of any repurchases of FESC Shares for the Fund under the
foregoing authorization and appointment as agent. With respect to any repurchase
of CDSC Shares or Combination Shares, the Distributor shall receive the deferred
sales charge, if any, applicable to the respective class of Shares that have
been held for less than a specified period of time with respect to such class as
set forth from time to time in the Fund's Prospectus. The Distributor shall
receive no other commission or other compensation in respect of any repurchases
of CDSC Shares or Combination Shares for the Fund under the foregoing
authorization and appointment as agent.

                  (g) If any FESC Shares sold to the Distributor under the terms
of this Agreement are redeemed or repurchased by the Fund or by the Distributor
as agent or are tendered for redemption within seven business days after the
date of the Distributor's confirmation of the original purchase by the
Distributor, the Distributor shall forfeit the amount above the net asset value
received by it in respect of such Shares, provided that the portion, if any, of
such amount re-allowed by the Distributor to dealers or agents shall be
repayable to the Fund only to the extent recovered by the Distributor from the
dealer or agent concerned. The Distributor shall include in agreements with such
dealers and agents a corresponding provision for the forfeiture by them of their
concession with respect to FESC Shares purchased by them or their principals and
redeemed or repurchased by the Fund or by the Distributor as agent within seven
business days after the date of the Distributor's confirmation of such initial
purchases.




                                       4

<PAGE>   5


         7. Indemnification. The Fund agrees to indemnify and hold harmless 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, damage or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, claim, damage,
or expense and reasonable counsel fees incurred in connection therewith),
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 Fund (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 therein, in light of
the circumstances under which they were made, not misleading under the 1933 Act
or any other statute or the common law. However, the Fund 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 Fund by or on behalf of the Distributor. In no case (i) is the
indemnity of the Fund 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 securityholders 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 this Agreement, or (ii) is the
Fund to be liable under its indemnity agreement contained in this Section with
respect to any claim made against the Distributor or any person indemnified
unless the Distributor or any such person shall have notified the Fund in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon the Distributor or any such person (or after the Distributor or
the person shall have received notice of service on any designated agent).
However, failure to notify the Fund of any claim shall not relieve the Fund from
any liability which it may have to the Distributor or any person against whom
such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Fund shall be entitled to participate at its
own expense in the defense, or, if it so elects, to assume the defense, of any
suit brought to enforce any claims, but if the Fund elects to assume the
defense, the defense shall be conducted by counsel chosen by it and satisfactory
to the Distributor or person or persons, defendant or defendants in the suit. In
the event the Fund elects to assume the defense of any suit and retain counsel,
the Distributor, officers or trustees or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Fund does not elect to assume the
defense of any suit, it will reimburse the Distributor, officers or trustees or
controlling person or persons, defendant or defendants in the suit for the
reasonable fees and expenses of any counsel retained by them. The Fund agrees to
notify the Distributor promptly of the commencement of any litigation or
proceedings against it or any of its officers or directors in connection with
the issuance or sale of any of the Shares.

         The Distributor also covenants and agrees that it will indemnify and
hold harmless the Fund and each of its trustees and officers and each person, if
any, who controls the Fund within the meaning of Section 15 of the 1933 Act
against any loss, liability, damage, claim or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, damage, claim or
expense and reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any Shares, based upon the 1933 Act or any other
statute or common law, alleging any wrongful act of the Distributor or any of
its employees or alleging that the registration statement, Prospectus,
shareholder reports or other information filed or made public by the Fund (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 therein, in light of the circumstances under which they were
made, not misleading, insofar as the statement or omission was made in reliance
upon, and in conformity with, information furnished to the Fund by or on behalf
of the Distributor. In no case (i) is the indemnity of the Distributor in favor
of the Fund or any person indemnified to be deemed to protect the Fund or any
such person against any liability to which the Fund 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 obligation and duties under this Amended Agreement, or (ii) is
the Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Fund or any person
indemnified unless the Fund or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Fund or person (or after the Fund or
such person shall have received notice of service on any designated agent).



                                       5

<PAGE>   6


However, failure to notify the Distributor of any claim shall not relieve the
Distributor from any liability which it may have to the Fund or any person
against whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense, of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its officers and trustees and to any controlling person or persons, defendant
or defendants in the suit. In the event that the Distributor elects to assume
the defense of any suit and retain counsel, the Fund or controlling persons,
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any suit, it will reimburse the Fund, officers and trustees or
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Distributor
agrees to notify the Fund promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of the
Shares.

         8. Continuation, Amendment or Termination of This Agreement. This
Agreement shall become effective on the Effective Date and thereafter shall
continue in full force and effect year to year with respect to each class of
Shares so long as such continuance is approved at least annually (i) by the
Board of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the respective class of Shares of the Fund, and (ii) by
vote of a majority of the Trustees who are not parties to this Agreement or
interested persons in any such party (the "Independent Trustee") cast in person
at a meeting called for the purpose of voting on such approval, provided,
however, that (a) this Agreement may at any time be terminated with respect to
either class of Shares of the Fund without the payment of any penalty either by
vote of a majority of the Disinterested Trustees, or by vote of a majority of
the outstanding voting securities of the respective class of Shares of the Fund,
on written notice to the Distributor; (b) this Agreement shall immediately
terminate in the event of its assignment; and (c) this Agreement may be
terminated by the Distributor on ninety (90) days' written notice to the Fund.
Upon termination of this Agreement with respect to either class of Shares of the
Fund, the obligations of the parties hereunder shall cease and terminate with
respect to such class of Shares as of the date of such termination, except for
any obligation to respond for a breach of this Agreement committed prior to such
termination.

         This Agreement may be amended with respect to either class of Shares at
any time by mutual consent of the parties, provided that such consent on the
part of the Fund shall have been approved (i) by the Board of Trustees of the
Fund, or by a vote of the majority of the outstanding voting securities of the
respective class of Shares of the Fund, and (ii) by vote of a majority of the
Independent Trustees cast in person at a meeting called for the purpose of
voting on such amendment.

         For the purpose of this section, the terms "vote of a majority of the
outstanding voting securities", "interested persons" and "assignment" shall have
the meanings defined in the 1940 Act, as amended.

         9. Limited Liability of Shareholder. Notwithstanding anything to the
contrary contained in this Agreement, you acknowledge and agree that, as
provided by Section 8.1 of the Agreement and Declaration of Trust of the Trust,
this Agreement is executed by the Trustees of the Trust and/or Officers of the
Fund by them not individually but as such Trustees and/or Officers, and the
obligations of the Fund hereunder are not binding upon any of the Trustees,
Officers or Shareholders individually, but bind only the trust estate.

         10. Notice. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party or at such other address as such party shall have designated in
writing.

         11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE GOVERNED BY, THE
LAW OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF
LAWS.



                                       6


<PAGE>   7

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.


                                        VAN  KAMPEN  EQUITY  TRUST  II,  on
                                        behalf of its series, VAN KAMPEN
                                        TECHNOLOGY FUND



                                        By: /s/ A. Thomas Smith III
                                           -------------------------------------
                                           Name:    A. Thomas Smith III
                                           Title:   Vice President and Secretary



                                        VAN KAMPEN FUNDS INC.



                                        By: /s/ John H. Zimmermann, III
                                            ------------------------------------
                                          Name:     John H. Zimmermann, III
                                           Title:   President



                                       7

<PAGE>   1


                                                                 EXHIBIT (e(2))

                                    FORM OF
                                DEALER AGREEMENT
                           WITH VAN KAMPEN FUNDS INC.
                              REGARDING VAN KAMPEN
                  OPEN-END AND CLOSED-END INVESTMENT COMPANIES


Ladies and Gentlemen:

     As dealer for our own account, we offer to sell to you shares of any of
the Van Kampen open-end investment companies (the "Open-End Funds" or,
individually, an "Open-End Fund") and Van Kampen closed-end investment
companies (the "Closed-End Funds" or, individually, a "Closed-End Fund")
distributed by Van Kampen Funds Inc. ("VK Funds") pursuant to the terms and
conditions contained herein. Collectively, the Open-End Funds and Closed-End
Funds sometimes are referred to herein as the "Funds" or, individually,
as a "Fund".

     VK Funds acts as the principal underwriter (as such term is defined in the
Investment Company Act of 1940, as amended) for each Fund with respect to its
offering of one or more classes of shares as described in each Fund's
Prospectus.  Pursuant to this Agreement, VK Funds offers to sell to you shares
of each Open-End Fund and each Closed-End Fund prior to the Effective Date (as
defined herein) of each Fund's Registration Statement (as defined herein) (the
"Initial Offering Period") and after the Effective Date of each Fund's
Registration Statement (the "Continuous Offering Period") (if any) as described
in each respective Fund's Prospectus.

     As used herein unless otherwise indicated, the term "Prospectus" means the
final prospectus and Statement of Additional Information included in the
registration statement for the fund on the effective date and as from time to
time thereafter amended or supplemented.  As used herein unless otherwise
indicated, the term "Preliminary Prospectus" means any preliminary prospectus
and any preliminary Statement of Additional Information included at any time as
a part of the registration statement for any Fund prior to the effective date
and which is authorized by VK Funds for use in connection with the offering
of shares.

     In consideration of the mutual obligations contained herein, the
sufficiency of which is hereby acknowledged by you, the terms of the Agreement
are as follows:

GENERAL TERMS AND CONDITIONS

     1.  Your acceptance of this Agreement constitutes a representation that
you are a broker-dealer registered with the Securities and Exchange Commission
(the "SEC") and a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD") or, in the alternative, that you are a
foreign dealer or bank, not required to be registered as a broker-dealer with
the SEC and not required or eligible for membership in the NASD.  If you are
such an NASD member, you agree that in making sales of shares of the one or
more classes of shares of each Fund you will comply with all applicable rules
of the NASD, including without limitation rules pertaining to the opening,
approval, supervision and monitoring of customer accounts, the NASD's
Interpretation with Respect to Free-Riding and Withholding and Sections 8, 24
and 36 of Article III of the NASD's Rules of Fair Practice.  If you are such an
unregistered foreign dealer or bank, you agree not to offer or sell, or to
agree to offer or sell, directly or indirectly, except through VK Funds,
any shares to any party to whom such shares may not be sold unless you are
so registered and a member of the NASD, and in making sales of such shares
you agree to comply with the NASD's Interpretation with Respect to Free-Riding
and Withholding and Sections 8, 24 and 36 of Article III of the NASD's Rules
of Fair Practice as though you were a member in


                                      1

<PAGE>   2





good standing of the NASD and to comply with Section 25 of such Article III as
it applies to a nonmember broker or dealer in a foreign country.  You and we
agree to abide by all other Rules and Regulations of the NASD, including
Section 26 of its Rules of Fair Practice, and all applicable state and Federal
laws, rules and regulations.  Your acceptance also constitutes a representation
that you have been duly authorized by proper corporate or partnership action to
enter into this Agreement and to perform your obligations hereunder.  You will
not accept any orders from any broker, dealer or financial institution who is
purchasing from you with a view toward distribution unless you have obtained
such person's or entity's written consent to be bound by the terms of this
Agreement.

     2.  In all sales of shares of the Funds to the public you shall act as
dealer for your own account, and you shall have no authority in any transaction
to act as agent for the Fund or for VK Funds.

     3.  Each Fund has filed with the SEC and the securities commissions of one
or more states a Registration Statement (the "Registration Statement") on the
SEC Form applicable to the respective Fund.  The date on which the Registration
Statement is declared effective by the SEC is referred to herein as the
"Effective Date".  Prior to the Effective Date of the Registration Statement
with respect to a particular Fund, you expressly acknowledge and understand
that with respect to such Fund:

     (a)  Shares of such Fund may not be sold, nor may offers to buy be
accepted, (i) in any state prior to the Effective Date of the Registration
Statement with respect thereto or (ii) in any state in which such offer or sale
would be unlawful prior to registration or qualification under the securities
laws of such state.

     (b)  The Fund's Preliminary Prospectus, together with any sales material
distributed for use in connection with the offering of shares of such Fund,
does not constitute an offer to sell or the solicitation of an offer to buy
shares of such Fund and is subject to completion and modification by the
Prospectus.  You agree that you will distribute to the public only (a) the
Preliminary Prospectus, the Prospectus and any amendment or supplement thereto
and (b) sales literature or other documents expressly authorized for such
distribution by VK Funds.

     (c)  In the event that you transmit indications of interest to VK Funds
for accumulation prior to the Effective Date, you will be responsible for
confirming such indications of interest with your customers following the
Effective Date.  Indications of interest with respect to shares of a class of a
Fund's shares transmitted to VK Funds prior to the Effective Date will be
conditioned upon the occurrence of the Effective Date and the registration or
qualification of the respective class of shares in the respective state.

     (d)  Indications of interest with respect to shares of a class of a Fund's
shares which are not canceled by you prior to the latter of the Effective Date
and the registration or qualification of the respective class of the Fund's
shares in the respective state, and accepted by VK Funds will be deemed by
VK Funds to be orders for shares of such class of shares of the Fund.

     (e)  All indications of interest and orders transmitted to VK Funds are
subject to the terms and conditions of the Prospectus and this Agreement.

     4.  After the Effective Date, you will not offer shares of a class of the
Fund's shares for sale in any state where they are not qualified for sale under
the "blue sky" laws and regulations of such state or where you are not
qualified to act as a dealer, except for states in which they are exempt from
qualification.

     5.  In the event that you offer shares of the Fund for sale outside the
United States, you agree to comply with the applicable laws, rules and
regulations of the foreign government having jurisdiction over such sales,
including any regulations of the United States military authorities applicable
to solicitations to military personnel.

                                      2

<PAGE>   3
     6.  Upon application to VK Funds, VK Funds will inform you as to the
jurisdictions in which VK Funds believes shares of a Fund have been qualified
for sale under the respective securities or "blue sky" laws of such
jurisdictions. VK Funds understands and agrees that qualification of any shares
of a Fund for sale in such jurisdictions shall be solely VK Funds'
responsibility and that you assume no responsibility or obligation with respect
to such eligibility.  You understand and agree that your compliance with the
requirements of the securities or "blue sky" laws in each jurisdiction with
respect to your right to sell the shares in such jurisdiction shall be solely
your responsibility.

     7.  No person is authorized to make any representations concerning any
class of shares of a Fund except those contained in the Fund's current
Preliminary Prospectus or Prospectus, as the case may be.  In purchasing shares
from us you shall rely solely on the representations contained in such
Prospectus. VK Funds will furnish additional copies of a Fund's current
Prospectus and sales literature issued by VK Funds in reasonable quantities upon
request.

     8.  Orders received from you will be accepted by VK Funds only at the
public offering price applicable to each order as specified in the then-current
Fund Prospectus.  The minimum dollar purchase of any shares of each Fund by any
person shall be the applicable minimum dollar amount described in the
then-current Fund Prospectus for that class of shares, and no order for less
than such amount will be accepted hereunder.  The procedures relating to the
handling of orders shall be subject to instructions that VK Funds shall
communicate from time to time to you.  All orders are subject to acceptance or
rejection by VKAC in its sole discretion.

     9.  Payment for Fund shares shall be made on or before the settlement date
specified in the VK Funds confirmation at the office of VK Funds' clearing
agent, or wire to the order of the Fund which reserves VK Funds' right to delay
issuance or transfer of shares until such check has cleared.  If such payment is
not received by VK Funds, VK Funds reserves the right, without notice, forthwith
either to cancel the sale or, at its option, to sell the shares ordered back to
the Fund, and in either case, VK Funds may hold you responsible for any loss
suffered by the Fund.  You agree that in transmitting investors' funds, you will
comply with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended.

     10.  You shall not withhold placing orders with VK Funds from your
customers so as to profit yourself as a result of such withholding; e.g., by a
change in the net asset value from that used in determining the public offering
price to your customers.

     11.  VK Funds will not accept from you any conditioned orders for shares,
except at a definite, specified price.

     12.  You represent that you are familiar with Release No. 4968 under the
Securities Act of 1933, as amended, and Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, as it relates to the distribution of
Preliminary Prospectuses (and not Statements of Additional Information) and
Prospectuses (and not Statements of Additional Information) for each Fund and
agree that you will comply therewith.  You agree that if an investor or
potential investor places a request with you to receive a Statement of
Additional Information, you will (i) provide such person with a Statement of
Additional Information without charge and notify the Fund that you have done so,
(ii) notify the Fund of the request so that the Fund can fulfill the request or
(iii) tell such person to request a Statement of Additional Information by
telephoning the Fund at the number set forth on the cover of the current
Prospectus or Preliminary Prospectus.  You also agree to keep an accurate record
of your distribution (including dates, number of copies and persons to whom
sent) of copies of any Preliminary Prospectus (and any Statement of Additional
Information) and/or Prospectus (and any Statement of Additional Information) for
each Fund (or any amendment or supplement to either) and, promptly upon request
by VK Funds, to bring all subsequent changes to such Preliminary Prospectus or
Prospectus to the attention of anyone to whom such material shall have been
distributed.  You further agree to furnish to persons who receive a confirmation
of sale of shares of any Fund a copy of the Prospectus (and not the Statement of
Additional Information) for such Fund filed pursuant to Rule 497 under the
Securities Act of 1933, as amended.

                                      3

<PAGE>   4





     13.  Unless otherwise indicated in a Fund's Prospectus, stock certificates
for shares of Funds sold to you shall be issued only if specifically requested.

     14.  VK Funds will have no liability to you, except for lack of good faith
and for obligations expressly assumed by VK Funds in this Agreement.

     15.  All communications to VK Funds shall be sent to 1 Parkview Plaza,
PO Box 5555 Oakbrook Terrace, Illinois 60181-5555, Attention:  Mutual Fund
Department. Any notice to you shall be duly given if sent to you at the address
specified by you below or such other address as you may designate to VK Funds in
writing.

     16.  Neither this Agreement nor the performance of the services hereunder
shall be considered to create a joint venture or partnership between VK Funds
and you.

     17.  This Agreement shall be construed in accordance with the laws of the
State of Illinois without reference to the choice-of-law principles thereof.

     18.  The Fund reserves the right in its discretion and VK Funds reserves
the right in its discretion, without notice, to suspend or withdraw the offering
of any shares of a Fund entirely.  VK Funds reserves the right, without notice,
to amend, modify or cancel the Agreement.  The Agreement may not be assigned by
either party without prior written consent of the other party.

     19.  This Agreement may be terminated at any time by either party.

TERMS AND CONDITIONS APPLICABLE ONLY TO OPEN-END FUNDS

     20.  Each of the Open-End Fund's is subject to an alternative distribution
plan (the "Alternative Distribution Plan") as described in such Fund's
then-current Prospectus pursuant to which the Open-End Fund may sell multiple
classes of its shares with varying combinations of front-end service charges
(each a "FESC"), distributions fees, service fees, contingent deferred sales
charges (each a "CDSC"), exchange features, conversion rights, voting rights,
expenses allocations and investment requirements.  As used herein, classes of
shares of a Fund subject to a FESC will be referred to as FESC Shares, and
classes of shares of a Fund subject to a CDSC will be referred to as CDSC
Shares.
+
     21.(a)  With respect to any shares of a class of FESC Shares of an
Open-End Fund, the public offering price for such shares shall be the net asset
value per share plus a FESC, expressed as a percentage of the applicable public
offering price, as determined and effective as of the time specified in the
then-current Prospectus of such Open-End Fund.  The dealer discount applicable
to any sale of shares of a class of FESC Shares of an Open-End Fund shall be a
percentage of the applicable public offering price for such shares as provided
for in the then-current Prospectus of such Open-End Fund or, if not so
provided, as provided to you from time to time in writing by VK Funds.

     (b)  With respect to any shares of a class of CDSC Shares of an Open-End
Fund, the public offering price for such shares shall be the net asset value per
share as determined and effective as of the time specified in the then-current
Prospectus of such Open-End Fund.  The dealer sales compensation payable by VK
Funds applicable to any sale of shares of a class of CDSC Shares of an Open-End
Fund shall be the percentage of the applicable public offering price for such
shares as provided for in the then-current Prospectus of such Open-End Funds or,
if not so provided, as provided to you from time to time in writing by VK Funds.

     22.  Should you wish to participate in the Distribution Plan with respect
to a class of shares adopted by an Open-End Fund pursuant to Rule 12b-1 ("Rule
12b-1 Plan") under the Investment Company Act of 1940, as amended, or the
Service Plan with respect to a class of shares, it is understood that you must
be approved by the Board of Directors of such Open-End Fund and execute a
Distribution Assistance Agreement.

                                      4


<PAGE>   5

     23.  With respect to the Open-End Funds, your acceptance of this Agreement
constitutes a representation that you will adopt policies and procedures to
comply with Rule 18f-3 under the Investment Company Act of 1940, with respect to
when you may appropriately sell the various classes of shares of the Open-End
Funds to investors and that you will sell such shares only in accordance
therewith.

     24.(a)  You agree to purchase shares of an Open-End Fund only from VK Funds
or from your customers.  If you purchase shares of an Open-End Fund from VK
Funds, you agree that all such purchases shall be made only:  (i) to cover
orders already received by you from your customers or (ii) for your own bona
fide investment. If you purchase shares of an Open-End Fund from your customers,
you agree to pay such customers not less than the applicable repurchase price
for such shares as established by the then-current Prospectus for such Open-End
Fund. VK Funds in turn agrees that it will not purchase any shares from an
Open-End Fund except for the purpose of covering purchase orders that it has
already received.

             (b)  With respect to shares of a class of CDSC Shares of an
Open-End Fund purchased from your customers, you additionally agree to resell
such shares only to VK Funds as agent for the Fund at the repurchase price for
such shares as established by the then-current Prospectus of such Open-End Fund.
You acknowledge and understand that shares of a class of CDSC Shares of an
Open-End Fund may be subject to a CDSC payable to VK Funds as set forth in the
Prospectus for such Open-End Fund in effect at the time of the original purchase
of such shares from the Open-End Fund and that the repurchase price for such
shares that will be paid by VK Funds will reflect the imposition of any
applicable CDSC.

     25.(a)  You shall sell shares of a class of shares of an Open-End Fund
only:  (i) to customers at the applicable public offering price or (ii) to VK
Funds as agent for the Open-End Fund at the repurchase price in the then-current
Prospectus of such Open-End Fund.  In such a sale to VK Funds, you may act
either as principal for your own account or as agent for your customer.  If you
act as principal for your own account in purchasing shares of a class of shares
of an Open-End Fund for resale to VK Funds, you agree to pay your customer not
less than the price that you receive from VK Funds.  If you act as agent for
your customer in selling shares of a class of shares of an Open-End Fund to VK
Funds, you agree not to charge your customer more than a fair commission for
handling the transaction.  You acknowledge and understand that CDSC Shares of an
Open-End Fund may be subject to a CDSC payable to VK Funds as set forth in the
Prospectus of such Open-End Fund in effect at the time of the original purchase
of such CDSC Shares and that the repurchase price that will be paid by VK Funds
for such CDSC Shares will reflect the imposition of any such CDSC.

     26.  If any shares of a class of FESC Shares of an Open-End Fund sold to or
by you under the terms of this Agreement are repurchased by the Fund or by VK
Funds as agent for the Fund or are tendered for redemption within seven business
days after the date of VK Funds' confirmation of the original purchase, it is
agreed that you shall forfeit your right to any dealer discount received by you
on such FESC Shares.  VK Funds will notify you of any such repurchase or
redemption within ten business days from the date on which the repurchase or
redemption order in proper form is delivered to VK Funds or to the Fund, and you
shall forthwith refund to VK Funds the full dealer discount allowed to you on
such sale. VK Funds agrees, in the event of any such repurchase or redemption,
to refund to the Fund its share of any discount allowed to VK Funds and, upon
receipt from you of the refund of the discount allowed to you, to pay such
refund forthwith to the Fund.

TERMS AND CONDITIONS APPLICABLE TO CLOSED END-FUNDS

     27.  No Closed-End Fund will issue fractional shares.

     28.  VK Funds may, in its sole discretion, allocate shares of a Closed-End
Fund among brokers and dealers participating in the Initial Offering Period or
among brokers, dealers and banks in the Continuous Offering Period, as the case
may be, on other than a pro rata basis, which may result in

                                      5

<PAGE>   6

certain brokers, dealers and banks not being allocated the full amount of
shares of such fund sold by them while certain other brokers, dealers and banks
may receive their full allocation.

     29.  You agree that with respect to orders for shares of a Closed-End Fund,
you will transmit such orders received during the Initial Offering Period to VK
Funds within the time period as specified in such Closed-End Fund's Prospectus
(or in the time period as extended by VK Funds in writing).  You also agree to
transmit any customer order received during the Continuous Offering Period to VK
Funds prior to the time that the public offering price for such Closed-End Fund
is next determined after your receipt of such order as set forth in the
Closed-End Fund's Prospectus.  There is no assurance that each Closed-End Fund
will engage in a continuous offering of shares.

     30.  On each order accepted by VK Funds for shares of a Closed-End Fund,
you will be entitled to receive a concession paid out of VK Funds' own assets
as set forth in the then-current Prospectus of such Closed-End Fund (exclusive
of additional compensation that may be payable pursuant to sales programs, if
any, that may be established from time to time as described in the Prospectus
for such Closed-End Fund, which will be payable only as and to the extent the
requirements of such programs are satisfied).  In no event will any Closed-End
Fund reimburse VK Funds for any such sales concessions or other additional
compensation or pay any such concession or other additional compensation or
allowance directly to you. VK Funds will specify for each Closed-End Fund a
period after the date that the shares of such Closed-End Fund are listed on the
New York Stock Exchange, the American Stock Exchange or another national
securities market system (which period will end no later that the first dividend
payment date with respect to such Closed-End Fund) during which sales
concessions and other additional compensation are subject to forfeiture as
provided in the following sentence (the "Forfeiture Period").  During the
Forfeiture Period for any Closed-End Fund, physical delivery of certificates
representing shares will be required to transfer ownership of such shares.  In
the event that any shares of a Closed-End Fund sold through an order received
from you in the Initial Offering Period or the Continuous Offering Period are
resold in the open market or otherwise during the Forfeiture Period, VK Funds
reserves the right to require you to forfeit any sales concessions and other
additional compensation with respect to such shares.  In the event of a
forfeiture, VK Funds may withhold any forfeited sales concessions and other
additional compensation that has not yet been paid or from other amounts yet to
be paid to you (whether or not payable with respect to such shares) and you
agree to repay to VK Funds, promptly upon demand, any forfeited sales
concessions and other compensation that has been paid.  Determinations of the
amounts to be paid to you or by you to VK Funds shall be made by VK Funds and
shall be conclusive.

     31.  During the Initial Offering Period and any Continuous Offering Period
for any Closed-End Fund, you agree to supply VK Funds, not less frequently than
once a week by Friday, 5:00 p.m. Eastern Time, during such Closed-End Fund's
Initial Offering Period, a list setting forth by state and in the aggregate all
indications of interest and, during any Continuous Offering Period, all shares
sold by you of such Closed-End Fund during such week (or lesser period of time),
and a list setting forth by name and location each registered representative
making said sales and indicating the amount of all sales per Closed-End Fund to
date.

     32.  You expressly acknowledge and understand that there is no Rule 12b-1
Plan for the Closed-End Funds.

     33.  You expressly acknowledge and understand that shares of the Closed-End
Funds will not be repurchased by either the Closed-End Funds (other than through
tender offers from time to time, if any) or by VK Funds and that no secondary
market for such shares is expected to develop until the shares have begun
trading on a national exchange or national market system.  You hereby covenant
that, until notified by VK Funds that the distribution of such shares has been
completed or that the Forfeiture Period has ended, you (a) will not make a
secondary market in any shares of such a Closed-End Fund, (b) will not purchase
or hold shares of such Closed-End Fund in inventory for the purpose of resale in
the open market or to your customers and (c) without VK Funds' consent, will
not repurchase shares of such Closed-End Fund in the open market or from your
customers for any account in which you have a beneficial interest.

                                      6

<PAGE>   7




     34.  Unlike the other Closed-End Funds, the Continuous Offering period with
respect to the Van Kampen Prime Rate Income Trust (the "Prime Rate Fund") may
continue indefinitely.  The offer to sell shares of the Prime Rate Fund is
subject to further terms and conditions in addition to those set forth above as
follows:

              (a)  You expressly acknowledge and understand that shares of the
Prime Rate Fund will not be repurchased by either the Prime Rate Fund (other
than through tender offers from time to time, if any) or VK Funds, and that no
secondary market for the shares of the Prime Rate Fund exists currently, or is
expected to develop.  You also expressly acknowledge and agree that, in the
event your customer cancels their order for shares after confirmation, such
shares may not be repurchased, remarketed or otherwise disposed of by or
through VK Funds.

              (b)  You acknowledge and understand that, while the Board of
Trustees of the Prime Rate Fund intends to consider tendering for all or a
portion of the Prime Rate Fund's shares on a quarterly basis, there is no
assurance the Prime Rate Fund will tender for shares at any time or, following
such a tender offer, that shares so tendered will be repurchased by the Prime
Rate Fund.  You acknowledge and understand that an early withdrawal charge
payable to VK Funds will be imposed on most shares accepted for tender by the
Prime Rate Fund which have been held for less than five years, as set forth in
the Prime Rate Fund's Prospectus.  ANY REPRESENTATION AS TO A TENDER OFFER BY
THE PRIME RATE FUND, OTHER THAN THAT WHICH IS SET FORTH IN THE PRIME RATE FUND'S
CURRENT PROSPECTUS IS EXPRESSLY PROHIBITED.

     Please accept the foregoing by signing this Dealer Agreement, keeping a
copy for your files and returning the original to us.

Accepted and Agreed to:
               (PRINT OR TYPE)



Dated:_______________________________     By:
                                          Its:


      _______________________________
      Broker-Dealer Name


      ________________________________
      Broker-Dealer Taxpayer ID Number


      _________________________________
      Address                                    VAN KAMPEN FUNDS INC.


      __________________________________
      City, State, Zip


By:   __________________________________
      Signature


      __________________________________
      Name


      __________________________________
      Title


      __________________________________
      Phone

                                       7




<PAGE>   1
                                                                 EXHIBIT (e(3))

                                    FORM OF
                   BROKER FULLY DISCLOSED CLEARING AGREEMENT
                           WITH VAN KAMPEN FUNDS INC.
                              REGARDING VAN KAMPEN
                  OPEN-END AND CLOSED-END INVESTMENT COMPANIES



Ladies and Gentlemen:

     As dealer for our own account, we offer to make available to you shares of
any of the Van Kampen open-end investment companies (the "Open-End Funds" or,
individually, an "Open-End Fund") and Van Kampen closed-end investment companies
(the "Closed-End Funds" or, individually, a "Closed-End Fund") distributed by
Van Kampen Funds Inc. ("VK Funds") pursuant to the terms and conditions
contained herein.  Collectively, the Open-End Funds and Closed-End Funds
sometimes are referred to herein as the "Funds" or, individually, as a "Fund".
You are a broker-dealer that desires to make available shares of such Funds to
your customers on a fully disclosed basis wherein VK Funds would confirm
transactions of your customers in a Fund directly to them.

     VK Funds acts as the principal underwriter (as such term is defined in the
Investment Company Act of 1940, as amended) for each Fund with respect to its
offering of one or more classes of shares as described in each Fund's
Prospectus.  Pursuant to this Agreement, VK Funds offers to make available to
you shares of each Open-End Fund and each Closed-End Fund, prior to the
Effective Date (as defined herein) of each Fund's Registration Statement (the
"Initial Offering Period") and after the Effective Date of each Fund's
Registration Statement (as defined herein) (the "Continuous Offering Period")
(if any) as described in each respective Fund's Prospectus.

     As used herein unless otherwise indicated, the term "Prospectus" means the
final prospectus and Statement of Additional Information included in the
registration statement for the fund on the effective date and as from time to
time thereafter amended or supplemented.  As used herein unless otherwise
indicated, the term "Preliminary Prospectus" means any preliminary prospectus
and any preliminary Statement of Additional Information included at any time as
a part of the registration statement for any Fund prior to the effective date
and that is authorized by VK Funds for use in connection with the offering of
shares.

     In consideration of the mutual obligations contained herein, the
sufficiency of which is hereby acknowledged by you, the terms of the Agreement
are as follows:

GENERAL TERMS AND CONDITIONS

     1.  Your acceptance of this Agreement constitutes a representation that
you are a securities broker-dealer registered with the Securities and Exchange
Commission (the "SEC") and a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD").  You agree to abide by
the laws, rules and regulations of the SEC and NASD, including without
limitation rules pertaining to the opening, approval, supervision and
monitoring of customer accounts, the NASD's Interpretation with Respect to
Free-Riding and Withholding and Sections 8, 24 and 36 of Article III of the
NASD's Rules of Fair Practice.  You and we agree to abide by all other Rules
and Regulations of the NASD, including Section 26 of its Rules of Fair
Practice.  Your acceptance also constitutes a representation that you have been
duly authorized by proper corporate or partnership action to enter into this
Agreement and to perform your obligations hereunder.  You will not accept any
orders from any broker, dealer or financial institution who is purchasing from
you with a view toward distribution unless you have obtained such person's or
entity's written consent to be bound by the terms of this Agreement.



                                      1
<PAGE>   2
     2.  For the purposes of the Securities and Exchange Commission's Financial
Responsibility Rules and the Securities Investor's Protection Act, your
customers will be considered customers of VK Funds and not of your firm.  VK
Funds has been granted an exemption from the NASD rules of Fair Practice,
Article III Section 45 requirements to send customer statements and thus will
not do so. Customer statements showing account activity and balances will be
mailed to the customer by the Funds each time a financial transaction occurs in
their account and on a monthly or quarterly basis.  Nothing herein shall cause
your firm's customers to be interpreted as customers of VK Funds for any other
purpose, or to negate the intent of any other section of this agreement,
including, but not limited to, the delineation of responsibilities as set forth
elsewhere in this agreement.

     3.  In transactions where you make available shares of the Funds to the
public, you shall have no authority to act as agent for the Fund or for VK
Funds.

     4.  Each Fund has filed with the SEC and the securities commissions of one
or more states a Registration Statement (the "Registration Statement") on the
SEC form applicable to the respective Fund.  The date on which the Registration
Statement is declared effective by the SEC is referred to herein as the
"Effective Date".  Prior to the Effective Date of the Registration Statement
with respect to a particular Fund, you expressly acknowledge and understand
that with respect to such Fund:

     (a)  Shares of such Fund may not be sold, nor may offers to buy be
accepted, (i) prior to the Effective Date of the Registration Statement or (ii)
in any state in which such offer or sale would be unlawful prior to
registration or qualification under the securities laws of such state.

     (b)  The Fund's Preliminary Prospectus, together with any sales material
distributed for use in connection with the offering of shares of such Fund,
does not constitute an offer to sell or the solicitation of an offer to buy
shares of such Fund and is subject to completion and modification by the
Prospectus.

     (c)  In the event that you transmit indications of interest to VK Funds for
accumulation prior to the Effective Date, upon your instruction VK Funds will
send confirmation of such indications of interest directly to your customers in
writing, together with copies of the Preliminary Prospectus for the Fund, and
send copies of the confirmations to you.  Indications of interest with respect
to shares of a class of a Fund's shares transmitted to VK Funds prior to the
Effective Date are subject to acceptance or rejection by VK Funds in its sole
discretion and are conditioned upon the occurrence of (i) the Effective Date and
(ii) the registration or qualification of the respective class of shares in the
respective state.

     (d)  Indications of interest with respect to shares of a class of a Fund's
shares not cancelled by you prior to or on the later of (i) the Effective Date
and (ii) the registration or qualification of the respective class of shares in
the respective state, and accepted by VK Funds will be deemed by VK Funds to be
orders for Shares.

     (e)  Upon your instruction, VK Funds will send confirmations of orders
accepted by VK Funds (including indications of interest deemed orders) directly
to your customers in writing, together with copies of the Prospectus for the
Fund, and send copies of the confirmations to you.

     (f)  Upon receipt of duplicate confirmations you will examine the same and
promptly notify VK Funds of any errors or discrepancies that you discover and
will promptly bring to VK Funds' attention any errors in such confirmations
claimed by your customers.  All confirmations to your customers will indicate
that orders were placed on a fully disclosed basis.

     (g)  All indications of interest and orders transmitted to VK Funds are
subject to the terms and conditions of the Fund's Prospectus and this Agreement
and are subject to acceptance or rejection by VK Funds in its sole discretion.

     5.  After the Effective Date, you will not make shares of a class of the
Fund's shares available in any state where they are not qualified for sale
under the "blue sky" laws and regulations of such state, except for states in
which they are exempt from qualification.



                                      2

<PAGE>   3
     6.  In the event that you make shares of the Funds available outside the
United States, you agree to comply with the applicable laws, rules and
regulations of the foreign government having jurisdiction over such sales,
including any regulations of the United States military authorities applicable
to solicitations to military personnel.

     7.  Upon application to VK Funds, VK Funds will inform you as to the
jurisdictions in which VK Funds believes shares of a Fund have been qualified
for sale under the respective securities or "blue sky" laws of such
jurisdictions. VK Funds understands and agrees that qualification of any shares
of a Fund for sale in such jurisdictions shall be solely VK Funds'
responsibility and that you assume no responsibility or obligation with respect
to such eligibility.  You understand and agree that your compliance with the
requirements of the securities or "blue sky" laws in each jurisdiction with
respect to your right to make the shares available in such jurisdiction shall be
solely your responsibility.

     8.  No person is authorized to make any representations concerning any
class of shares of a Fund except those contained in the Funds' current
Preliminary Prospectus or Prospectus, as the case may be. In purchasing shares
from us you shall rely solely on the representations contained in such
Prospectus. VK Funds will furnish additional copies of a Funds' current
Prospectus and sales literature issued by VK Funds in reasonable quantities upon
request.

     9.  You agree that you will distribute to the public only (a) the
Preliminary Prospectus, the Prospectus and any amendment or supplement thereto
and (b) sales literature or other documents expressly authorized for such
distribution by VK Funds.

     10.  Orders received from you will be accepted by VK Funds only at the
public offering price applicable to each order as specified in the then-current
Fund Prospectus.  The minimum dollar purchase of any shares of each Fund by any
person shall be the applicable minimum dollar amount described in the
then-current Fund Prospectus for that class of shares, and no order for less
than such amount will be accepted hereunder.  The procedures relating to the
handling of orders shall be subject to instructions that VK Funds shall
communicate from time to time to you.  All orders are subject to acceptance or
rejection by VK Funds in its sole discretion.  Upon acceptance of an order, we
shall confirm directly to the customer in writing upon your instruction and send
a copy of the confirmation to you.  In addition, we will send a Fund Prospectus
with the confirmation.  You agree that upon receipt of duplicate confirmations
you will examine the same and promptly notify VK Funds of any errors or
discrepancies that you discover and shall promptly bring to VK Funds' attention
any errors in such confirmations claimed by your customers.  All confirmations
to your customers will indicate that orders were placed on a fully disclosed
basis.

     11.  Payment for Fund shares shall be made on or before the settlement date
specified in the VK Funds confirmation at the office of VK Funds' clearing
agent, or wire to the order of the Fund which reserves VK Funds' right to delay
issuance of transfer of shares until such check has cleared.  If such payment is
not received by VK Funds, VK Funds reserves the right, without notice, forthwith
either to cancel the trade at our option or as required by the provisions of
Regulation T, and in either case, VK Funds may hold you responsible for any loss
suffered by the Fund.  You agree that in transmitting investors' funds, you will
comply with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended.

     12.  You shall not withhold placing orders with VK Funds from your
customers so as to profit yourself as a result of such withholding; e.g., by a
change in the net asset value from that used in determining the public offering
price to your customers.

     13.  VK Funds will not accept from you any conditioned orders for shares,
except at a definite, specified price.

     14.  You represent that you are familiar with Release No. 4968 under the
Securities Act of 1933, as amended, and Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, as it relates to the distribution of
Preliminary Prospectuses (and not Statements of Additional Information) and
Prospectuses (and not Statements of Additional Information) for each Fund and
agree that you will comply therewith.  You agree that if an investor or
potential investor places a request with you to receive a Statement of
Additional Information, you will (i) provide such person with a Statement of
Additional Information without charge and notify the Fund that you have done so,
(ii) notify the Fund of the request so that the Fund can fulfill the request or
(iii) tell such person to request a Statement of Additional Information by
telephoning the Fund at the number set forth on the cover of the current
Prospectus or Preliminary Prospectus.  You also agree to keep an accurate record
of your distribution (including dates,

                                      3
<PAGE>   4

number of copies and persons to whom sent) of copies of any Preliminary
Prospectus (and any Statement of Additional Information) and/or Prospectus (and
any Statement of Additional Information) for each Fund (or any amendment or
supplement to either) and, promptly upon request by VK Funds, to bring all
subsequent changes to such Preliminary Prospectus or Prospectus to the
attention of anyone to whom such material shall have been distributed.  You
further agree to furnish to persons who receive a confirmation of sale of
shares of any Fund a copy of the Prospectus for such Fund filed pursuant to
Rule 497 under the Securities Act of 1933, as amended.  Upon your request,
VK Funds will furnish to such persons a copy of the Prospectus for such Fund
filed pursuant to Rule 497 Under the Securities Act of 1993, as amended.

     15.  The names of your customers shall remain your sole property and shall
not be used by VK Funds for any purpose except for servicing and informational
mailings in the normal course of business to Fund shareholders.

     16.  Unless otherwise indicated in a Fund's Prospectus, stock certificates
for shares sold will be issued to your customers only if specifically
requested.

     17.  VK Funds will have no liability to you, except for lack of good faith
and for obligations expressly assumed by VK Funds in this Agreement.

     18.  All communications to VK Funds shall be sent to 1 Parkview Plaza, P.O.
Box 5555, Oakbrook Terrace, Illinois 60181-5555, Attention:  Mutual Fund
Department. Any notice to you shall be duly given if sent to you at the address
specified by you below or such other address as you may designate to VK Funds in
writing.

     19.  Neither this Agreement nor the performance of the services hereunder
shall be considered to create a joint venture or partnership between VK Funds
and you.

     20.  This Agreement shall be construed in accordance with the laws of the
State of Illinois without reference to the choice-of-law principles thereof.

     21.  The Fund reserves the right in its discretion and VK Funds reserves
the right in its discretion, without notice, to suspend or withdraw the offering
of any shares of a Fund entirely. VK Funds reserves the right, without notice,
to amend, modify or cancel the Agreement.  The Agreement may not be assigned by
either party without prior written consent of the other party.

     22.  This Agreement may be terminated at any time by either party.

TERMS AND CONDITIONS APPLICABLE TO OPEN-END FUNDS

     23.  Each of the Open-End Funds is subject to an alternative distribution
plan (the "Alternative Distribution Plan") as described in such Fund's
then-current Prospectus pursuant to which the Open-End Fund may sell multiple
classes of its shares with varying combinations of front-end service charges
(each a "FESC"), distributions fees, service fees, contingent deferred sales
charges (each a "CDSC"), exchange features, conversion rights, voting rights,
expenses allocations and investment requirements.  As used herein, classes of
shares of a Fund subject to a FESC will be referred to as FESC Shares, and
classes of shares of a Fund subject to a CDSC will be referred to as CDSC
Shares.

     24.(a)  With respect to any shares of a class of FESC Shares of an
Open-End Fund, the public offering price for such shares shall be the net asset
value per share plus a FESC, expressed as a percentage of the applicable public
offering price, as determined and effective as of the time specified in the
then-current Prospectus of such Open-End Fund.  On each order for shares of a
class of FESC Shares of an Open-End Fund accepted by us, you will be entitled
to receive the applicable agency commission for such shares as provided for in
the then-current Prospectus of such Open-End Fund or, if not so provided, as
provided to you from time to time in writing by VK Funds.

(b)  With respect to any shares of a class of CDSC Shares of an Open-End Fund,
the public offering price for such shares shall be the net asset value per
share as determined and effective as of the time specified in the then-current
Prospectus of such Open-End Fund.  You will remit payment of the aggregate
public offering price to VK Funds for the CDSC Shares sold, and on each order
accepted by us, you will be entitled to receive the applicable selling
compensation for such shares as

                                      4
<PAGE>   5
provided for in the then-current Prospectus of such Open-End Fund or,
if not so provided, as provided to you from time to time in writing by VK Funds.

     25.  Should you wish to participate in the Distribution Plan with respect
to a class of shares adopted by an Open-End Fund pursuant to Rule 12b-1 ("Rule
12b-1 Plan") under the Investment Company Act of 1940, as amended, or the
Service Plan with respect to a class of shares, it is understood that you must
be approved by the Board of Directors of such Open-End Fund and execute a
Distribution Assistance Agreement.

     26.  With respect to the Open-End Funds, your acceptance of this Agreement
constitutes a representation that you will adopt policies and procedures to
comply with Rule 18f-3 under the Investment Company Act of 1940, with respect
to when you may appropriately make available the various classes of shares of
the Open-End Funds to investors and that you will make available such shares
only in accordance therewith.

     27.  You agree to make shares of an Open-End Fund available to your
customers only:  (i) at the applicable public offering price, (ii) from VK Funds
and (iii) to cover orders already received by you from your customers.  VK Funds
in turn agrees that it will not purchase any shares from an Open-End Fund except
for the purpose of covering purchase orders that it has already received.

     28.(a)  If any shares of a class of FESC Shares of an Open-End Fund sold
to your customers under the terms of this Agreement are repurchased by the Fund
or by VK Funds as agent for the Fund or are tendered for redemption within seven
business days after the date of VK Funds' confirmation of the original purchase,
it is agreed that you shall forfeit your right to any agency commission
received by you on such FESC Shares.  VK Funds will notify you of any such
repurchase or redemption within ten business days from the date on which the
repurchase or redemption order in proper form is delivered to VK Funds or to the
Fund, and you shall forthwith refund to VK Funds the full agency commission
allowed to you on such sale.  VK Funds agrees, in the event of any such
repurchase or redemption, to refund to the Fund its share of any discount
allowed to VK Funds and, upon receipt from you of the refund of the agency
commission allowed to you, to pay such refund forthwith to the Fund.

     (b)  If any shares of a class of CDSC Shares sold to your customers under
the terms of this Agreement are repurchased by the Fund or by VK Funds as agent
for the Fund or are tendered for redemption within seven business days after the
date of VK Funds' confirmation of the original purchase, it is agreed that you
shall forfeit your right to any sales compensation received by you on such CDSC
Shares.  We will notify you of any such repurchase or redemption within ten
business days from the date on which the repurchase or redemption order in
proper form is delivered to VK Funds or to the Fund, and you shall forthwith
refund to VK Funds the full sales compensation paid to you.

TERMS AND CONDITIONS APPLICABLE TO CLOSED END-FUNDS

     29.  No Closed-End Fund will issue fractional shares.

     30.  VK Funds may, in its sole discretion, allocate shares of a Closed-End
Fund among brokers, dealers and, if permitted by applicable laws, banks
participating in the Initial Offering Period or among brokers, dealers and
banks in the Continuous Offering Period, as the case may be, on other than a
pro rata basis, which may result in certain brokers, dealers and banks not
being allocated the full amount of shares of such Fund sold by them while
certain other brokers, dealers and banks may receive their full allocation.

     31.  You agree that with respect to orders for shares of a Closed-End
Fund, you will transmit such orders received during the Initial Offering Period
to VK Funds within the time period as specified in such Closed-End Fund's
Prospectus (or in the time period as extended by VK Funds in writing).  You also
agree to transmit any customer order received during the Continuous Offering
Period to VK Funds prior to the time that the public offering price for such
Closed-End Fund is next determined after your receipt of such order, as set
forth in the Closed-End Fund's Prospectus.  There is no assurance that each
Closed-End Fund will engage in a continuous offering of shares.

32.  On each order accepted by VK Funds for shares of a Closed-End Fund, you
will be entitled to receive a concession paid out of VK Funds' own assets as
set forth in the then-current Prospectus of such Closed-End Fund (exclusive of
additional compensation that may be payable pursuant to sales programs, if any,
that may be established from time to time as described in the Prospectus for
such Closed-End Fund, which will be payable only as and to the extent the
requirements


                                      5
<PAGE>   6
of such programs are satisfied).  In no event will any Closed-End Fund reimburse
VK Funds for any such sales concessions or other additional compensation or pay
any such concession or other additional compensation or allowance directly to
you.  VK Funds will specify for each Closed-End Fund a period after the date
that the shares of such Closed-End Fund are listed on the New York Stock
Exchange, the American Stock Exchange or another national securities market
system (which period will end no later than the first dividend payment date with
respect to such Closed-End Fund) during which sales concessions and other
additional compensation are subject to forfeiture as provided in the following
sentence (the "Forfeiture Period").  During the Forfeiture Period for any
Closed-End Fund, physical delivery of certificates representing shares will be
required to transfer ownership of such shares.  In the event that any shares of
a Closed-End Fund sold through an order received from you in the Initial
Offering Period or the Continuous Offering Period are resold in the open market
or otherwise during the Forfeiture Period, VK Funds reserves the right to
require you to forfeit any sales concessions and other additional compensation
with respect to such shares.  In the event of a forfeiture, VK Funds may
withhold any forfeited sales concessions and other additional compensation that
has not yet been paid or from other amounts yet to be paid to you (whether or
not payable with respect to such shares), and you agree to repay to VK Funds,
promptly upon demand, any forfeited sales concessions and other compensation
that has been paid. Determinations of the amounts to be paid to you or by you to
VK Funds shall be made by VK Funds and shall be conclusive.

     33.  During the Initial Offering Period and any Continuous Offering Period
for any Closed-End Fund, you agree to supply VK Funds, not less frequently than
once a week by Friday, 5:00 p.m. Eastern Time, during such Closed-End Fund's
Initial Offering Period, a list setting forth by state and in the aggregate all
indications of interest and, during any Continuous Offering Period, all shares
sold by you of such Closed-End Fund during such week (or lesser period of time)
and a list setting forth by name and location each registered representative
making said sales and indicating the amount of all sales per Closed-End Fund to
date.

     34.  You expressly acknowledge and understand that there is no Rule 12b-1
Plan for the Closed-End Funds.

     35.  You expressly acknowledge and understand that shares of the Closed-End
Funds will not be repurchased by either the Closed-End Funds (other than through
tender offers from time to time, if any) or by VK Funds and that no secondary
market for such shares is expected to develop until the shares have begun
trading on a national exchange or national market system.  You hereby covenant
that, until notified by VK Funds that the distribution of such shares has been
completed or that the Forfeiture Period has ended, you (a) will not make a
secondary market in any shares of such a Closed-End Fund, (b) will not purchase
or hold shares of such Closed-End Fund in inventory for the purpose of resale in
the open market or to your customers and, (c) without VK Funds' consent, will
not repurchase shares of such Closed-End Fund in the open market or from your
customers for any account in which you have a beneficial interest.

     36.  Unlike the other Closed-End Funds, the Continuous Offering period with
respect to the Van Kampen Prime Rate Income Trust (the "Prime Rate Fund") may
continue indefinitely.  The offer to make available to you shares of the Prime
Rate Fund is subject to further terms and conditions in addition to those set
out above, as follows:

     (a)  You expressly acknowledge and understand that shares of the Prime Rate
Fund will not be repurchased by either the Prime Rate Fund (other than through
tender offers from time to time, if any) or VK Funds and that no secondary
market for the shares of the Prime Rate Fund exists currently or is expected to
develop.  You also expressly acknowledge and agree that, in the event your
customer cancels their order for shares after confirmation, such shares may not
be repurchased, remarketed or otherwise disposed of by or through VK Funds.

     (b)  You acknowledge and understand that, while the Board of Trustees of
the Prime Rate Fund intends to consider tendering for all or a portion of the
Prime Rate Fund's shares on a quarterly basis, there is no assurance the Prime
Rate Fund will tender for shares at any time or, following such a tender offer,
that shares so tendered will be repurchased by the Prime Rate Fund.  You
acknowledge and understand that an early withdrawal charge payable to VK Funds
will be imposed on most shares accepted for tender by the Prime Rate Fund that
have been held for less than five years, as set forth in the Prime Rate Fund's
Prospectus.  ANY REPRESENTATION AS TO A TENDER OFFER BY


                                      6
<PAGE>   7
THE PRIME RATE FUND, OTHER THAN THAT WHICH IS SET FORTH IN THE PRIME RATE FUND'S
CURRENT PROSPECTUS, IS EXPRESSLY PROHIBITED.

     Please accept the foregoing by signing this Broker Fully Disclosed
Clearing Agreement, keeping a copy for your files and returning the original to
us.



Accepted and Agreed to:  (PRINT OR TYPE)



Dated:                                                 By:
          ---------------------------------           Its:

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

                                               VAN KAMPEN FUNDS INC.
          ---------------------------------
          Broker-Dealer Name


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

          Broker-Dealer Taxpayer ID Number



          ---------------------------------
          Address



          ---------------------------------
          City, State, Zip


By:

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

          Signature


          ---------------------------------
          Name



          ---------------------------------
          Title


          ---------------------------------
          Phone




                                      7

<PAGE>   1
                                                                  EXHIBIT(e(4))

                                    FORM OF
                    BANK FULLY DISCLOSED CLEARING AGREEMENT
                           WITH VAN KAMPEN FUNDS INC.
                              REGARDING VAN KAMPEN
                  OPEN-END AND CLOSED-END INVESTMENT COMPANIES


Ladies and Gentlemen:

     As dealer for our own account, we offer to make available to you shares of
any of the Van Kampen open-end investment companies (the "Open-End Funds" or,
individually, an "Open-End Fund") and Van Kampen Funds closed-end investment
companies (the "Closed-End Funds" or, individually, a "Closed-End Fund")
distributed by Van Kampen Funds, Inc. ("VK Funds") pursuant to the terms and
conditions contained herein.  Collectively, the Open-End Funds and Closed-End
Funds sometimes are referred to herein as the "Funds" or, individually, as a
"Fund".  You are a bank that desires to make available shares of such Funds to
your customers on a fully disclosed basis wherein VK Funds would confirm
transactions of your customers in a Fund directly to them.  You agree not to
make available shares of such Funds during any fixed price offering of such
shares.

     VK Funds acts as the principal underwriter (as such term is defined in the
Investment Company Act of 1940, as amended) for each Fund with respect to its
offering of one or more classes of shares as described in each Fund's
Prospectus.  Pursuant to this Agreement, VK Funds offers to make available to
you shares of each Open-End Fund and each Closed-End Fund prior to the Effective
Date (as defined herein) of each Fund's Registration Statement (as defined
herein) (the "Initial Offering Period"), to the extent permitted by applicable
law, and after the Effective Date of each Fund's Registration Statement (the
"Continuous Offering Period") (if any) as described in such Closed-End Fund's
Prospectus.

     As used herein unless otherwise indicated, the term "Prospectus" means the
final prospectus and Statement of Additional Information included in the
Registration Statement for the Fund on the Effective Date and as from time to
time thereafter amended or supplemented.  As used herein unless otherwise
indicated, the term "Preliminary Prospectus" means any preliminary prospectus
and any Statement of Additional Information included at any time as a part of
the Registration Statement for any Fund prior to the Effective Date and that is
authorized by VK Funds for use in connection with the offering of shares.

     In consideration of the mutual obligations contained herein, the
sufficiency of which is hereby acknowledged by you, the terms of the Agreement
are as follows:

GENERAL TERMS AND CONDITIONS

     1.  Your acceptance of this Agreement constitutes a representation that you
are a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
as amended, and have been duly authorized to enter into this Agreement and
perform your obligations hereunder.  This Agreement as well as your authority to
make shares available to your customers will automatically terminate if you
shall cease to be a bank as defined above.  You agree not to offer or sell
shares of any Fund except through VK Funds.  You will not accept any orders from
any broker, dealer or financial institution who is purchasing from you with a
view toward distribution unless you have obtained such person's or entity's
written consent to be bound by the terms of this Agreement.

     2.  For the purposes of the Securities and Exchange Commission's Financial
Responsibility Rules and the Securities Investor's Protection Act, your
customers will be considered customers of VK Funds and not of your firm.  VK
Funds has been granted an exemption from the NASD rules of Fair Practice,
Article III Section 45 requirements to send customer statements and thus will
not do so. Customer statements showing account activity and balances will be
mailed to the customer by the Funds each time a financial transaction occurs in
their account and on a monthly or quarterly basis.  Nothing



                                      1
<PAGE>   2
herein shall cause your firm's customers to be interpreted as customers of VK
Funds for any other purpose, or to negate the intent of any other section of
this agreement, including, but not limited to, the delineation of
responsibilities as set forth elsewhere in this agreement.

     3.  In transactions where you make available shares of the Funds to the
public, you shall have no authority to act as agent for the Fund or for VK
Funds. The customers in question are for all purposes your customers and not
customers of VK Funds.  We will clear transactions for each of your customers
only upon your authorization, it being understood in all cases that (a) you are
acting as the agent for the customer; (b) the transactions are without recourse
against you by the customer except to the extent that your failure to transmit
orders in a timely fashion results in a loss to your customer; (c) as between
you and the customer, the customer will have full beneficial ownership of the
Fund shares; (d) each transaction is initiated solely upon the order of the
customer; and (e) each transaction is for the account of the customer and not
for your account.

     4.  Each Fund has filed with the Securities and Exchange Commission (the
"SEC") and the securities commissions of one or more states a Registration
Statement (the "Registration Statement") on the SEC form applicable to the
respective Fund.  The date on which the Registration Statement is declared
effective by the SEC is hereinafter referred to as the "Effective Date".  Prior
to the Effective Date of the Registration Statement with respect to a particular
Fund, you expressly acknowledge and understand that with respect to such Fund:

             (a)  Shares of such Fund may not be sold, nor may offers to buy be
accepted, (i) prior to the Effective Date of the Registration Statement or (ii)
in any state in which such offer or sale would be unlawful prior to registration
or qualification under the securities laws of such state.

             (b)  Except to the extent permitted by law, you will not solicit or
transmit to VK Funds any indications of interest to purchase shares during any
fixed-price offering.

             (c)  The Fund's Preliminary Prospectus, together with any sales
material distributed for use in connection with the offering of shares of such
Fund, does not constitute an offer to sell or the solicitation of an offer to
buy shares of such Fund and is subject to completion and modification by the
Prospectus.

             (d)  In the event and to the extent permitted by applicable law you
transmit indications of interest to VK Funds for accumulation prior to the
Effective Date, upon your instruction VK Funds will send confirmation of such
indications of interest directly to your customers in writing, together with
copies of the Preliminary Prospectus for the Fund, and send copies of the
confirmations to you.  Indications of interest with respect to shares of a class
of a Fund's shares transmitted to VK Funds prior to the Effective Date are
subject to acceptance or rejection by VK Funds in its sole discretion and are
conditioned upon the occurrence of (i) the Effective Date and (ii) the
registration or qualification of the respective class of shares in the
respective state.

             (e)  Indications of interest with respect to shares of a class of a
Fund's shares not canceled by you prior to or on the later of (i) the Effective
Date and (ii) the registration or qualification of the respective class of
shares in the respective state, and accepted by VK Funds will be deemed by VK
Funds to be orders for Shares solely to the extent permitted by applicable law.

             (f)  Upon your instruction, VK Funds will send confirmations of
orders accepted by VK Funds (including indications of interest deemed orders)
directly to your customers in writing, together with copies of the Prospectus
for the Fund, and send copies of the confirmations to you.

             (g)  Upon receipt of duplicate confirmations you will examine the
same and promptly notify VK Funds of any errors or discrepancies that you
discover and will promptly bring to VK Funds' attention any errors in such
confirmations claimed by your customers.  All confirmations to your customers
will indicate that orders were placed on a fully disclosed basis.

             (h)  All indications of interest and orders transmitted to VK Funds
are subject to the terms and conditions of the Fund's Prospectus and this
Agreement and are subject to acceptance or rejection by VK Funds in its sole
discretion.


                                      2

<PAGE>   3

     5.  After the Effective Date, you will not make shares of a class of the
Fund's shares available in any state where they are not qualified for sale
under the "blue sky" laws and regulations of such state, except for states in
which they are exempt from qualification.

     6.  In the event that you make shares of the Fund available outside the
United States, you agree to comply with the applicable laws, rules and
regulations of the foreign government having jurisdiction over such sales,
including any regulations of the United States military authorities applicable
to solicitations to military personnel.

     7.  Upon application to VK Funds, VK Funds will inform you as to the
jurisdictions in which VK Funds believes shares of a Fund have been qualified
for sale under the respective securities or "blue sky" laws of such
jurisdictions.  VK Funds understands and agrees that qualification of any shares
of a Fund for sale in such jurisdictions shall be solely VK Funds'
responsibility and that you assume no responsibility or obligation with respect
to such eligibility.  You understand and agree that your compliance with the
requirements of the securities or "blue sky" laws in each jurisdiction with
respect to your right to make the shares available in such jurisdiction shall be
solely your responsibility.

     8.  No person is authorized to make any representations concerning any
class of shares of a Fund except those contained in the Fund's current
Preliminary Prospectus or Prospectus, as the case may be.  In purchasing shares
from us you shall rely solely on the representations contained in such
Prospectus.  VK Funds will furnish additional copies of a Fund's current
Prospectus and sales literature issued by VK Funds in reasonable quantities
upon request.

     9.  You agree that you will distribute to the public only (i) the
Prospectus and any amendment or supplement thereto and (ii) sales literature or
other documents expressly authorized for such distribution by VK Funds.

     10.  Orders received from you will be accepted by VK Funds only at the
public offering price applicable to each order as specified in the then-current
Fund Prospectus.  The minimum dollar purchase of any shares of each Fund by any
person shall be the applicable minimum dollar amount described in the
then-current Fund Prospectus for that class of shares, and no order for less
than such amount will be accepted hereunder.  The procedures relating to the
handling of orders shall be subject to instructions that VK Funds shall
communicate from time to time to you.  All orders are subject to acceptance
or rejection by VK Funds in its sole discretion.  Upon acceptance of an order,
we shall confirm directly to the customer in writing upon your instruction and
send a copy of the confirmation to you.  In addition, we will send a Fund
Prospectus with the confirmation.  You agree that upon receipt of duplicate
confirmations you will examine the same and promptly notify VK Funds of any
errors or discrepancies that you discover and shall promptly bring to VK Funds'
attention any errors in such confirmations claimed by your customers.  All
confirmations to your customers will indicate that orders were placed on a fully
disclosed basis.

     11.  Payment for Fund shares shall be made on or before the settlement
date specified in the VK Funds confirmation at the office of VK Funds' clearing
agent, or wire to the order of the Fund which reserves VK Funds' right to delay
issuance or transfer of shares until such check has cleared.  If such payment
is not received by VK Funds, VK Funds reserves the right, without notice,
forthwith either to cancel the trade at our option or as required by the
provisions of Regulation T, and in either case, VK Funds may hold you
responsible for any loss suffered by the Fund.  You agree that in transmitting
investors' funds, you will comply with Rule 15c2-4 under the Securities Exchange
Act of 1934, as amended.

     12.  You shall not withhold placing orders with VK Funds from your
customers so as to profit yourself as a result of such withholding; e.g., by
a change in the net asset value from that used in determining the public
offering price to your customers.

     13.  VK Funds will not accept from you any conditioned orders for shares,
except at a definite, specified price.

     14.  You represent that you are familiar with Release No. 4968 under the
Securities Act of 1933, as amended, and Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, as it relates to the distribution of
Preliminary Prospectuses (and not Statements of Additional Information) and
Prospectuses (and not Statements of Additional Information) for each Fund and
agree that you will comply therewith.  You agree that if an investor or
potential investor places a request with you to receive


                                      3

<PAGE>   4

a Statement of  Additional Information, you will (i) provide such person with a
Statement of Additional Information without charge and notify the Fund that you
have done so, (ii) notify the Fund of the request so that the Fund can fulfill
the request or (iii) tell such person to request a Statement of Additional
Information by telephoning the Fund at the number set forth on the cover of the
current Prospectus or Preliminary Prospectus.  You also agree to keep an
accurate record of your distribution (including dates, number of copies and
persons to whom sent) of copies of any Preliminary Prospectus (and any
Statement of Additional Information) and/or Prospectus (and any Statement of
Additional Information) for each Fund (or any amendment or supplement to
either) and, promptly upon request by VK Funds, to bring all subsequent changes
to such Preliminary Prospectus or Prospectus to the attention of anyone to whom
such material shall have been distributed.  You further agree to furnish to
persons who receive a confirmation of sale of shares of any Fund a copy of the
Prospectus for such Fund filed pursuant to Rule 497 under the Securities Act of
1933, as amended.  Upon your request, VK Funds will furnish to such persons
a copy of the Prospectus for such Fund filed pursuant to Rule 497 Under the
Securities Act of 1993, as amended.

     15.  The names of your customers shall remain your sole property and shall
not be used by VK Funds for any purpose except for servicing and informational
mailings in the normal course of business to Fund shareholders.

     16.  Unless otherwise indicated in a Fund's Prospectus, stock certificates
for shares sold will be issued to your customers only if specifically
requested.

     17.  VK Funds will have no liability to you, except for lack of good faith
and for obligations expressly assumed by VK Funds in this Agreement.

     18.  All communications to VK Funds shall be sent to 1 Parkview Plaza, P.O.
Box 5555, Oakbrook Terrace, Illinois 60181-5555, Attention:  Mutual Fund
Department. Any notice to you shall be duly given if sent to you at the address
specified by you below or such other address as you may designate to VK Funds in
writing.

     19.  Neither this Agreement nor the performance of the services hereunder
shall be considered to create a joint venture or partnership between VK Funds
and you.

     20.  This Agreement shall be construed in accordance with the laws of the
State of Illinois without reference to the choice-of-law principles thereof.

     21.  The Fund reserves the right in its discretion and VK Funds reserves
the right in its discretion, without notice, to suspend or withdraw the offering
of any shares of a Fund entirely. VK Funds reserves the right, without notice,
to amend, modify or cancel the Agreement.  The Agreement may not be assigned by
either party without prior written consent of the other party.

     22.  This Agreement may be terminated at any time by either party.

TERMS AND CONDITIONS APPLICABLE TO OPEN-END FUNDS

     23.  Each of the Open-End Funds is subject to an alternative distribution
plan (the "Alternative Distribution Plan") as described in such Fund's
then-current Prospectus pursuant to which the Open-End Fund may sell multiple
classes of its shares with varying combinations of front-end service charges
(each a "FESC"), distributions fees, service fees, contingent deferred sales
charges (each a "CDSC"), exchange features, conversion rights, voting rights,
expenses allocations and investment requirements.  As used herein, classes of
shares of a Fund subject to a FESC will be referred to as FESC Shares, and
classes of shares of a Fund subject to a CDSC will be referred to as CDSC
Shares.

     24.  (a)  With respect to any shares of a class of FESC Shares of an
Open-End Fund, the public offering price for such shares shall be the net asset
value per share plus a FESC, expressed as a percentage of the applicable public
offering price, as determined and effective as of the time specified in the
then-current Prospectus of such Open-End Fund.  On each order for shares of a
class of FESC Shares of an Open-End Fund accepted by us, you will be entitled
to receive the applicable agency commission for such shares as provided for in
the then-current Prospectus of such Open-End Fund or, if not so provided, as
provided to you from time to time in writing by VK Funds.




                                      4

<PAGE>   5
     (b)  With respect to any shares of a class of CDSC Shares of an Open-End
Fund, the public offering price for such shares shall be the net asset value per
share as determined and effective as of the time specified in the then-current
Prospectus of such Open-End Fund.  You will remit payment of the aggregate
public offering price to VK Funds for the CDSC Shares sold, and on each order
accepted by us, you will be entitled to receive the applicable selling
compensation for such shares as provided for in the then-current Prospectus of
such Open-End Fund or, if not so provided, as provided to you from time to time
in writing by VK Funds.

     25.  Should you wish to participate in the Distribution Plan with respect
to a class of shares adopted by an Open-End Fund pursuant to Rule 12b-1 ("Rule
12b-1 Plan") under the Investment Company Act of 1940, as amended, or the
Service Plan with respect to a class of shares, it is understood that you must
be approved by the Board of Directors of such Open-End Fund and execute an
Administrative Service Agreement.

     26.  With respect to the Open-End Funds, your acceptance of this Agreement
constitutes a representation that you will adopt policies and procedures to
comply with Rule 18f-3 under the Investment Company Act of 1940, with respect
to when you may appropriately make available the various classes of shares of
the Open-End Funds to investors and that you will make available such shares
only in accordance therewith.

     27.  You agree to make shares of an Open-End Fund available to your
customers only:  (i) at the applicable public offering price, (ii) from VK Funds
and (iii) to cover orders already received by you from your customers.  VK Funds
in turn agrees that it will not purchase any shares from an Open-End Fund except
for the purpose of covering purchase orders that it has already received.

     28.  (a)  If any shares of a class of FESC Shares of an Open-End Fund sold
to your customers under the terms of this Agreement are repurchased by the Fund
or by VK Funds as agent for the Fund or are tendered for redemption within seven
business days after the date of VK Funds' confirmation of the original purchase,
it is agreed that you shall forfeit your right to any agency commission received
by you on such FESC Shares.  VK Funds will notify you of any such repurchase or
redemption within ten business days from the date on which the repurchase or
redemption order in proper form is delivered to VK Funds or to the Fund, and you
shall forthwith refund to VK Funds the full agency commission allowed to you on
such sale.  VK Funds agrees, in the event of any such repurchase or redemption,
to refund to the Fund its share of any discount allowed to VK Funds and, upon
receipt from you of the refund of the agency commission allowed to you, to pay
such refund forthwith to the Fund.

           (b)  If any shares of a class of CDSC Shares sold to your customers
under the terms of this Agreement are repurchased by the Fund or by VK Funds as
agent for the Fund or are tendered for redemption within seven business days
after the date of VK Funds' confirmation of the original purchase, it is agreed
that you shall forfeit your right to any sales compensation received by you on
such CDSC Shares.  We will notify you of any such repurchase or redemption
within ten business days from the date on which the repurchase or redemption
order in proper form is delivered to VK Funds or to the Fund, and you shall
forthwith refund to VK Funds the full sales compensation paid to you.

TERMS AND CONDITIONS APPLICABLE TO CLOSED END-FUNDS

     29.  No Closed-End Fund will issue fractional shares.

     30.  VK Funds may, in its sole discretion, allocate shares of a Closed-End
Fund among brokers, dealers and, to the extent permitted by applicable law,
banks participating in the Initial Offering Period or among brokers, dealers and
banks participating in the Continuous Offering Period, as the case may be, on
other than a pro rata basis, which may result in certain brokers, dealers and
banks not being allocated the full amount of shares of such Fund sold by them
while certain other brokers, dealers and banks may receive their full
allocation.

     31.  You agree that with respect to orders for shares of a Closed-End Fund,
you will transmit such orders received, to the extent permitted by applicable
law, during the Initial Offering Period to VK Funds within the time period as
specified in such Closed-End Fund's Prospectus (or in the time period as
extended by VK Funds in writing).  You also agree to transmit any customer order
received during the


                                      5

<PAGE>   6
Continuous Offering Period to VK Funds prior to the time that the public
offering price for such Closed-End Fund is next determined after your receipt
of such order, as set forth in the Closed-End Fund's Prospectus. There is
no assurance that each Closed-End Fund will engage in a continuous offering of
shares.

     32.  On each order accepted by VK Funds for shares of a Closed-End
Fund,  you will be entitled to receive a concession paid out of VK Funds' own
assets as  set forth in the then-current Prospectus of such Closed-End Fund
(exclusive of additional compensation that may be payable pursuant to sales
programs, if any, that may be established from time to time as described in the
Prospectus for such Closed-End Fund, which will be payable only as and to the
extent the requirements of such programs are satisfied).  In no event will any
Closed-End Fund reimburse VK Funds for any such sales concessions or other
additional compensation or pay any such concession or other additional
compensation or allowance directly to you.  VK Funds will specify for each
Closed-End Fund a period after the date that the shares of such Closed-End Fund
are listed on the New York Stock Exchange, the American Stock Exchange or
another national securities market system (which period will end no later than
the first dividend payment date with respect to such Closed-End Fund) during
which sales concessions and other additional compensation are subject to
forfeiture as provided in the following sentence (the "Forfeiture Period").
During the Forfeiture Period for any Closed-End Fund, physical delivery of
certificates representing shares will be required to transfer ownership of such
shares.  In the event that any shares of a Closed-End Fund sold through an
order received from you, to the extent permitted by applicable law, in the
Initial Offering Period or the Continuous Offering Period are resold in the
open market or otherwise during the Forfeiture Period, VK Funds reserves the
right to require you to forfeit any sales concessions and other additional
compensation with respect to such shares.  In the event of a forfeiture, VK
Funds may withhold any forfeited sales concessions and other additional
compensation that has not yet been paid or from other amounts yet to be paid to
you (whether or not payable with respect to such shares), and you agree to
repay to VK Funds, promptly upon demand, any forfeited sales concessions and
other compensation that has been paid.  Determinations of the amounts to be
paid to you or by you to VK Funds shall be made by VK Funds and shall be
conclusive.

     33.  During the Initial Offering Period or any Continuous Offering Period
for any Closed-End Fund, you agree to supply VK Funds, not less frequently than
once a week by Friday, 5:00 p.m. Eastern Time, during such Closed-End Fund's
Initial Offering Period, a list setting forth by state and in the aggregate all
indications of interest and, during any Continuous Offering Period, all shares
sold by you of such Closed-End Fund during such week (or lesser period of time)
and a list setting forth by name and location each registered representative
making said sales and indicating the amount of all sales per Closed-End Fund to
date.

     34.  You expressly acknowledge and understand that there is no Rule 12b-1
Plan for the Closed-End Funds.

     35.  You expressly acknowledge and understand that shares of the Closed-End
Funds will not be repurchased by either the Closed-End Funds (other than through
tender offers from time to time, if any) or by VK Funds and that no secondary
market for such shares is expected to develop until the shares have begun
trading on a national exchange or national market system.  You hereby covenant
that, until notified by VK Funds that the distribution of such shares has been
completed or that the Forfeiture Period has ended, you (a) will not make a
secondary market in any shares of such a Closed-End Fund, (b) will not purchase
or hold shares of such Closed-End Fund in inventory for the purpose of resale in
the open market or to your customers and, (c) without VK Funds' consent, will
not repurchase shares of such Closed-End Fund in the open market or from your
customers for any account in which you have a beneficial interest.

     36.  Unlike the other Closed-End Funds, the Continuous Offering period with
respect to the Van Kampen Prime Rate Income Trust (the "Prime
Rate Fund") may continue indefinitely.  The offer to make available to you
shares of the Prime Rate Fund is subject to further terms and conditions in
addition to those set out above, as follows:

             (a)  You expressly acknowledge and understand that shares of the
Prime Rate Fund will not be repurchased by either the Prime Rate Fund (other
than through tender offers from time to time, if any) or VK Funds and that no
secondary market for the shares of the Prime Rate Fund exists currently or is
expected to develop.  You also expressly acknowledge and agree that, in the
event your

                                      6

<PAGE>   7

customer cancels their order for shares after confirmation, such
shares may not be repurchased, remarketed or otherwise disposed of by or
through VK Funds.

              (b)  You acknowledge and understand that, while the Board of
Trustees of the Prime Rate Fund intends to consider tendering for all or a
portion of the  Prime Rate Fund's shares on a quarterly basis, there is no
assurance the Prime Rate Fund will tender for shares at any time or, following
such a tender offer, that shares so tendered will be repurchased by the Prime
Rate Fund.  You acknowledge and understand that an early withdrawal charge
payable to VK Funds will be imposed on most shares accepted for tender by the
Prime Rate Fund that have been held for less than five years, as set forth in
the Prime Rate Fund's Prospectus.  ANY REPRESENTATION AS TO A TENDER OFFER BY
THE PRIME RATE FUND, OTHER THAN THAT WHICH IS SET FORTH IN THE PRIME RATE FUND'S
CURRENT PROSPECTUS, IS EXPRESSLY PROHIBITED.

     Please accept the foregoing by signing this Bank Fully Disclosed Clearing
Agreement, keeping a copy for your files and returning the original to us.



Accepted and Agreed to:      (PRINT OR TYPE)


Dated:_______________________     By:
                                  Its:

      _______________________
      Bank  Name                VAN KAMPEN FUNDS INC.

      _______________________
      Bank Taxpayer ID Number


      _______________________
      Address








      _______________________
      City, State, Zip


      _______________________
      Phone


      _______________________
      Signature


      _______________________
      Name


      _______________________
      Title



                                      7

<PAGE>   1
                                                                 EXHIBIT (g)(1)




                               CUSTODIAN CONTRACT
                                    Between
                    EACH OF THE PARTIES LISTED ON APPENDIX A
                                      and
                      STATE STREET BANK AND TRUST COMPANY
<PAGE>   2
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>      <C>                                                                <C>
1.       Employment of Custodian and Property to be Held By
         It . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.       Duties of the Custodian with Respect to Property
         of the Fund Held by the Custodian in the United States . . . . . . 2

         2.1     Holding Securities . . . . . . . . . . . . . . . . . . . . 2
         2.2     Delivery of Securities . . . . . . . . . . . . . . . . . . 2
         2.3     Registration of Securities . . . . . . . . . . . . . . . . 4
         2.4     Bank Accounts  . . . . . . . . . . . . . . . . . . . . . . 5
         2.5     Availability of Federal Funds  . . . . . . . . . . . . . . 5
         2.6     Collection of Income . . . . . . . . . . . . . . . . . . . 5
         2.7     Payment of Fund Moneys . . . . . . . . . . . . . . . . . . 6
         2.8     Liability for Payment in Advance of
                 Receipt of Securities Purchased  . . . . . . . . . . . . . 7
         2.9     Appointment of Agents  . . . . . . . . . . . . . . . . . . 7
         2.10    Deposit of Fund Assets in  Securities System . . . . . . . 8
         2.11    Fund Assets Held in the Custodian's Direct
                 Paper System . . . . . . . . . . . . . . . . . . . . . . . 9
         2.12    Segregated Account . . . . . . . . . . . . . . . . . . . . 10
         2.13    Ownership Certificates for Tax Purposes  . . . . . . . . . 10
         2.14    Proxies  . . . . . . . . . . . . . . . . . . . . . . . . . 11
         2.15    Communications Relating to Fund Securities . . . . . . . . 11

3.       Duties of the Custodian with Respect to Property of
         the Fund Held Outside of the United States . . . . . . . . . . . . 11

         3.1     Appointment of Foreign Sub-Custodians  . . . . . . . . . . 11
         3.2     Assets to be Held  . . . . . . . . . . . . . . . . . . . . 11
         3.3     Foreign Securities Systems . . . . . . . . . . . . . . . . 12
         3.4     Agreements with Foreign Banking Institutions . . . . . . . 12
         3.5     Access of Independent Accountants of the Fund  . . . . . . 12
         3.6     Reports by Custodian . . . . . . . . . . . . . . . . . . . 12
         3.7     Transactions in Foreign Custody Account  . . . . . . . . . 13
         3.8     Liability of Foreign Sub-Custodians  . . . . . . . . . . . 13
         3.9     Liability of Custodian . . . . . . . . . . . . . . . . . . 13
         3.10    Reimbursement for Advances . . . . . . . . . . . . . . . . 14
         3.11    Monitoring Responsibilities  . . . . . . . . . . . . . . . 14
         3.12    Branches of U.S. Banks . . . . . . . . . . . . . . . . . . 14
</TABLE>
<PAGE>   3
<TABLE>
<S>      <C>                                                                <C>
         3.13    Tax Law  . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.       Payments for Sales or Repurchase or Redemptions
         of Shares of the Fund  . . . . . . . . . . . . . . . . . . . . . . 15

5.       Proper Instructions  . . . . . . . . . . . . . . . . . . . . . . . 16

6.       Actions Permitted Without Express Authority  . . . . . . . . . . . 16

7.       Evidence of Authority  . . . . . . . . . . . . . . . . . . . . . . 17

8.       Duties of Custodian With Respect to the Books
         of Account and Calculation of Net Asset Value
         and Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . 17

9.       Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

10.      Opinion of Fund's Independent Accountants  . . . . . . . . . . . . 18

11.      Reports to Fund by Independent Public Accountants  . . . . . . . . 18

12.      Compensation of Custodian  . . . . . . . . . . . . . . . . . . . . 18

13.      Responsibility of Custodian  . . . . . . . . . . . . . . . . . . . 18

14.      Effective Period, Termination and Amendment  . . . . . . . . . . . 19

15.      Successor Custodian  . . . . . . . . . . . . . . . . . . . . . . . 20

16.      Interpretive and Additional Provisions . . . . . . . . . . . . . . 21

17.      Additional Funds . . . . . . . . . . . . . . . . . . . . . . . . . 21

18.      Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . 22

19.      Prior Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . 22

20.      Shareholder Communications . . . . . . . . . . . . . . . . . . . . 22

21.      Limitation of Liability  . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
<PAGE>   4
                               CUSTODIAN CONTRACT

         This Contract between  each fund or series of a fund listed on
Appendix A which evidences its agreement to be bound hereby by executing a copy
of this Contract  (each such fund is individually hereafter  referred to  as
the "Fund"), and State Street Bank and Trust Company, a Massachusetts trust
company, having its principal place of business at 225 Franklin Street, Boston,
Massachusetts, 02110, hereinafter called the "Custodian",

                                  WITNESSETH:

                 WITNESSETH THAT, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:

1.       Employment of Custodian and Property to be Held by It

         The Fund hereby employs the Custodian as the custodian of the assets
of the Fund, including securities which the Fund desires to be held in places
within the United States ("domestic securities") and securities it desires to
be held outside the United States ("foreign securities") pursuant to the
provisions of the Fund's governing documents.  The Fund  agrees to deliver to
the Custodian all securities and cash of the Fund, and all payments of income,
payments of principal or capital distributions received by it with respect to
all securities owned by the Fund from time to time, and the cash consideration
received by it for such new or treasury shares of capital stock, beneficial
interest or partnership interest, as applicable, of the Fund, ("Shares") as
may be issued or sold from time to time.  The Custodian shall not be
responsible for any property of a Fund held or received by the Fund and not
delivered to the Custodian.

         Upon receipt of "Proper Instructions" (within the meaning of Article
5), the Custodian shall on behalf of the applicable Fund from time to time
employ one or more sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of the Fund, and provided
that the Custodian shall have no more or less responsibility or liability to
the Fund on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.  The Custodian may
employ as sub-custodian for the Fund's foreign securities the foreign banking
institutions and foreign securities depositories designated in Schedule A
hereto but only in accordance with the provisions of Article 3.





                                       1
<PAGE>   5
2.       Duties of the Custodian with Respect to Property of the Fund Held By
         the Custodian in the United States

2.1      Holding Securities.  The Custodian shall hold and physically segregate
         for the account of each Fund all non-cash property, to be held by it
         in the United States including all domestic securities owned by such
         Fund, other than (a) securities which are maintained pursuant to
         Section 2.10 in a clearing agency which acts as a securities
         depository or in a book-entry system authorized by the U.S. Department
         of the Treasury, collectively referred to herein as "Securities
         System"  and (b) commercial paper of an issuer for which State Street
         Bank and Trust Company acts as issuing and paying agent ("Direct
         Paper") which is deposited and/or maintained in the Direct Paper
         System of the Custodian (the "Direct Paper System") pursuant to
         Section 2.11.

2.2      Delivery of  Securities.  The Custodian shall release and deliver
         domestic securities owned by a Fund held by the Custodian or in a
         Securities System account of the Custodian or in the Custodian's
         Direct Paper book entry system account ("Direct Paper System Account")
         only upon receipt of Proper Instructions from the Fund, which may be
         continuing instructions when deemed appropriate by the parties, and
         only in the following cases:

         1)      Upon sale of such securities for the account of the Fund and
                 receipt of payment therefor;

         2)      Upon the receipt of payment in connection with any repurchase
                 agreement related to such securities entered into by the Fund;

         3)      In the case of a sale effected through a Securities System, in
                 accordance with the provisions of Section 2.10 hereof;

         4)      To the depository agent in connection with tender or other
                 similar offers for securities of the Fund;

         5)      To the issuer thereof or its agent when such securities are
                 called, redeemed, retired or otherwise become payable;
                 provided that, in any such case, the cash or other
                 consideration is to be delivered to the Custodian;

         6)      To the issuer thereof, or its agent, for transfer into the
                 name of the Fund or into the name of any nominee or nominees
                 of the Custodian or into the name or nominee





                                       2
<PAGE>   6
                 name of any agent appointed pursuant to Section 2.9 or into
                 the name or nominee name of any sub-custodian appointed
                 pursuant to Article 1; or for exchange for a different number
                 of bonds, certificates or other evidence representing the same
                 aggregate face amount or number of units; provided that, in
                 any such case, the new securities are to be delivered to the
                 Custodian;

         7)      Upon the sale of such securities for the account of the Fund,
                 to the broker or its clearing agent, against a receipt, for
                 examination in accordance with "street delivery" custom;
                 provided that in any such case, the Custodian shall have no
                 responsibility or liability for any loss arising from the
                 delivery of such securities prior to receiving payment for
                 such securities except as may arise from the Custodian's own
                 negligence or willful misconduct;

         8)      For exchange or conversion pursuant to any plan of merger,
                 consolidation, recapitalization, reorganization or
                 readjustment of the securities of the issuer of such
                 securities, or pursuant to provisions for conversion contained
                 in such securities, or pursuant to any deposit agreement;
                 provided that, in any such case, the new securities and cash,
                 if any, are to be delivered to the Custodian;

         9)      In the case of warrants, rights or similar securities, the
                 surrender thereof in the exercise of such warrants, rights or
                 similar securities or the surrender of interim receipts or
                 temporary securities for definitive securities; provided that,
                 in any such case, the new securities and cash, if any, are to
                 be delivered to the Custodian;

         10)     For delivery in connection with any loans of securities made
                 by the Fund, but only against receipt of adequate collateral
                 as agreed upon from time to time by the Custodian and the
                 Fund, which may be in the form of cash or obligations issued
                 by the United States government, its agencies or
                 instrumentalities, except that in connection with any loans
                 for which collateral is to be credited to the Custodian's
                 account in the book-entry system authorized by the U.S.
                 Department of the Treasury, the Custodian will not be held
                 liable or responsible for the delivery of securities owned by
                 the Fund prior to the receipt of such collateral;

         11)     For delivery as security in connection with any borrowings by
                 the Fund requiring a pledge of assets by the Fund, but only
                 against receipt of amounts borrowed;





                                       3
<PAGE>   7
         12)     For delivery in accordance with the provisions of any
                 agreement among the Fund, the Custodian and a broker-dealer
                 registered under the Securities Exchange Act of 1934 (the
                 "Exchange Act") and a member of The National Association of
                 Securities Dealers, Inc. ("NASD"), relating to compliance with
                 the rules of The Options Clearing Corporation and of any
                 registered national securities exchange, or of any similar
                 organization or organizations, regarding escrow or other
                 arrangements in connection with transactions by the Fund;

         13)     For delivery in accordance with the provisions of any
                 agreement among the Fund,  the Custodian, and a Futures
                 Commission Merchant registered under the Commodity Exchange
                 Act, relating to compliance with the rules of the Commodity
                 Futures Trading Commission and/or any Contract Market, or any
                 similar organization or organizations, regarding account
                 deposits in connection with transactions by the Fund;

         14)     Upon receipt of instructions from the transfer agent
                 ("Transfer Agent") for the Fund, for delivery to such Transfer
                 Agent or to the holders of shares in connection with
                 distributions in kind, as may be described from time to time
                 in the currently effective prospectus and statement of
                 additional information of the Fund ("Prospectus"), in
                 satisfaction of requests by holders of Shares for repurchase
                 or redemption; and

         15)     For any other proper corporate purpose, but only upon receipt
                 of, in addition to Proper Instructions from the Fund, a
                 certified copy of a resolution of the Board  or of the
                 Executive Committee of the Fund signed by an officer of the
                 Fund and certified by the Secretary or an Assistant Secretary,
                 specifying the securities of the Fund to be delivered, setting
                 forth the purpose for which such delivery is to be made,
                 declaring such purpose to be a proper corporate purpose, and
                 naming the person or persons to whom delivery of such
                 securities shall be made.

2.3      Registration of Securities.  Domestic securities held by the Custodian
         (other than bearer securities) shall be registered in the name of the
         Fund or in the name of any nominee of the Fund  or of any nominee of
         the Custodian which nominee shall be assigned exclusively to the Fund,
         unless the Fund has authorized in writing the appointment of a nominee
         to be used in common with other registered investment companies having
         the same investment adviser as the Fund, or in the name or nominee
         name of any agent appointed pursuant to Section 2.9 or in the name or
         nominee name of any sub-custodian appointed pursuant to





                                       4
<PAGE>   8
         Article 1.  All securities accepted by the Custodian  under the terms
         of this Contract shall be in "street name" or other good delivery
         form.  If, however, the Fund directs the Custodian to maintain
         securities in "street name", the Custodian shall utilize its best
         efforts only to timely collect income due the Fund on such securities
         and to notify the Fund on a best efforts basis only of relevant
         corporate actions including, without limitation, pendency of calls,
         maturities, tender or exchange offers.

2.4      Bank Accounts.  The Custodian shall open and maintain a separate bank
         account or accounts in the United States in the name of each Fund ,
         subject only to draft or order by the Custodian acting pursuant to the
         terms of this Contract, and shall hold in such account or accounts,
         subject to the provisions hereof, all cash received by it from or for
         the account of the Fund, other than cash maintained by the Fund in a
         bank account established and used in accordance with Rule 17f-3 under
         the Investment Company Act of 1940.  Funds held by the Custodian for a
         Fund may be deposited by it to its credit as Custodian in the Banking
         Department of the Custodian or in such other banks or trust companies
         as it may in its discretion deem necessary or desirable; provided,
         however, that every such bank or trust company shall be qualified to
         act as a custodian under the Investment Company Act of 1940 and that
         each such bank or trust company and the funds to be deposited with
         each such bank or trust company shall on behalf of each applicable
         Fund be approved by vote of a majority of the Board  of the Fund.
         Such funds shall be deposited by the Custodian in its capacity as
         Custodian and shall be withdrawable by the Custodian only in that
         capacity.

2.5      Availability of Federal Funds.  Upon mutual agreement between the Fund
         and the Custodian, the Custodian shall, upon the receipt of Proper
         Instructions from the Fund, make federal funds available to such Fund
         as of specified times agreed upon from time to time by the Fund and
         the Custodian in the amount of checks received in payment for Shares
         of such Fund which are deposited into the Fund's account.

2.6      Collection of Income.  Subject to the provisions of Section 2.3, the
         Custodian shall collect on a timely basis all income and other
         payments with respect to registered domestic securities held hereunder
         to which each Fund shall be entitled either by law or pursuant to
         custom in the securities business, and shall collect on a timely basis
         all income and other payments with respect to bearer domestic
         securities if, on the date of payment by the issuer, such securities
         are held by the Custodian or its agent thereof and shall credit such
         income, as collected, to such Fund's custodian account.  Without
         limiting the generality of the foregoing, the Custodian shall detach
         and present for payment all coupons and other income items requiring
         presentation as and when they become due and shall collect interest
         when





                                       5
<PAGE>   9
         due on securities held hereunder.  Income due each Fund on securities
         loaned pursuant to the provisions of Section 2.2 (10) shall be the
         responsibility of the Fund.  The Custodian will have no duty or
         responsibility in connection therewith, other than to provide the Fund
         with such information or data as may be necessary to assist the Fund
         in arranging for the timely delivery to the Custodian of the income to
         which the Fund is properly entitled.

2.7      Payment of Fund Moneys.  Upon receipt of Proper Instructions from the
         Fund, which may be continuing instructions when deemed appropriate by
         the parties, the Custodian shall pay out moneys of a Fund in the
         following cases only:

         1)      Upon the purchase of domestic securities, options, futures
                 contracts or options on futures contracts for the account of
                 the Fund but only (a) against the delivery of such securities
                 or evidence of title to such options, futures contracts or
                 options on futures contracts to the Custodian (or any bank,
                 banking firm or trust company doing business in the United
                 States or abroad which is qualified under the Investment
                 Company Act of 1940, as amended, to act as a custodian and has
                 been designated by the Custodian as its agent for this
                 purpose) registered in the name of the Fund or in the name of
                 a nominee of the Custodian referred to in Section 2.3 hereof
                 or in proper form for transfer; (b) in the case of a purchase
                 effected through a Securities System, in accordance with the
                 conditions set forth in Section 2.10 hereof; (c) in the case
                 of a purchase involving the Direct Paper System, in accordance
                 with the conditions set forth in Section 2.11; (d) in the case
                 of repurchase agreements entered into between the Fund  and
                 the Custodian, or another bank, or a broker-dealer which is a
                 member of NASD, (i) against delivery of the securities either
                 in certificate form or through an entry crediting the
                 Custodian's account at the Federal Reserve Bank with such
                 securities or (ii) against delivery of the receipt evidencing
                 purchase by the Fund of securities owned by the Custodian
                 along with written evidence of the agreement by the Custodian
                 to repurchase such securities from the Fund or (e) for
                 transfer to a time deposit account of the Fund in any bank,
                 whether domestic or foreign; such transfer may be effected
                 prior to receipt of a confirmation from a broker and/or the
                 applicable bank pursuant to Proper Instructions from the Fund
                 as defined in Article 5;

         2)      In connection with conversion, exchange or surrender of
                 securities owned by the Fund as set forth in Section 2.2
                 hereof;





                                       6
<PAGE>   10
         3)      For the redemption or repurchase of Shares issued by the Fund
                 as set forth in Article 4 hereof;

         4)      For the payment of any expense or liability incurred by the
                 Fund, including but not limited to the following payments for
                 the account of the Fund:  interest, taxes, management,
                 accounting, transfer agent and legal fees, and operating
                 expenses of the Fund whether or not such expenses are to be in
                 whole or part capitalized or treated as deferred expenses;

         5)      For the payment of any dividends on Shares of the Fund
                 declared pursuant to the governing documents of the Fund;

         6)      For payment of the amount of dividends received in respect of
                 securities sold short;

         7)      For any other proper purpose, but only upon receipt of, in
                 addition to Proper Instructions from the Fund, a certified
                 copy of a resolution of the Board  or of the Executive
                 Committee of the Fund signed by an officer of the Fund and
                 certified by its Secretary or an Assistant Secretary,
                 specifying the amount of such payment, setting forth the
                 purpose for which such payment is to be made, declaring such
                 purpose to be a proper purpose, and naming the person or
                 persons to whom such payment is to be made.

2.8      Liability for Payment in Advance of Receipt of Securities Purchased.
         Except as specifically stated otherwise in this Contract, in any and
         every case where payment for purchase of domestic securities for the
         account of a Fund is made by the Custodian in advance of receipt of
         the securities purchased in the absence of specific written
         instructions from the Fund  to so pay in advance, the Custodian shall
         be absolutely liable to the Fund for such securities to the same
         extent as if the securities had been received by the Custodian.

2.9      Appointment of Agents.  The Custodian may at any time or times in its
         discretion appoint (and may at any time remove) any other bank or
         trust company which is itself qualified under the Investment Company
         Act of 1940, as amended, to act as a custodian, as its agent to carry
         out such of the provisions of this Article 2 as the Custodian may from
         time to time direct; provided, however, that the appointment of any
         agent shall not relieve the Custodian of its responsibilities or
         liabilities hereunder.





                                       7
<PAGE>   11
2.10     Deposit of Fund Assets in Securities Systems.  The Custodian may
         deposit and/or maintain securities owned by a Fund in a clearing
         agency registered with the Securities and Exchange Commission under
         Section 17A of the Securities Exchange Act of 1934, which acts as a
         securities depository, or in the book-entry system authorized by the
         U.S. Department of the Treasury and certain federal agencies,
         collectively referred to herein as "Securities System" in accordance
         with applicable Federal Reserve Board and Securities and Exchange
         Commission rules and regulations, if any, and subject to the following
         provisions:

         1)      The Custodian may keep securities of the Fund in a Securities
                 System provided that such securities are represented in an
                 account ("Account") of the Custodian in the Securities System
                 which shall not include any assets of the Custodian other than
                 assets held as a fiduciary, custodian or otherwise for
                 customers;

         2)      The records of the Custodian with respect to securities of the
                 Fund which are maintained in a Securities System shall
                 identify by book-entry those securities belonging to the Fund;

         3)      The Custodian shall pay for securities purchased for the
                 account of the Fund upon (i) receipt of advice from the
                 Securities System that such securities have been transferred
                 to the Account, and (ii) the making of an entry on the records
                 of the Custodian to reflect such payment and transfer for the
                 account of the Fund.  The Custodian shall transfer securities
                 sold for the account of the Fund upon (i) receipt of advice
                 from the Securities System that payment for such securities
                 has been transferred to the Account, and (ii) the making of an
                 entry on the records of the Custodian to reflect such transfer
                 and payment for the account of the Fund.  Copies of all
                 advices from the  Securities System of transfers of securities
                 for the account of the Fund shall identify the Fund, be
                 maintained for the Fund by the Custodian and be provided to
                 the Fund at its request.  Upon request, the Custodian shall
                 furnish the Fund confirmation of each transfer to or from the
                 account of the Fund in the form of a written advice or notice
                 and shall furnish to the Fund copies of daily transaction
                 sheets reflecting each day's transactions in the  Securities
                 System for the account of the Fund.

         4)      The Custodian shall provide the Fund with any report obtained
                 by the Custodian on the Securities System's accounting system,
                 internal accounting control and procedures for safeguarding
                 securities deposited in the Securities System;





                                       8
<PAGE>   12
         5)      The Custodian shall have received from the Fund the initial or
                 annual certificate, as the case may be, required by Article 14
                 hereof;

         6)      Anything to the contrary in this Contract notwithstanding, the
                 Custodian shall be liable to the Fund for the benefit of the
                 Fund for any loss or damage to the Fund resulting from use of
                 the Securities System by reason of any negligence, misfeasance
                 or misconduct of the Custodian or any of its agents or of any
                 of its or their employees or from failure of the Custodian or
                 any such agent to enforce effectively such rights as it may
                 have against the Securities System; at the election of the
                 Fund, it shall be entitled to be subrogated to the rights of
                 the Custodian with respect to any claim against the Securities
                 System or any other person which the Custodian may have as a
                 consequence of any such loss or damage if and to the extent
                 that the Fund has not been made whole for any such loss or
                 damage.

2.11     Fund Assets Held in the Custodian's Direct Paper System.  The
         Custodian may deposit and/or maintain securities owned by a Fund in
         the Direct Paper System of the Custodian subject to the following
         provisions:

         1)      No transaction relating to securities in the Direct Paper
                 System will be effected in the absence of Proper Instructions
                 from the Fund ;

         2)      The Custodian may keep securities of the Fund in the Direct
                 Paper System only if such securities are represented in an
                 account ("Account") of the Custodian in the Direct Paper
                 System which shall not include any assets of the Custodian
                 other than assets held as a fiduciary, custodian or otherwise
                 for customers;

         3)      The records of the Custodian with respect to securities of the
                 Fund which are maintained in the Direct Paper System shall
                 identify by book-entry those securities belonging to the Fund;

         4)      The Custodian shall pay for securities purchased for the
                 account of the Fund upon the making of an entry on the records
                 of the Custodian to reflect such payment and transfer of
                 securities to the account of the Fund.  The Custodian shall
                 transfer securities sold for the account of the Fund upon the
                 making of an entry on the records of the Custodian to reflect
                 such transfer and receipt of payment for the account of the
                 Fund;





                                       9
<PAGE>   13
         5)      The Custodian shall furnish the Fund confirmation of each
                 transfer to or from the account of the Fund, in the form of a
                 written advice or notice, of Direct Paper on the next business
                 day following such transfer and shall furnish to the Fund
                 copies of daily transaction sheets reflecting each day's
                 transactions in the Securities System for the account of the
                 Fund;

         6)      The Custodian shall provide the Fund with any report on its
                 system of internal accounting control as the Fund may
                 reasonably request from time to time.

2.12     Segregated Account.  The Custodian shall upon receipt of Proper
         Instructions from the Fund establish and maintain a segregated account
         or accounts for and on behalf of each such Fund, into which account or
         accounts may be transferred cash and/or securities, including
         securities maintained in an account by the Custodian pursuant to
         Section 2.10 hereof, (i) in accordance with the provisions of any
         agreement among the Fund , the Custodian and a broker-dealer
         registered under the Exchange Act and a member of the NASD (or any
         futures commission merchant registered under the Commodity Exchange
         Act), relating to compliance with the rules of The Options Clearing
         Corporation and of any registered national securities exchange (or the
         Commodity Futures Trading Commission or any registered contract
         market), or of any similar organization or organizations, regarding
         escrow or other arrangements in connection with transactions by the
         Fund, (ii) for purposes of segregating cash or government securities
         in connection with options purchased, sold or written by the Fund or
         commodity futures contracts or options thereon purchased or sold by
         the Fund, (iii) for the purposes of compliance by the Fund with the
         procedures required by Investment Company Act Release No. 10666, or
         any subsequent release or releases of the Securities and Exchange
         Commission relating to the maintenance of segregated accounts by
         registered investment companies and (iv) for other proper corporate
         purposes, but only, in the case of clause (iv), upon receipt of, in
         addition to Proper Instructions from the Fund , a certified copy of a
         resolution of the Board  or of the Executive Committee of the Fund
         signed by an officer of the Fund and certified by the Secretary or an
         Assistant Secretary, setting forth the purpose or purposes of such
         segregated account and declaring such purposes to be proper corporate
         purposes.

2.13     Ownership Certificates for Tax Purposes.  The Custodian shall execute
         ownership and other certificates and affidavits for all federal and
         state tax purposes in connection with receipt of income or other
         payments with respect to domestic securities of each Fund held by it
         and in connection with transfers of securities.





                                       10
<PAGE>   14
2.14     Proxies.  The Custodian shall, with respect to the domestic securities
         held hereunder, cause to be promptly executed by the registered holder
         of such securities, if the securities are registered otherwise than in
         the name of the Fund or a nominee of the Fund, all proxies, without
         indication of the manner in which such proxies are to be voted, and
         shall promptly deliver to the Fund such proxies, all proxy soliciting
         materials and all notices relating to such securities.

2.15     Communications Relating to Fund Securities.  Subject to the provisions
         of Section 2.3, the Custodian shall transmit promptly to the Fund  all
         written information (including, without limitation, pendency of calls
         and maturities of domestic securities and expirations of rights in
         connection therewith and notices of exercise of call and put options
         written by the Fund  and the maturity of futures contracts purchased
         or sold by the Fund) received by the Custodian from issuers of the
         securities being held for the Fund.  With respect to tender or
         exchange offers, the Custodian shall transmit promptly to the Fund all
         written information received by the Custodian from issuers of the
         securities whose tender or exchange is sought and from the party (or
         his agents) making the tender or exchange offer.  If the Fund desires
         to take action with respect to any tender offer, exchange offer or any
         other similar transaction, the Fund shall notify the Custodian at
         least three business days prior to the date on which the Custodian is
         to take such action.

3.       Duties of the Custodian with Respect to Property of the Fund Held
         Outside of the United States

3.1      Appointment of Foreign Sub-Custodians.  The Fund hereby authorizes and
         instructs the Custodian to employ as sub-custodians for the Fund's
         securities and other assets maintained outside the United States the
         foreign banking institutions and foreign securities depositories
         designated on Schedule A hereto ("foreign sub-custodians").  Upon
         receipt of "Proper Instructions", as defined in Section 5 of this
         Contract, together with a certified resolution of the Fund's Board,
         the Custodian and the Fund may agree to amend Schedule A hereto from
         time to time to designate additional foreign banking institutions and
         foreign securities depositories to act as sub-custodian.  Upon receipt
         of Proper Instructions, the Fund may instruct the Custodian to cease
         the employment of any one or more such sub-custodians for maintaining
         custody of the Fund's assets.

3.2      Assets to be Held.  The Custodian shall limit the securities and other
         assets maintained in the custody of the foreign sub-custodians to:
         (a) "foreign securities", as defined in





                                       11
<PAGE>   15
         paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of
         1940, and (b) cash and cash equivalents in such amounts as the
         Custodian or the Fund may determine to be reasonably necessary to
         effect the Fund's foreign securities transactions.  The Custodian
         shall identify on its books as belonging to the Fund, the foreign
         securities of the Fund held by each foreign sub-custodian.

3.3      Foreign Securities Systems.  Except as may otherwise be agreed upon in
         writing by the Custodian and the Fund, assets of the Funds shall be
         maintained in foreign securities depositories only through
         arrangements implemented by the foreign banking institutions serving
         as sub-custodians pursuant to the terms hereof.  Where possible, such
         arrangements shall include entry into agreements containing the
         provisions set forth in Section 3.4 hereof.

3.4      Agreements with Foreign Banking Institutions.  Each agreement with a
         foreign banking institution shall  be substantially in the form set
         forth in Exhibit 1 hereto and shall provide that:  (a) the assets of
         the Fund will not be subject to any right, charge, security interest,
         lien or claim of any kind in favor of the foreign banking institution
         or its creditors or agent, except a claim of payment for their safe
         custody or administration; (b) beneficial ownership for the assets of
         the Fund will be freely transferable without the payment of money or
         value other than for custody or administration; (c) adequate records
         will be maintained identifying the assets as belonging to the Fund;
         (d) officers of or auditors employed by, or other representatives of
         the Custodian, including to the extent permitted under applicable law
         the independent public accountants for the Fund, will be given access
         to the books and records of the foreign banking institution relating
         to its actions under its agreement with the Custodian; and (e) assets
         of the Fund held by the foreign sub-custodian will be subject only to
         the instructions of the Custodian or its agents.

3.5      Access of Independent Accountants of the Fund.  Upon request of the
         Fund, the Custodian will use its best efforts to arrange for the
         independent accountants of the Fund to be afforded access to the books
         and records of any foreign banking institution employed as a foreign
         sub-custodian insofar as such books and records relate to the
         performance of such foreign banking institution under its agreement
         with the Custodian.

3.6      Reports by Custodian.  The Custodian will supply to the Fund from time
         to time, as mutually agreed upon, statements in respect of the
         securities and other assets of the Fund held by foreign
         sub-custodians, including but not limited to an identification of
         entities having possession of the Fund securities and other assets and
         advices or notifications of any transfers of securities to or from
         each custodial account maintained by a foreign banking





                                       12
<PAGE>   16
         institution for the Custodian on behalf of  the Fund indicating, as to
         securities acquired for a Fund, the identity of the entity having
         physical possession of such securities.

3.7      Transactions in Foreign Custody Account.  (a) Except as otherwise
         provided in paragraph (b) of this Section 3.7, the provision of
         Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis to
         the foreign securities of the Fund held outside the United States by
         foreign sub-custodians.  (b) Notwithstanding any provision of this
         Contract to the contrary, settlement and payment for securities
         received for the account of the Fund and delivery of securities
         maintained for the account of the Fund may be effected in accordance
         with the customary established securities trading or securities
         processing practices and procedures in the jurisdiction or market in
         which the transaction occurs, including, without limitation,
         delivering securities to the purchaser thereof or to a dealer therefor
         (or an agent for such purchaser or dealer) against a receipt with the
         expectation of receiving later payment for such securities from such
         purchaser or dealer.  (c) Securities maintained in the custody of a
         foreign sub-custodian may be maintained in the name of such entity's
         nominee to the same extent as set forth in Section 2.3 of this
         Contract, and the Fund agrees to hold any such nominee harmless from
         any liability as a holder of record of such securities.

3.8      Liability of Foreign Sub-Custodians.  Each agreement pursuant to which
         the Custodian employs a foreign banking institution as a foreign
         sub-custodian shall require the institution to exercise reasonable
         care in the performance of its duties and to indemnify, and hold
         harmless, the Custodian and each Fund from and against any loss,
         damage, cost, expense, liability or claim arising out of or in
         connection with the institution's performance of such obligations.  At
         the election of the Fund, it shall be entitled to be subrogated to the
         rights of the Custodian with respect to any claims against a foreign
         banking institution as a consequence of any such loss, damage, cost,
         expense, liability or claim if and to the extent that the Fund has not
         been made whole for any such loss, damage, cost, expense, liability or
         claim.

3.9      Liability of Custodian.  The Custodian shall be liable for the acts or
         omissions of a foreign banking institution to the same extent as set
         forth with respect to sub-custodians generally in this Contract and,
         regardless of whether assets are maintained in the custody of a
         foreign banking institution, a foreign securities depository or a
         branch of a U.S. bank as contemplated by paragraph 3.12 hereof, the
         Custodian shall not be liable for any loss, damage, cost, expense,
         liability or claim resulting from nationalization, expropriation,
         currency restrictions, or acts of war or terrorism or any loss where
         the sub-custodian has otherwise exercised reasonable care.
         Notwithstanding the foregoing provisions of this





                                       13
<PAGE>   17
         paragraph 3.9, in delegating custody duties to State Street London
         Ltd., the Custodian shall not be relieved of any responsibility to the
         Fund for any loss due to such delegation, except such loss as may
         result from (a) political risk (including, but not limited to,
         exchange control restrictions, confiscation, expropriation,
         nationalization, insurrection, civil strife or armed hostilities) or
         (b) other losses (excluding a bankruptcy or insolvency of State Street
         London Ltd. not caused by political risk) due to Acts of God, nuclear
         incident or other losses under circumstances where the Custodian and
         State Street London Ltd. have exercised reasonable care.

3.10     Reimbursement for Advances.  If the Fund requires the Custodian to
         advance cash or securities for any purpose for the benefit of a Fund
         including the purchase or sale of foreign exchange or of contracts for
         foreign exchange, or in the event that the Custodian or its nominee
         shall incur or be assessed any taxes, charges, expenses, assessments,
         claims or liabilities in connection with the performance of this
         Contract, except such as may arise from its or its nominee's own
         negligent action, negligent failure to act or willful misconduct, any
         property at any time held for the account of the applicable Fund shall
         be security therefor and should the Fund fail to repay the Custodian
         promptly, the Custodian shall be entitled to utilize available cash
         and to dispose of such Fund's assets to the extent necessary to obtain
         reimbursement.

3.11     Monitoring Responsibilities.  The Custodian shall furnish annually to
         the Fund, during the month of June, information concerning the foreign
         sub-custodians employed by the Custodian.  Such information shall be
         similar in kind and scope to that furnished to the Fund in connection
         with the initial approval of this Contract.  In addition, the
         Custodian will promptly inform the Fund in the event that the
         Custodian learns of a material adverse change in the financial
         condition of a foreign sub-custodian or any material loss of the
         assets of the Fund or in the case of any foreign sub-custodian not the
         subject of an exemptive order from the Securities and Exchange
         Commission is notified by such foreign sub-custodian that there
         appears to be a substantial likelihood that its shareholders' equity
         will decline below $200 million (U.S. dollars or the equivalent
         thereof) or that its shareholders' equity has declined below $200
         million (in each case computed in accordance with generally accepted
         U.S. accounting principles).

3.12     Branches of U.S. Banks.  (a) Except as otherwise set forth in this
         Contract, the provisions hereof shall not apply where the custody of
         the Fund's assets are maintained in a foreign branch of a banking
         institution which is a "bank" as defined by Section 2(a)(5) of the
         Investment Company Act of 1940 meeting the qualification set forth in
         Section 26(a) of





                                       14
<PAGE>   18
         said Act.  The appointment of any such branch as a sub-custodian shall
         be governed by paragraph 1 of this Contract.  (b) Cash held for each
         Fund in the United Kingdom shall be maintained in an interest bearing
         account established for the Fund with the Custodian's London branch,
         which account shall be subject to the direction of the Custodian,
         State Street London Ltd. or both.

3.13     Tax Law.  The Custodian shall have no responsibility or liability for
         any obligations now or hereafter imposed on the Fund or the Custodian
         as custodian of the Fund by the tax law of the United States of
         America or any state or political subdivision thereof.  It shall be
         the responsibility of the Fund to notify the Custodian of the
         obligations imposed on the Fund or the Custodian as custodian of the
         Fund by the tax law of jurisdictions other than those mentioned in the
         above sentence, including responsibility for withholding and other
         taxes, assessments or other governmental charges, certifications and
         governmental reporting.  The sole responsibility of the Custodian with
         regard to such tax law shall be to use reasonable efforts to assist
         the Fund with respect to any claim for exemption or refund under the
         tax law of jurisdictions for which the Fund has provided such
         information.

4.       Payments for Sales or Repurchases or Redemptions of Shares of the Fund

         The Custodian shall receive from the distributor for the Shares or
from the Transfer Agent of the Fund and deposit into the account of the
appropriate Fund such payments as are received for Shares of that Fund issued
or sold from time to time by the Fund.  The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by it of
payments for Shares of such Fund.

         From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the Board
of the Fund pursuant thereto, the Custodian shall, upon receipt of instructions
from the Transfer Agent, make funds available for payment to holders of Shares
who have delivered to the Transfer Agent a request for redemption or repurchase
of their Shares.  In connection with the redemption or repurchase of Shares of
a Fund, the Custodian is authorized upon receipt of instructions from the
Transfer Agent to wire funds to or through a commercial bank designated by the
redeeming shareholders.  In connection with the redemption or repurchase of
Shares of the Fund, the Custodian shall honor checks drawn on the Custodian by
a holder of Shares, which checks have been furnished by the Fund to the holder
of Shares, when presented to the Custodian in accordance with such procedures
and controls as are mutually agreed upon from time to time between the Fund and
the Custodian.





                                       15
<PAGE>   19
5.       Proper Instructions

         Proper Instructions as used throughout this Contract means a writing
signed or initialed by one or more person or persons as the Board of the Fund
shall have from time to time authorized.  Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested.  Oral instructions
will be considered Proper Instructions if the Custodian reasonably believes
them to have been given by a person authorized to give such instructions with
respect to the transaction involved.  The Fund shall cause all oral
instructions to be confirmed in writing.  Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the Board of the
Fund accompanied by a detailed description of procedures approved by the Board,
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Board and the
Custodian are satisfied that such procedures afford adequate safeguards for the
Funds' assets.  For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any three-party agreement
which requires a segregated asset account in accordance with Section 2.12.

6.       Actions Permitted without Express Authority

         The Custodian may in its discretion, without express authority from
the Fund:

         1)      make payments to itself or others for minor expenses of
                 handling securities or other similar items relating to its
                 duties under this Contract, provided that all such payments
                 shall be accounted for to the Fund ;

         2)      surrender securities in temporary form for securities in
                 definitive form;

         3)      endorse for collection, in the name of the Fund, checks,
                 drafts and other negotiable instruments; and

         4)      in general, attend to all non-discretionary details in
                 connection with the sale, exchange, substitution, purchase,
                 transfer and other dealings with the securities and property
                 of the Fund except as otherwise directed by the Board of the
                 Fund.





                                       16
<PAGE>   20
7.       Evidence of Authority

         The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or  on behalf of the
Fund.  The Custodian may receive and accept a certified copy of a vote of the
Board of the Fund as conclusive evidence (a) of the authority of any person to
act in accordance with such vote or (b) of any determination or of any action
by the Board pursuant to the governing documents of the Fund as described in
such vote, and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary.

8.       Duties of Custodian with Respect to the Books of Account and
         Calculation of Net Asset Value and Net Income

         The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of the Fund to keep the books of
account of each Fund and/or compute the net asset value per share of the
outstanding shares of each Fund or, if the Custodian and the Fund execute the
applicable Price Source Authorization (the "Authorization"), the Custodian
shall  keep such books of account and/or compute such net asset value per share
pursuant to the terms of the Authorization and the attachments thereto.  If so
directed, the Custodian shall also calculate daily the net income of the Fund
as described in the Fund's currently effective Prospectus and shall advise the
Fund and the Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among its
various components.  The calculations of the net asset value per share and the
daily income of each Fund shall be made at the time or times described from
time to time in the Fund's currently effective Prospectus.

9.       Records

         The Custodian shall with respect to each Fund create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the Investment Company
Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1
and 31a-2 thereunder.  All such records shall be the property of the Fund and
shall at all times during the regular business hours of the Custodian be open
for inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission.  The Custodian
shall, at the Fund's request, supply the Fund with a tabulation of securities
owned by each Fund and held by the Custodian and shall, when requested to





                                       17
<PAGE>   21
do so by the Fund and for such compensation as shall be agreed upon between the
Fund and the Custodian, include certificate numbers in such tabulations.

10.      Opinion of Fund's Independent Accountant

         The Custodian shall take all reasonable action, as the Fund  may from
time to time request, to obtain from year to year favorable opinions from the
Fund's independent accountants with respect to its activities hereunder in
connection with the preparation of the Fund's Form N-1A, and Form N-SAR or
other annual reports to the Securities and Exchange Commission and with respect
to any other requirements of such Commission.

11.      Reports to Fund by Independent Public Accountants

         The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports, shall be
of sufficient scope and in sufficient detail, as may reasonably be required by
the Fund to provide reasonable assurance that any material inadequacies would
be disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.

12.      Compensation of Custodian

         The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between
the Fund and the Custodian.

13.      Responsibility of Custodian

         So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement.  The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract,
but shall be kept indemnified by and shall be without liability to the Fund for
any action taken or omitted by it in





                                       18
<PAGE>   22
good faith without negligence.  It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.

         The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United states (except as specifically provided in Article 3.9)
and regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S.
bank, as contemplated by paragraph 3.12 hereof, the Custodian shall not be
liable for any loss, damage, cost, expense, liability or claim resulting from
or caused by, the direction or authorization by the Fund to maintain custody of
any securities or cash of the Fund in a foreign country including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions or acts of war or terrorism.

         If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned
to the Fund being liable for the payment of money or incurring liability of
some other form, the Fund, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

         If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not
limited to securities settlements, foreign exchange contracts and assumed
settlement) or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of the
Fund assets to the extent necessary to obtain reimbursement.

14.      Effective Period, Termination and Amendment

         This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30)





                                       19
<PAGE>   23
days after the date of such delivery or mailing; provided, however that the
Custodian shall not with respect to a Fund act under Section 2.10 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of the Fund has approved the initial use of a
particular Securities System by such Fund and the receipt of a certificate of
the Secretary or an Assistant Secretary that the Board has reviewed any
subsequent change regarding the use by such Fund of such Securities System, as
required in each case  by Rule 17f-4 under the Investment Company Act of 1940,
as amended and that the Custodian shall not with respect to a Fund act under
Section 2.11 hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board has approved the initial use
of the Direct Paper System by such Fund and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of the
Fund has reviewed the use by such Fund of the Direct Paper System;   provided
further, however, that the Fund shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or any provision
of the Declaration of Trust, and further provided, that the Fund may at any
time by action of its Board (i) substitute another bank or trust company for
the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.

         Upon termination of the Contract, the Fund  shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.

15.      Successor Custodian

         If a successor custodian for the Fund shall be appointed by the Board
of the Fund, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities of the Fund then held by it hereunder and shall
transfer to an account of the successor custodian all of the securities of  the
Fund held in a Securities System.

         If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the Board
of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.

         In the event that no written order designating a successor custodian
or certified copy of a vote of the Board shall have been delivered to the
Custodian on or before the date when such





                                       20
<PAGE>   24
termination shall become effective, then the Custodian shall have the right to
deliver to a bank or trust company, which is a "bank" as defined in the
Investment Company Act of 1940, doing business in Boston, Massachusetts, of its
own selection, having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian on behalf of  the
Fund and all instruments held by the Custodian relative thereto and all other
property held by it under this Contract on behalf of the Fund and to transfer
to an account of such successor custodian all of the securities of the Fund
held in any Securities System.  Thereafter, such bank or trust company shall be
the successor of the Custodian under this Contract.

         In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board to appoint a successor custodian, the Custodian shall be entitled to
fair compensation for its services during such period as the Custodian retains
possession of such securities, funds and other properties and the provisions of
this Contract relating to the duties and obligations of the Custodian shall
remain in full force and effect.

16.      Interpretive and Additional Provisions

         In connection with the operation of this Contract, the Custodian and
the Fund, may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract.  Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision
of the governing documents of the Fund.  No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Contract.

17.      Additional Funds

         In the event that  Van Kampen American Capital Distributors , Inc.
establishes any funds in addition to the Funds listed on Appendix A with
respect to which it desires to have the Custodian render services as custodian
under the terms hereof, it shall so notify the Custodian in writing, and if the
Custodian agrees in writing to provide such services, such fund shall become a
Fund hereunder, subject to the delivery by the new Fund of resolutions
authorizing the appointment of the Custodian and such other supporting or
related documentation as the Custodian may request.  All references herein to
the "Fund" are to each of the Funds listed on Appendix A individually, as if





                                       21
<PAGE>   25
this Contract were between each such individual Fund and the Custodian.  With
respect to any Fund which issues shares in separate classes or series, each
class or series of such Fund shall be treated as a separate Fund hereunder.

18.      Massachusetts Law to Apply

         This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.

19.      Prior Contracts

         This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Funds and the Custodian relating to the custody of
the Fund's assets.

20.      Shareholder Communications

         Securities and Exchange Commission Rule 14b-2 requires banks which
hold securities for the account of customers to respond to requests by issuers
of securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information.  In order to comply with
the rule, the Custodian needs the Fund to indicate whether the Fund authorizes
the Custodian to provide the Fund's name, address, and share position to
requesting companies whose stock the Fund owns.  If the Fund tells the
Custodian "no", the Custodian will not provide this information to requesting
companies.  If the Fund tells the Custodian "yes" or does not check either
"yes" or "no" below, the Custodian is required by the rule to treat the Fund as
consenting to disclosure of this information for all securities owned by the
Fund.  For the Fund's protection, the Rule prohibits the requesting company
from using the Fund's name and address for any purpose other than corporate
communications.  Please indicate below whether the Fund consent or object by
checking one of the alternatives below.

         YES [ ]        The Custodian is authorized to release the name,
                        address, and share positions of each Fund listed on
                        Exhibit A.

         NO  [X]        The Custodian is not authorized to release the name,
                        address, and share positions of each Fund listed on
                        Exhibit A.





                                       22
<PAGE>   26
21.  Limitation of Liability.

         The execution of this Contract has been authorized by each Fund's
Board.  This Contract is executed on behalf of each Fund or the trustees of
such Fund as trustees and not individually and the obligations of the Fund
under this Contract are not binding upon any of the Fund's trustees, officers
or shareholders individually but are binding only upon the assets and property
of the Fund.  A Certificate of Trust in respect of each Fund is on file with
the Secretary of State of Delaware.




         IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of the 21st day of June, 1995.


ATTEST                                  EACH OF THE FUNDS LISTED ON APPENDIX A



/s/ HUEY P. FALGOUT, JR.                By: /s/ NORI L. GABERT
- ------------------------                    -----------------------------------
                                            Nori L. Gabert, Vice President

ATTEST                                  STATE STREET BANK AND TRUST COMPANY



[ILLEGIBLE]                             By: [ILLEGIBLE]
- ------------------------                    -----------------------------------
                                            Executive Vice President





                                       23
<PAGE>   27


                        [VK Investments Inc. Letterhead]





May 26, 1999



VIA AIRBORNE

Mr. Stephen Brown
State Street Bank and Trust Company
1776 Heritage Drive, A4N
North Quincy, Massachusetts 02171-2197

Dear Mr. Brown,

This letter serves as written notification that Van Kampen Equity Trust II (the
"Trust") has established a new series to be known as the Van Kampen Technology
Fund. Pursuant to Section 17 of the Custodian Contract between the Trust and
State Street Bank and Trust Company ("State Street"), the Trust hereby requests
that you act as Custodian for the new series under the terms of the respective
contract.

Please indicate your acceptance of providing custodial services to the above
referenced fund by having two copies of this Letter Agreement executed by the
appropriate person at State Street. Please return one copy to the Fund and
retain one copy for your records.

Very truly yours,

VAN KAMPEN EQUITY TRUST II
on behalf of its series, VAN KAMPEN TECHNOLOGY FUND

By: /s/ Nicholas Dalmaso
   ------------------------

Name: Nicholas Dalmaso
     ----------------------

Its:    Assistant Secretary
        -------------------

ACKNOWLEDGED:
STATE STREET BANK AND TRUST COMPANY

By: /s/ Stephen F. Brown
   --------------------------

Name: Stephen F. Brown
      -----------------------

Its: Vice President
     ------------------------


<PAGE>   1

                                                                  EXHIBIT (g)(2)

                     TRANSFER AGENCY AND SERVICE AGREEMENT

     AGREEMENT made as of the 31st day of May, 1997 by and between each of the
VAN KAMPEN AMERICAN CAPITAL OPEN END FUNDS set forth on Schedule "A" hereto,
which are organized under the laws of the state and as the entities set forth in
Schedule "A" hereto (collectively, the "Funds"), and ACCESS INVESTOR SERVICES,
INC., a Delaware corporation ("ACCESS").

                                 R E C I T A L:

     WHEREAS, each of the Funds desires to appoint ACCESS as its transfer
agent, dividend disbursing agent and shareholder service agent and ACCESS
desires to accept such appointment;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

Article 1. Terms of Appointment; Duties of ACCESS.

     1.01 Subject to the terms and conditions set forth in this Agreement, each
of the Funds hereby employs and appoints ACCESS as its transfer agent, dividend
disbursing agent and shareholder service agent.

     1.02 ACCESS hereby accepts such employment and appointments and agrees that
on and after the effective date of this Agreement it will act as the transfer
agent, dividend disbursing agent and shareholder service agent for each of the
Funds on the terms and conditions set forth herein.

     1.03 ACCESS agrees that its duties and obligations hereunder will be
performed in a competent, efficient and workmanlike manner with due diligence
in accordance with reasonable industry practice, and that the necessary
facilities, equipment and personnel for such performance will be provided.

     1.04 For a period of one year commencing on the effective date of this
Agreement, ACCESS and each of the Funds agree that the retention of (i) the
chief executive officer, president, chief financial officer, chief operating
officer and secretary of ACCESS and (ii) each director, officer and employee of
ACCESS or any of its Affiliates (as defined in the Investment Company Act of
1940, as amended (the "1940 Act")) who serves as an officer of the Funds (each
person referred to in (i) or (ii) hereinafter being referred to as an
"Essential Person"), in his or her current capacities, is in the best interest
<PAGE>   2

of the Funds and the Funds' shareholders.  In connection with ACCESS's
acceptance of employment hereunder, ACCESS hereby agrees and covenants for
itself and on behalf of its Affiliates that neither ACCESS nor any of its
Affiliates shall make any material or significant personnel changes or replace
or seek to replace any Essential Person or cause to be replaced any Essential
Person, in each case without first informing the Board of Trustees of the Funds
in a timely manner.  In addition, neither ACCESS nor any Affiliate of ACCESS
shall change or seek to change or cause to be changed, in any material respect,
the duties and responsibilities of any Essential Person, in each case without
first informing the Board of Trustees of the Funds in a timely manner.

     1.05 In order to assure compliance with section 1.03 and to implement a
cooperative effort to improve and maintain the quality of transfer agency,
dividend disbursing and shareholder services received by each of the Funds and
their shareholders, ACCESS agrees to provide and maintain quantitative
performance objectives, including maximum target turn-around times and maximum
target error rates, for the various services provided hereunder.  ACCESS also
agrees to provide a reporting system designed to provide the Board of Trustees
of each of the Funds (the "Board") on a quarterly basis with quantitative data
comparing actual performance for the period with the performance objectives.
The foregoing procedures are designed to provide a basis for continuing
monitoring by the Board of the quality of services rendered hereunder.

Article 2. Fees and Expenses.

     2.01 For the services to be performed by ACCESS pursuant to this
Agreement, each of the Funds agrees to pay ACCESS the fees provided in the fee
schedules agreed upon from time to time by each of the Funds and ACCESS.

     2.02 In addition to the amounts paid under section 2.01 above, each of the
Funds agrees to reimburse ACCESS promptly for such Fund's reasonable
out-of-pocket expenses or advances paid on its behalf by ACCESS in connection
with its performance under this Agreement for postage, freight, envelopes,
checks, drafts, continuous forms, reports and statements, telephone, telegraph,
costs of outside mailing firms, necessary outside record storage costs, media
for storage of records (e.g., microfilm, microfiche and computer tapes) and
printing costs incurred due to special requirements of such Fund.  In addition,
any other special out-of-pocket expenses paid by ACCESS at the specific request
of any of the Funds will be promptly reimbursed by the requesting Fund.
Postage for mailings of dividends, proxies, Fund reports and other mailings

                                     Page 2


<PAGE>   3

to all shareholder accounts shall be advanced to ACCESS by the concerned Fund
three business days prior to the mailing date of such materials.

Article 3. Representations and Warranties of Access.

           ACCESS represents and warrants to each of the Funds that:

     3.01 It is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware.

     3.02 It is duly qualified to carry on its business in each jurisdiction in
which the nature of its business requires it to be so qualified.

     3.03 It is empowered under applicable laws and regulations and by its
charter and bylaws to enter into and perform this Agreement.

     3.04 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.

     3.05 It has and will continue to have during the term of this Agreement
access to the necessary facilities, equipment and personnel to perform its
duties and obligations hereunder.

     3.06 It will maintain a system regarding "as of" transactions as follows:

           (a) Each "as of" transaction effected at a price other than that in
      effect on the day of processing for which an estimate has not been given
      to any of the affected Funds and which is necessitated by ACCESS' error,
      or delay for which ACCESS is responsible or which could have been avoided
      through the exercise of reasonable care, will be identified, and the net
      effect of such transactions determined, on a daily basis for each such
      Fund.

           (b) The cumulative net effect of the transactions included in
      paragraph (a) above will be determined each day throughout each month.
      If, on any day during the month, the cumulative net effect upon any Fund
      is negative and exceeds an amount equivalent to 1/2 of 1 cent per share of
      such Fund, ACCESS shall promptly make a payment to such Fund (in cash or
      through use of a credit as described in paragraph (c) below) in such
      amount as necessary to reduce the negative cumulative net effect to less
      than 1/2 of 1 cent per share of such Fund.  If on the last business day of
      the month the cumulative net effect (adjusted by the amount of any
      payments or credits used pursuant to the preceding sentence) upon any Fund
      is negative, such Fund shall be entitled to a reduction in the monthly
      transfer agency fee next payable by an equivalent amount, except as
      provided in paragraph (c) below.  If on the last

                                     Page 3
<PAGE>   4


      business day of the month the cumulative net effect (similarly adjusted)
      upon any Fund is positive, ACCESS shall be entitled to recover certain
      past payments, credits used and reductions in fees, and to a credit
      against all future payments and fee reductions made under this paragraph
      to such Fund, as described in paragraph (c) below.

           (c) At the end of each month, any positive cumulative net effect upon
      any Fund shall be deemed to be a credit to ACCESS which shall first be
      applied to recover any payments, credits used and fee reductions made by
      ACCESS to such Fund under paragraph (b) above during the calendar year by
      increasing the amount of the monthly transfer agency fee next payable in
      an amount equal to prior payments, credits used and fee reductions made
      during such year, but not exceeding the sum of that month's credit and
      credits arising in prior months during such year to the extent such prior
      credits have not previously been utilized as contemplated by this
      paragraph (c).  Any portion of a credit to ACCESS not so used shall remain
      as a credit to be used as payment against the amount of any future
      negative cumulative net effects which would otherwise require a payment,
      use of a credit or fee reduction to such Fund pursuant to paragraph (b)
      above.

Article 4. Representations and Warranties of the Funds.

           Each of the Funds hereby represents and warrants on behalf of itself
only and not on behalf of any other Funds which are a party to this Agreement
that:

     4.01 It is duly organized and existing and in good standing under the laws
of the commonwealth or state set forth in Schedule "A" hereto.

     4.02 It is empowered under applicable laws and regulations and by its
Declaration of Trust and by-laws to enter into and perform this Agreement.

     4.03 All requisite proceedings have been taken by its Board to authorize
it to enter into and perform this Agreement.

     4.04 It is an open-end, management investment company registered under the
Investment Company Act of 1940, as amended.

                                     Page 4

<PAGE>   5

     4.05 A registration statement under the Securities Act of 1933, as
amended, is currently effective and will remain effective, and appropriate
state securities laws filings have been made and will continue to be made, with
respect to all of its shares being offered for sale.

Article 5. Indemnification.

     5.01 ACCESS shall not be responsible for and each of the Funds shall
indemnify and hold ACCESS harmless from and against any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liabilities (collectively, "Losses") arising out of or attributable to:

           (a) All actions of ACCESS required to be taken by ACCESS for the
      benefit of such Fund pursuant to this Agreement, provided that ACCESS has
      acted in good faith with due diligence and without negligence or willful
      misconduct.

           (b) The reasonable reliance by ACCESS on, or reasonable use by ACCESS
      of, information, records and documents which have been prepared or
      maintained by or on behalf of such Fund or have been furnished to ACCESS
      by or on behalf of such Fund.

           (c) The reasonable reliance by ACCESS on, or the carrying out by
      ACCESS of, any instructions or requests of such Fund.

           (d) The offer or sale of such Fund's shares in violation of any
      requirement under the federal securities laws or regulations or the
      securities laws or regulations of any state or in violation of any stop
      order or other determination or ruling by any federal agency or any state
      with respect to the offer or sale of such shares in such state unless such
      violation results from any failure by ACCESS to comply with written
      instructions of such Fund that no offers or sales of such Fund's shares be
      made in general or to the residents of a particular state.

           (e) Such Fund's refusal or failure to comply with the terms of this
      Agreement, or such Fund's lack of good faith, negligence or willful
      misconduct or the breach of any representation or warranty of such Fund
      hereunder. Notwithstanding the foregoing, no Fund shall be required to
      indemnify or hold ACCESS harmless from and against any Losses arising out
      of or attributable to any action or failure to take action, or any
      information, records or

                                     Page 5
<PAGE>   6


      documents prepared or maintained, on behalf of the Fund by the Fund's
      investment adviser or distributor, or any person providing fund accounting
      or legal services to the Fund that is also an officer or employee of Van
      Kampen American Capital, Inc. or its subsidiaries unless such person or
      entity is otherwise entitled to indemnification from the Fund.

     5.02 ACCESS shall indemnify and hold harmless each of the Funds from and
against any and all Losses arising out of or attributable to ACCESS' refusal or
failure to comply with the terms of this Agreement, or ACCESS' lack of good
faith, or its negligence of willful misconduct, or the breach of any
representation or warranty of ACCESS hereunder.

     5.03 At any time ACCESS may apply to any authorized officer of any of the
Funds for instructions, and may consult with any of the Funds' legal counsel,
at the expense of such concerned Fund, with respect to any matter arising in
connection with the services to be performed by ACCESS under this Agreement,
and ACCESS shall not be liable and shall be indemnified by such concerned Fund
for any action taken or omitted by it in good faith in reasonable reliance upon
such instructions or upon the opinion of such counsel.  ACCESS shall be
protected and indemnified in acting upon any paper or document reasonably
believed by ACCESS to be genuine and to have been signed by the proper person
or persons, until receipt of written notice thereof from the concerned Fund.
ACCESS shall also be protected and indemnified in recognizing stock
certificates which ACCESS reasonably believes to bear the proper manual or
facsimile signatures of the officers of the concerned Fund, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.

     5.04 In the event that any party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage, or other causes reasonably beyond its control,
such party shall not be liable to the other for any damages resulting from such
failure to perform or otherwise from such causes.

     5.05 In no event and under no circumstances shall any party to this
Agreement be liable to another party for consequential damages under any
provision of this Agreement or for any act or failure to act hereunder.

     5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which one party may be
required to indemnify another, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim.

                                     Page 6

<PAGE>   7

The party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim.  The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.

Article 6. Covenants of Each of the Funds and ACCESS.

     6.01 Each of the Funds shall promptly furnish to ACCESS the following:

           (a) Certified copies of the resolution of its Board authorizing the
      appointment of ACCESS and the execution and delivery of this Agreement.

           (b) Certified copies of its Declaration of Trust or Articles of
      Incorporation and by-laws and all amendments thereto.

     6.02 ACCESS hereby agrees to maintain facilities and procedures reasonably
acceptable to each of the Funds for safekeeping of share certificates, check
forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices.

     6.03 ACCESS shall keep records relating to the services to be performed
hereunder in the form and manner as it may deem advisable; provided, however,
that all accounts, books and other records of each of the Funds (hereinafter
referred to as "Fund Records") prepared or maintained by ACCESS hereunder shall
be maintained and kept current in compliance with Section 31 of the Investment
Company Act of 1940 and the Rules thereunder (such Section and Rules being
hereinafter referred to as the "1940 Act Requirements").  To the extent
required by the 1940 Act Requirements, ACCESS agrees that all Fund Records
prepared or maintained by ACCESS hereunder are the property of the concerned
Fund and shall be preserved and made available in accordance with the 1940 Act
Requirements, and shall be surrendered promptly to the concerned Fund on its
request.  ACCESS agrees at such reasonable times as may be requested by the
Board and at least quarterly to provide (i) written confirmation to the Board
that all Fund Records are maintained and kept current in accordance with the
1940 Act Requirements, and (ii) such other reports regarding its performance
hereunder as may be reasonably requested by the Board.

                                     Page 7
<PAGE>   8
      6.04 ACCESS and each of the Funds agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.

     6.05 In case of any requests or demands for the inspection of any of the
Fund Records, ACCESS will endeavor to notify each of the concerned Funds and to
secure instructions from an authorized officer of each of the concerned Funds
as to such inspection. ACCESS reserves the right, however, to exhibit such
Fund Records to any person whenever it is advised by its counsel that it may
be held liable for the failure to exhibit such Fund records to such person.

Article 7. Term and Termination of Agreement.

     7.01 The initial term of this Agreement shall expire May 31, 1999, and
thereafter this Agreement shall automatically be renewed for successive one
year periods to begin on June 1 of each year unless any party provides notice
to the other party at least 120 days in advance of that date that this
Agreement is not to be renewed.

     7.02 Notwithstanding the foregoing, any party may terminate this Agreement
for good and reasonable cause at any time by giving written notice to the other
party at least 60 days prior to the date on which such termination is to be
effective or such shorter period as may be required by law.

     7.03 Any unpaid fees or reimbursable expenses payable to ACCESS at the
termination date of this Agreement shall be due on that termination date.
ACCESS agrees to use its best efforts to cooperate with the Funds and the
successor transfer, dividend disbursement, or shareholder servicing agent or
agents in accomplishing an orderly transition.

Article 8. Miscellaneous.

     8.01 Except as provided in section 8.03 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by any party without the
written consent of ACCESS or the concerned Fund, as the case may be; provided,
however, that no consent shall be required for any merger of any of the Funds
with, or any sale of all or substantially all the assets of any of the Funds
to, another investment company.

     8.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.


                                     Page 8
<PAGE>   9
     8.03 ACCESS may, without further consent on the part of any of the Funds,
subcontract with DST, Inc., a Missouri corporation, or any other qualified
servicer, for the performance of data processing activities; provided, however
that ACCESS shall be as fully responsible to each of the Funds for the acts and
omissions of DST, Inc. or other qualified servicer as it is for its own acts
and omissions.

     8.04 Without the prior approval of the Boards of Trustees of the Funds,
ACCESS shall not, directly or indirectly, provide services, including services
such as transfer agent, dividend disbursing agent or shareholder service agent,
to any investment companies.

     8.05 This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof, and supersedes any prior
agreement with respect thereto, whether oral or written, and this Agreement may
not be modified except by written instrument executed by the affected parties.

     8.06 The execution of this Agreement has been authorized by the Funds'
Trustees. This Plan is executed on behalf of the Funds or the Trustees of the
Funds as Trustees and not individually and the obligations of this Agreement
are not binding upon any of the Trustees, officers or shareholders of the Funds
individually but are binding only upon the assets and property of the Funds. A
Certificate of Trust in respect of each of the Funds is on file with the
appropriate state agency.

     8.07 For each of those Funds which have one or more portfolios as set
forth in Schedule "A" hereto, all obligations of those Funds under this
Agreement shall apply only on a portfolio-by-portfolio basis and the assets of
one portfolio shall not be liable for the obligations of any other.

     8.08 In the event of a change in the business or regulatory environment
affecting all or any portion of this Agreement, the parties hereto agree to
renegotiate such affected portions in good faith.

     8.09 All questions concerning the validity, meaning and effect of this
Agreement shall be determined in accordance with the laws (without giving effect
to the conflict-of-law principles thereof) of the State of Delaware applicable
to contracts made and to be performed in that state.

     8.10 (a) Any dispute, controversy, or claim arising out of or relating to
     this Agreement, or the breach, termination or validity thereof, shall be
     finally settled by arbitration in accordance with the Expedited Procedures


                                     Page 9
<PAGE>   10
     of the commercial arbitration Rules of the American Arbitration Association
     (the "AAA") then in effect (the "Rules"). The arbitration shall be held in
     Chicago, Illinois.

     (b) There shall be one arbitrator who shall be selected jointly by the
     parties. If the parties are unable to agree on an arbitrator within 15 days
     after a demand for arbitration is made by a party, the arbitrator shall be
     appointed by the AAA in accordance with the Rules. The hearing shall be
     held within 90 days of the appointment of the arbitrator. Notwithstanding
     the Expedited procedures of the Rules, the arbitrator, at his discretion,
     may schedule additional days of hearings.

     (c) Either party may, without inconsistency with this Agreement, seek from
     a court any interim or provisional relief in aid of arbitration, pending
     the establishment of the arbitral tribunal. The parties hereby submit to
     the exclusive jurisdiction of the federal and state courts located in the
     norther district of the state of Illinois for any such relief in aid of
     arbitration, or for any relief relating to arbitration, except for the
     enforcement of an arbitral award which may be enforced in any court having
     jurisdiction.

     (d) any arbitration proceedings or award rendered hereunder and the
     validity, effect and interpretation of Section 8.10 shall be governed by
     the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) The award shall
     be final and binding upon the parties. Judgment upon any award may be
     entered in any court having jurisdiction.

     (e) This Agreement and the rights and obligations of the Parties shall
     remain in full force and effect pending the award in any arbitration
     proceeding hereunder.



                                    Page 10


<PAGE>   11
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf and through their duly authorized
officers, as of the date first above written.


                                       EACH OF THE VAN KAMPEN AMERICAN CAPITAL
                                       OPEN END FUNDS LISTED ON SCHEDULE "A"
                                       HERETO



                                       BY: /s/ Ronald A. Nyberg
                                          ------------------------------------
                                                      Vice President

ATTEST:

/s/ Nicholas Dalmaso
- ------------------------------
    Assistant Secretary


                                       ACCESS INVESTOR SERVICES, INC.


                                       BY: /s/ Paul R. Wolkenberg
                                          ------------------------------------
                                          President and Chief Executive Officer




ATTEST:

/s/ Huey P. Falgout
- ------------------------------
    Assistant Secretary




                                    Page 11
<PAGE>   12
                                  SCHEDULE "A"
                                  ------------
                           VAN KAMPEN OPEN-END FUNDS


<TABLE>
<CAPTION>


                                                                              Organization Type
                            Fund Name                       State of       [Business Trust "T"]
                     (including Portfolios)               Organization  [Limited Partnership "LP"]
==================================================================================================
<S>                                                       <C>              <C>
Van Kampen Comstock Fund                                     DE                     T
Van Kampen Corporate Bond Fund                               DE                     T
Van Kampen Emerging Growth Fund                              DE                     T
Van Kampen Enterprise Fund                                   DE                     T
Van Kampen Equity Income Fund                                DE                     T
Van Kampen Equity Trust                                      DE                     T
    Van Kampen Aggressive Growth Fund
    Van Kampen Great American Companies Fund
    Van Kampen Growth Fund
    Van Kampen Mid Cap Value Fund
    Van Kampen Prospector Fund
    Van Kampen Small Cap Value Fund
    Van Kampen Utility Fund
Van Kampen Equity Trust II                                   DE                     T
    Van Kampen Technology Fund
Van Kampen Exchange Fund                                     CA                     LP
Explorer Institutional Trust                                 MA                     T
    Limited Duration
    Active Core Fund
Van Kampen Global Managed Assets Fund                        DE                     T
Van Kampen Government Securities Fund                        DE                     T
Van Kampen Growth and Income Fund                            DE                     T
Van Kampen Harbor Fund                                       DE                     T
Van Kampen High Income Corporate Bond Fund                   DE                     T
</TABLE>



                                    PAGE 12
<PAGE>   13
<TABLE>
<CAPTION>


                            Fund Name                           State of          Organization Type
                     (including Portfolios)                  Organization     [Business Trust "T"]
==============================================================================================================
<S>                                                          <C>              <C>
Van Kampen Life Investment Trust                             DE                     T
     Asset Allocation Portfolio
     Comstock Portfolio
     Domestic Income Portfolio
     Emerging Growth Portfolio
     Enterprise Portfolio
     Global Equity Portfolio
     Government Portfolio
     Growth and Income Portfolio
     Money Market Portfolio
     Morgan Stanley Real Estate Securities Portfolio
     Strategic Stock Portfolio

Van Kampen Limited Maturity Government Fund                  DE                     T
Van Kampen Pace Fund                                         DE                     T
Van Kampen Pennsylvania Tax Free Income Fund                 PA                     T
Van Kampen Real Estate Securities Fund                       DE                     T
Van Kampen Reserve Fund                                      DE                     T
Van Kampen Tax-Exempt Trust                                  DE                     T
     Van Kampen High Yield Municipal Fund
Van Kampen Tax Free Money Fund                               DE                     T
Van Kampen Tax Free Trust                                    DE                     T
     Van Kampen California Insured Tax Free Fund
     Van Kampen Florida Insured Tax Free Fund
     Van Kampen Insured Tax Free Income Fund
     Van Kampen Intermediate Term Municipal Income Fund
     Van Kampen Municipal Income Fund
     Van Kampen New York Tax Free Income Fund
     Van Kampen Tax Free High Income Fund
Van Kampen Trust                                             DE                     T
     Van Kampen High Yield Fund
     Van Kampen Short Term Global Fund
     Van Kampen Strategic Income Fund
Van Kampen U.S. Government Trust                             DE                     T
     Van Kampen U.S. Government Fund
Van Kampen U.S. Government Trust for Income                  DE                     T
</TABLE>




                                    PAGE 13
<PAGE>   14
<TABLE>
<CAPTION>


                            Fund Name                       State of          Organization Type
                     (including Portfolios)               Organization     [Business Trust "T"]
===============================================================================================
<S>                                                         <C>            <C>
Van Kampen World Portfolio Series Trust                      DE                     T
    Van Kampen Global Government Securities Fund
</TABLE>



                                    PAGE 14

<PAGE>   1
                                                                EXHIBIT (h)(1)

                         DATA ACCESS SERVICES AGREEMENT

        This Data Access Services Agreement is a supplement to that certain
Custodian Contract dated June 21, 1995 between the undersigned each of the
Funds listed on Appendix A of the Custodian Contract (the "Customer") and State
Street Bank and Trust Company ("State Street").

                                    PREAMBLE

        WHEREAS, the Customer desires the ability to access certain
Customer-related data ("Customer Data") maintained by State Street on data
bases under the control and ownership of State Street ("Data Access Services");
and

        WHEREAS, State Street agrees to grant the Customer such access to the
Customer Data as is consistent with the policy and standards issued from time
to time by State Street.

        NOW THEREFORE, the parties agree as follows:

1.      Services

        A.  State Street maintains Customer Data within its proprietary data
base system. State Street agrees to provide the Customer with certain Data
Access Services as provided herein and in the Data Access operating procedures
as may be issued from time to time.

        B.  Customer agrees to use the Data Access Services solely for its
internal use and benefit and not for resale or other transfer or disposition
to, or use by or for the benefit of any other person or organization without
the prior written approval of State Street. Customer agrees to comply with user
identification and other password control requirements and other security
procedures as may be issued from time to time by State Street.

2.      Proprietary Information

        Customer acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to Customer by State Street as part of the Data Access
Services constitute copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to State Street.
Customer agrees to treat all Proprietary Information as proprietary to State
Street and further agrees that it shall not divulge any Proprietary Information
to any person or organization except as may be provided hereunder. Without
limiting the foregoing, Customer agrees for itself and its employees and agents:

        (1)  to access Customer Data solely from locations as may be designated
        in writing by State Street and solely in accordance with State Street's
        applicable user documentation;

        (2)  to refrain from copying or duplicating in any way the Proprietary
        Information;

        (3)  to refrain from obtaining unauthorized access to any portion of the
        Proprietary Information, and if such access is inadvertently obtained,
        to inform State Street in a timely manner of such fact and dispose of
        such information in accordance with State Street's instructions;
<PAGE>   2
        (4)  to refrain from causing or allowing third-party data acquired
        hereunder from being retransmitted to any other computer facility or
        other location, except with the prior written consent of State Street;

        (5)  that the Customer shall have access only to those authorized
        transactions agreed upon by the parties;

        (6)  to honor all reasonable written requests made by State Street to
        protect at State Street's expense the rights of State Street in
        Proprietary Information at common law, under federal copyright law and
        under other federal or state law.

        Customer's obligation to maintain the confidentiality of the
Proprietary Information shall not apply where such:

        (1)  was already in Customer's possession prior to disclosure by State
        Street, and such was received by Customer without obligation of
        confidence;

        (2)  is or becomes publicly available without breach of this Agreement;

        (3)  is rightly received by Customer from a third party, who is not a
        current or former employee, officer, director or agent of State Street,
        without obligation of confidence;

        (4)  is disclosed by Customer with the written consent of State Street;
        or

        (5)  is released in accordance with a valid order of a court or
        governmental agency.

        Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this section 2. The obligations of this section
shall survive any earlier termination of this agreement.

3.      Warranties

        If Customer notifies State Street that any of the Data Access Services
do not operate in material compliance with the most recently issued user
documentation for such services, State Street shall endeavor in a timely
manner to correct such failure. Organizations from which State Street may
obtain certain data included in the Data Access Services are solely responsible
for the contents of such data and Customer agrees to make no claim against
State Street arising out of the contents of such third-party data, including,
but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER
PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED
ON AN AS IS, AS AVAILABLE BASIS. STATE STREET EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.      Limitation of Liability

        State Street shall not be liable to the Customer for any loss or damage
claimed to have resulted from the use of the Data Access Services except for
the direct loss or damage resulting from the negligence or willful conduct of
State



                                      -2-
<PAGE>   3
Street. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES) IN ANY WAY DUE TO OR ARISING IN CONNECTION WITH CUSTOMER'S USE
OF THE DATA ACCESS SERVICES OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE
STREET'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without
limitation to claims (i) arising from the provision of the Data Access
Services, the delivery, installation, use, maintenance, or removal of State
Street provided equipment, or any failure or delay in connection with any of
the foregoing; (ii) regardless of the form of action, whether in contract, tort
(including negligence), strict liability, or otherwise; and (iii) regardless of
whether such damages are foreseeable. Further, in no event shall State Street be
liable for any claims that arise more than one (1) year prior to the
institution of suit therefor or any claim arising from causes beyond State
Street's control.

5.      Force Majeure

        State Street shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Customer as a result of
work stoppage, power or other mechanical failure, natural disaster,
governmental action, communication disruption or other impossibility of
performance.

6.      Exclusive Remedy

        In consideration of the fees charged for Data Access Services, if any,
Customer's exclusive recovery with respect to Data Access Services regardless
of the basis of the claims asserted by it against State Street shall not exceed
six (6) times the average monthly fees billed to Customer hereunder and
computed by averaging the monthly billing for each of the twelve months
preceding the month in which the damage or injury is alleged to have occurred,
but if this agreement has not been in effect for twelve months preceding such
date, then by averaging the monthly billings for each of the preceding months
that this agreement has been in effect.

7.      Indemnification

        The Customer agrees to indemnify and hold State Street free and
harmless from any expense, loss, damage or claim including reasonable
attorney's fees, (collectively "costs") suffered by State Street and caused by
or resulting from (i) the negligence or willful misconduct in the use by the
Customer, its employees or agents, of the Data Access Services or the
application software systems supporting such services, including any costs
incurred by State Street resulting from a security breach at the Customer's
location or committed by its former or present employees or agents and (ii)
claims resulting from incorrect Customer Originated Electronic Financial
Instruction.

8.      Customer Originated Electronic Financial Instruction ("COEFI")

        If the transactions available to Customer include the ability to
originate electronic instructions to State Street in order to (i) effect the
transfer or movement of cash or securities held under custody or (ii) transmit
accounting or other information (such transactions constituting a "COEFI"),
then in such event State Street shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further inquiry as
long as such instruction is

                                      -3-
<PAGE>   4

undertaken in conformity with security procedures established by State Street
from time to time.

9.      Injunctive Relief

        In the event of a breach or threatened breach by Customer of Section 1
or 2 hereof, State Street shall be entitled to obtain injunctive relief in
addition to any other remedies available at law or equity.

10.     General

        10.1    Term of Agreement.   This agreement is effective from the date
                it is accepted by State Street and shall remain in full force
                and effect until terminated as hereinafter provided. Either
                party may terminate this agreement for any reason by giving the
                other party at least thirty days prior written notice of
                termination. In addition, either party may terminate this
                agreement immediately for failure of the other party to comply
                with any material term and condition by giving the other party
                written notice of termination. This agreement shall in any
                event terminate contemporaneously with the Custodian Contract
                applicable hereto.

        10.2    Charges.    Charges, if any, for Data Access Services shall be
                as agreed upon between the parties from time to time.

        10.3    Assignment; Successors.    This Agreement shall not be assigned
                by either party without the prior written consent of the other
                party, except that either party may assign to a successor of
                all or a substantial portion of its business, or to a party
                controlling, controlled by, or under common control with such
                party.

        10.4    Survival.    All provisions regarding indemnification,
                warranty, liability and limits thereon, and confidentiality
                and/or protection of proprietary rights and trade secrets shall
                survive the termination of this agreement.

        10.5    Consent to Breach not Waiver.    No term or provision hereof
                shall be deemed waived and no breach excused, unless such
                waiver or consent shall be in writing and signed by the party
                claimed to have waived or consented. Any consent by any party
                to, or waiver of, a breach by the other, whether express or
                implied, shall not constitute a consent to, waiver of, or
                excuse for any other different or subsequent breach.

11.     Signatory

        The individual signing the agreement represents that he or she is an
authorized officer of the Customer (and, if identified below or on an attached
schedule, such investment manager or other party as may use Data Access
Services with respect to the Customer) so as to cause this agreement to be a
valid and binding obligation upon the Customer (and, if applicable, such other
parties as may be identified on the signature line below or on an attached
schedule).



                                     -4-

<PAGE>   1



                                                                 EXHIBIT (h) (2)
                            FUND ACCOUNTING AGREEMENT



         THIS AGREEMENT, dated May 31, 1997, by and between the parties set
forth in Schedule A hereto (designated collectively hereafter as the "Funds")
and VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP., a Delaware
corporation ("Advisory Corp.").


                              W I T N E S S E T H:
                              -------------------


         WHEREAS, each of the Funds is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

         WHEREAS, Advisory Corp. has the capability of providing certain
accounting services to the Funds; and

         WHEREAS, each desires to utilized Advisory Corp. in the provision of
such accounting services; and

         WHEREAS, Advisory Corp. intends to maintain its staff in order to
accommodate the provision of all such services.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants spelled out herein, it is agreed between the parties hereto as
follows:

1. Appointment of Advisory Corp.. As agent, Advisory Corp. shall provide each of
the Funds the accounting services ("Accounting Services") as set forth in
Paragraph 2 of this Agreement. Advisory Corp. accepts such appointment and
agrees to furnish the Accounting Services in return for the compensation
provided in Paragraph 3 of this Agreement.

2. Accounting Services to be Provided. Advisory Corp. will provide to each
respective Fund accounting related services in connection with the maintenance
of the financial records of such Fund, including without limitation: (i)
maintenance of the general ledger and other financial books and records; (ii)
processing of portfolio transactions; (iii) coordination of the valuation of
portfolio securities; (iv) calculation of the Fund's net asset value; (v)
coordination of financial and regulatory reporting; (vi) preparation of
financial reports for each Fund's Board of Trustees; (vii) coordination of tax
and financial compliance issues; (viii) the establishment and maintenance of
accounting policies; (ix) recommendations with respect to dividend policies; (x)
preparation of each Fund's financial reports and other accounting and tax
related notice information to shareholders; and (xi) the assimilation and
interpretation of accounting data for meaningful management review. Advisory
Corp. shall provide accurate maintenance of each Fund's financial books and
records as required by the applicable securities statutes and regulations, and
shall hire persons (collectively the "Accounting Service Group") as needed to
provide such Accounting Services.




                                       1
<PAGE>   2


3. Expenses and Reimbursements. Advisory Corp. shall be reimbursed by the Funds
for all costs and services incurred in connection with the provision of the
aforementioned Accounting Services ("Accounting Service Expenses"), including
but not limited to all salary and related benefits paid to the personnel of the
Accounting Service Group, overhead and expenses related to office space and
related equipment and out-of-pocket expenses.

         The Accounting Services Expenses will be paid by Advisory Corp. and
reimbursed by the Funds. Advisory Corp. will tender to each Fund a monthly
invoice as of the last business day of each month which shall certify the total
support service expenses expended. Except as provided herein, Advisory Corp.
will receive no other compensation in connection with Accounting Services
rendered in accordance with this Agreement.

4. Payment for Accounting Service Expenses Among the Funds. As to one quarter
(25%) of the Accounting Service Expenses incurred under the Agreement, the
expense shall be allocated between all Funds based on the number of classes of
shares of beneficial interest that each respective Fund has issued. As to the
remaining three quarters (75%) of the Accounting Service Expenses incurred under
the Agreement, the expense shall be allocated between all Funds based on their
relative net assets. For purposes of determining the percentage of expenses to
be allocated to any Fund, the liquidation preference of any preferred shares
issued by any such Fund shall not be considered a liability of such Fund for the
purposes of calculating relative net assets of such Fund.

5. Maintenance of Records. All records maintained by Advisory Corp. in
connection with the performance of its duties under this Agreement will remain
the property of each respective Fund and will be preserved by Advisory Corp. for
the periods prescribed in Section 31 of the 1940 Act and the rules thereunder or
such other applicable rules that may be adopted from time to time under the act.
In the event of termination of the Agreement, such records will be promptly
delivered to the respective Funds. Such records may be inspected by the
respective Funds at reasonable times.

6. Liability of Advisory Corp. Advisory Corp. shall not be liable to any Fund
for any action taken or thing done by it or its agents or contractors on behalf
of the fund in carrying out the terms and provisions of the Agreement if done in
good faith and without gross negligence or misconduct on the part of Advisory
Corp., its agents or contractors.

7. Indemnification By Funds. Each Fund will indemnify and hold Advisory Corp.
harmless from all lost, cost, damage and expense, including reasonable expenses
for legal counsel, incurred by Advisory Corp. resulting from: (a) any claim,
demand, action or suit in connection with Advisory Corp.'s acceptance of this
Agreement; (b) any action or omission by Advisory Corp. in the performance of
its duties hereunder; (c) Advisory Corp.'s acting upon instructions believed by
it to have been executed by a duly authorized officer of the Fund; or (d)
Advisory Corp.'s acting upon information provided by the Fund in form and under
policies agreed to by Advisory Corp. and the Fund. Advisory Corp. shall not be
entitled to such indemnification in respect of actions or omissions constituting
gross negligence or willful misconduct of Advisory Corp. or its agents or
contractors. Prior to confessing any claim against it which may be subject to
this indemnification, Advisory Corp. shall give the Fund reasonable opportunity
to defend against said claim in its own name or in the name of Advisory Corp.

8. Indemnification By Advisory Corp. Advisory Corp. will indemnify and hold
harmless each Fund from all loss, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by the Fund resulting from any claim,
demand, action or suit arising out of Advisory Corp.'s failure to comply with
the terms of this Agreement or which arises out of the gross negligence or
willful misconduct of Advisory Corp. or its agents or contractors; provided that
such negligence or misconduct is not attributable to the Funds, their agents or
contractors. Prior to confessing any claim against it which may be subject to
this indemnification, the Fund shall give Advisory Corp. reasonable opportunity
to defend against said claim in its own name or in the name of such Fund.


                                       2

<PAGE>   3

9. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

10. Dual Interests. It is understood that some person or persons may be
directors, trustees, officers or shareholders of both the Funds and Advisory
Corp. (including Advisory Corp.'s affiliates), and that the existence of any
such dual interest shall not affect the validity hereof or of any transactions
hereunder except as otherwise provided by a specific provision of applicable
law.

11. Execution, Amendment and Termination. The term of this Agreement shall begin
as of the date first above written, and unless sooner terminated as herein
provided, this Agreement shall remain in effect through May, 1998, and
thereafter from year to year, if such continuation is specifically approved at
least annually by the Board of Trustees of each Fund, including a majority of
the independent Trustees of each Fund. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto and may be
terminated after May, 1998, by at least sixty (60) days' written notice given by
one party to the others. Upon termination hereof, each Fund shall pay to
Advisory Corp. such compensation as may be due as of the date of such
termination and shall likewise reimburse Advisory Corp. for its costs, expenses
and disbursements payable under this Agreement to such date. This Agreement may
be amended in the future to include as additional parties to the Agreement other
investment companies for with Advisory Corp., any subsidiary or affiliate serves
as investment advisor or distributor if such amendment is approved by the
President of each Fund.

12. Assignment. Any interest of Advisory Corp. under this Agreement shall not be
assigned or transferred, either voluntarily or involuntarily, by operation of
law or otherwise, without the prior written consent of the Funds. This Agreement
shall automatically and immediately terminate in the event of its assignment
without the prior written consent of the Funds.

13. Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or sent by registered or certified mail, postage prepaid, to the other
party at such address as such other party may designate for the receipt of such
notices. Until further notice to the other parties, it is agreed that for this
purpose the address of each Fund is One Parkview Plaza, Oakbrook Terrace,
Illinois 60181, Attention: President and that of Advisory Corp. for this purpose
is One Parkview Plaza, Oakbrook Terrace, Illinois 60181, Attention:
President.

14. Personal Liability. As provided for in the Agreement and Declaration of
Trust of the various Funds, under which the Funds are organized as
unincorporated trusts, the shareholders, trustees, officers, employees and other
agents of the Fund shall not personally be found by or liable for the matters
set forth hereto, nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder.

15. Interpretative Provisions. In connection with the operation of this
Agreement, Advisory Corp. and the Funds may agree from time to time on such
provisions interpretative of or in addition to the provisions of this Agreement
as may in their joint opinion be consistent with the general tenor of this
Agreement.

16. State Law. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Illinois.

17. Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.


                                       3
<PAGE>   4


         IN WITNESS WHEREOF, the parties have caused this amended and restated
Agreement to be executed as of the day and year first above written.



ALL OF THE PARTIES SET FORTH IN SCHEDULE A



By: /s/ Ronald A. Nyberg
   ------------------------------------------------
         Ronald A. Nyberg, Vice President





VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.



By: /s/ Dennis J. McDonnell
   ------------------------------------------------
         Dennis J. McDonnell, President


                                       4
<PAGE>   5


                                   SCHEDULE A
                                   ----------


     I.  FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
     ("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN
     FUNDS"):

     CLOSED END FUNDS
     ----------------

     Van Kampen American Capital Municipal Income Trust Van Kampen American
     Capital California Municipal Trust Van Kampen American Capital High Income
     Trust Van Kampen American Capital High Income Trust II Van Kampen American
     Capital Investment Grade Municipal Trust Van Kampen American Capital
     Municipal Trust Van Kampen American Capital California Quality Municipal
     Trust Van Kampen American Capital Florida Quality Municipal Trust Van
     Kampen American Capital New York Quality Municipal Trust Van Kampen
     American Capital Ohio Quality Municipal Trust Van Kampen American Capital
     Pennsylvania Quality Municipal Trust Van Kampen American Capital Trust For
     Insured Municipals Van Kampen American Capital Trust For Investment Grade
     Municipals
     Van Kampen American Capital Trust For Investment Grade California
     Municipals Van Kampen American Capital Trust For Investment Grade Florida
     Municipals Van Kampen American Capital Trust For Investment Grade New
     Jersey Municipals Van Kampen American Capital Trust For Investment Grade
     New York Municipals Van Kampen American Capital Trust For Investment Grade
     Pennsylvania Municipals Van Kampen American Capital Municipal Opportunity
     Trust Van Kampen American Capital Advantage Municipal Income Trust Van
     Kampen American Capital Advantage Pennsylvania Municipal Income Trust Van
     Kampen American Capital Strategic Sector Municipal Trust Van Kampen
     American Capital Value Municipal Income Trust Van Kampen American Capital
     California Value Municipal Income Trust Van Kampen American Capital
     Massachusetts Value Municipal Income Trust Van Kampen American Capital New
     Jersey Value Municipal Income Trust Van Kampen American Capital New York
     Value Municipal Income Trust Van Kampen American Capital Ohio Value
     Municipal Income Trust Van Kampen American Capital Pennsylvania Value
     Municipal Income Trust Van Kampen American Capital Municipal Opportunity
     Trust II Van Kampen American Capital Florida Municipal Opportunity Trust
     Van Kampen American Capital Advantage Municipal Income Trust II Van Kampen
     American Capital Select Sector Municipal Trust


     INSTITUTIONAL FUNDS
     -------------------

     II.  FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL MANAGEMENT, INC.
     ("MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

     The Explorer Institutional Trust
        on behalf of its series
     Explorer Institutional Active Core Fund
     Explorer Institutional Limited Duration Fund


                                       5
<PAGE>   6


         OPEN END FUNDS
         --------------


         III. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT,
         INC. ("ASSET MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER AMERICAN
         CAPITAL FUNDS"):

         Van Kampen American Capital Comstock Fund ("Comstock Fund")
         Van Kampen American Capital Corporate Bond Fund ("Corporate Bond Fund")
         Van Kampen American Capital Emerging Growth Fund ("Emerging Growth
                    Fund")
         Van Kampen American Capital Enterprise Fund ("Enterprise Fund")
         Van Kampen American Capital Equity Income Fund ("Equity Income Fund")
         Van Kampen American Capital Global Managed Assets Fund ("Global Managed
                    Assets Funds")
         Van Kampen American Capital Government Securities Fund ("Government
                    Securities Fund")
         Van Kampen American Capital Government Target Fund ("Government Target
                    Fund")
         Van Kampen American Capital Growth and Income Fund ("Growth and Income
                    Fund")
         Van Kampen American Capital Harbor Fund ("Harbor Fund")
         Van Kampen American Capital High Income Corporate Bond Fund ("High
                    Income Corporate Bond Fund")

         Van Kampen American Capital Life Investment Trust ("Life Investment
         Trust" or "LIT") on behalf of its Series
              Enterprise Portfolio ("LIT Enterprise Portfolio")
              Domestic Income Portfolio ("LIT Domestic Income Portfolio")
              Emerging Growth Portfolio  ("LIT Emerging Growth Portfolio")
              Government Portfolio ("LIT Government Portfolio")
              Asset Allocation Portfolio ("LIT Asset Allocation
              Portfolio") Money Market Portfolio ("LIT Money Market Portfolio")
              Real Estate Securities Portfolio ("LIT Real Estate Securities
              Portfolio") Growth and Income Portfolio ("LIT Growth and Income
              Portfolio")
         Van Kampen American Capital Limited Maturity Government Fund ("Limited
                    Maturity Government Fund")
         Van Kampen American Capital Pace Fund ("Pace Fund")
         Van Kampen American Capital Real Estate Securities Fund ("Real Estate
                    Securities Fund")
         Van Kampen American Capital Reserve Fund ("Reserve Fund")
         Van Kampen American Capital Small Capitalization Fund ("Small
                    Capitalization Fund")

         Van Kampen American Capital Tax-Exempt Trust ("Tax-Exempt Trust") on
                    behalf of its Series
         Van Kampen American Capital High Yield Municipal Fund ("High Yield
                    Municipal Fund")
         Van Kampen American Capital U.S. Government Trust for Income ("U.S.
                    Government Trust for Income")


                                       6
<PAGE>   7


         IV. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY
         CORP. ("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN
         KAMPEN FUNDS"):

         Van Kampen American Capital U.S. Government Trust ("U.S. Government
             Trust") on behalf of its series
         Van Kampen American Capital U.S. Government Fund ("U.S. Government
             Fund")

         Van Kampen American Capital Tax Free Trust ("Tax Free Trust") on
             behalf of its series
         Van Kampen American Capital Insured Tax Free Income Fund ("Insured Tax
             Free Income Fund")
         Van Kampen American Capital Tax Free High Income Fund ("Tax Free High
             Income Fund")
         Van Kampen American Capital California Insured Tax Free Fund
             ("California Insured Tax Free Fund")
         Van Kampen American Capital Municipal Income Fund ("Municipal Income
             Fund")
         Van Kampen American Capital Intermediate Term Municipal Income Fund
             (Intermediate Term Municipal Income Fund")
         Van Kampen American Capital Florida Insured Tax Free Income Fund
             ("Florida Insured Tax Free Income Fund")
         Van Kampen American Capital New Jersey Tax Free Income Fund ("New
             Jersey Tax Free Income Fund")
         Van Kampen American Capital New York Tax Free Income Fund ("New York
             Tax Free Income Fund")
         Van Kampen American Capital California Tax Free Income Fund
             ("California Tax Free Income Fund")
         Van Kampen American Capital Michigan Tax Free Income Fund ("Michigan
             Tax Free Income Fund")
         Van Kampen American Capital Missouri Tax Free Income Fund ("Missouri
             Tax Free Income Fund")
         Van Kampen American Capital Ohio Tax Free Income Fund ("Ohio Tax Free
             Income Fund")

         Van Kampen American Capital Trust ("VKAC Trust")
         Van Kampen American Capital High Yield Fund ("High Yield Fund")
         Van Kampen American Capital Short-Term Global Income Fund ("Short-Term
             Global Income Fund")
         Van Kampen American Capital Strategic Income Fund ("Strategic Income
             Fund")

         Van Kampen American Capital Equity Trust ("Equity Trust")
                 on behalf of its series
         Van Kampen American Capital Utility Fund ("Utility Fund")
         Van Kampen American Capital Growth Fund ("Growth Fund")
         Van Kampen American Capital Value Fund ("Value Fund")
         Van Kampen American Capital Great American Companies Fund ("Great
             American Companies Fund")
         Van Kampen American Capital Prospector Fund ("Prospector Fund")
         Van Kampen American Capital Aggressive Growth Fund ("Aggressive Growth
             Fund")

         Van Kampen American Capital Foreign Securities Fund ("Foreign
             Securities Fund")

         Van Kampen American Capital Pennsylvania Tax Free Income Fund
             ("Pennsylvania Tax Free Income Fund")

         Van Kampen American Capital Tax Free Money Fund ("Tax Free Money
              Fund")


                                       7
<PAGE>   8



                              AMENDMENT NUMBER ONE
                              --------------------

                                     TO THE

                            FUND ACCOUNTING AGREEMENT


         THIS AMENDMENT NUMBER ONE, dated July 24, 1997, to the Fund Accounting
Agreement dated May 31, 1997 (the "Agreement") by and between the parties set
forth in Schedule A, attached hereto and incorporated by reference and VAN
KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP., a Delaware corporation
("Advisory Corp.").

                               W I T N E S S E T H
                               -------------------

         WHEREAS, the following party, being an open-end management investment
company as that term is defined in the Investment Company Act of 1940, as
amended, wishes to become party to the Agreement:


         ADVISED BY VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC. ("ASSET
         MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER AMERICAN CAPITAL FUNDS"):

         Van Kampen American Capital Life Investment Trust ("Life Investment
         Trust" or "LIT") on behalf of its Series
                   Strategic Stock Portfolio ("LIT Strategic Stock Portfolio")



         WHEREAS, the original parties desire to add the aforementioned
additional entity as party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule A of
the Agreement be amended to add the party mentioned above as party to the
Agreement.


                                       1
<PAGE>   9



         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.



ALL OF THE PARTIES SET FORTH IN SCHEDULE A



By:  /s/ Ronald A. Nyberg
   ----------------------------------------------
         Ronald A. Nyberg, Vice President




VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.



By:  /s/ Dennis J. McDonnell
   ----------------------------------------------
         Dennis J. McDonnell, President







                                       2
<PAGE>   10


                                   SCHEDULE A
                                   ----------


     I. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
     ("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN
     FUNDS"):

     CLOSED END FUNDS
     ----------------

     Van Kampen American Capital Municipal Income Trust
     Van Kampen American Capital California Municipal Trust
     Van Kampen American Capital High Income Trust
     Van Kampen American Capital High Income Trust II
     Van Kampen American Capital Investment Grade Municipal Trust
     Van Kampen American Capital Municipal Trust
     Van Kampen American Capital California Quality Municipal Trust
     Van Kampen American Capital Florida Quality Municipal Trust
     Van Kampen American Capital New York Quality Municipal Trust
     Van Kampen American Capital Ohio Quality Municipal Trust
     Van Kampen American Capital Pennsylvania Quality Municipal Trust
     Van Kampen American Capital Trust For Insured Municipals
     Van Kampen American Capital Trust For Investment Grade Municipals
     Van Kampen American Capital Trust For Investment Grade California
     Municipals
     Van Kampen American Capital Trust For Investment Grade Florida Municipals
     Van Kampen American Capital Trust For Investment Grade New Jersey
     Municipals
     Van Kampen American Capital Trust For Investment Grade New York Municipals
     Van Kampen American Capital Trust For Investment Grade Pennsylvania
     Municipals
     Van Kampen American Capital Municipal Opportunity Trust
     Van Kampen American Capital Advantage Municipal Income Trust
     Van Kampen American Capital Advantage Pennsylvania Municipal Income Trust
     Van Kampen American Capital Strategic Sector Municipal Trust
     Van Kampen American Capital Value Municipal Income Trust
     Van Kampen American Capital California Value Municipal Income Trust
     Van Kampen American Capital Massachusetts Value Municipal Income Trust
     Van Kampen American Capital New Jersey Value Municipal Income Trust
     Van Kampen American Capital New York Value Municipal Income Trust
     Van Kampen American Capital Ohio Value Municipal Income Trust
     Van Kampen American Capital Pennsylvania Value Municipal Income Trust
     Van Kampen American Capital Municipal Opportunity Trust II
     Van Kampen American Capital Florida Municipal Opportunity Trust
     Van Kampen American Capital Advantage Municipal Income Trust II
     Van Kampen American Capital Select Sector Municipal Trust


     INSTITUTIONAL FUNDS
     -------------------

     II. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL MANAGEMENT, INC.
     ("MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

     The Explorer Institutional Trust
        on behalf of its series
     Explorer Institutional Active Core Fund
     Explorer Institutional Limited Duration Fund







                                       3
<PAGE>   11


         OPEN END FUNDS
         --------------


         III. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT,
         INC. ("ASSET MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER AMERICAN
         CAPITAL FUNDS"):

         Van Kampen American Capital Comstock Fund ("Comstock Fund")
         Van Kampen American Capital Corporate Bond Fund ("Corporate Bond Fund")
         Van Kampen American Capital Emerging Growth Fund ("Emerging Growth
         Fund")
         Van Kampen American Capital Enterprise Fund ("Enterprise Fund")
         Van Kampen American Capital Equity Income Fund ("Equity Income Fund")
         Van Kampen American Capital Global Managed Assets Fund ("Global Managed
         Assets Funds")
         Van Kampen American Capital Government Securities Fund ("Government
         Securities Fund")
         Van Kampen American Capital Government Target Fund ("Government Target
         Fund")
         Van Kampen American Capital Growth and Income Fund ("Growth and Income
         Fund")
         Van Kampen American Capital Harbor Fund ("Harbor Fund") Van Kampen
         American Capital High Income Corporate Bond Fund ("High Income
         Corporate Bond Fund")

         Van Kampen American Capital Life Investment Trust ("Life Investment
         Trust" or "LIT") on behalf of its Series
              Enterprise Portfolio ("LIT Enterprise Portfolio")
              Domestic Income Portfolio ("LIT Domestic Income Portfolio")
              Emerging Growth Portfolio  ("LIT Emerging Growth Portfolio")
              Government Portfolio ("LIT Government Portfolio")
              Asset Allocation Portfolio ("LIT Asset Allocation
              Portfolio")
              Money Market Portfolio ("LIT Money Market Portfolio")
              Real Estate Securities Portfolio ("LIT Real Estate Securities
              Portfolio")
              Growth and Income Portfolio ("LIT Growth and Income Portfolio")

         Van Kampen American Capital Limited Maturity Government Fund ("Limited
                   Maturity Government Fund")
         Van Kampen American Capital Pace Fund ("Pace Fund")
         Van Kampen American Capital Real Estate Securities Fund ("Real Estate
         Securities Fund")
         Van Kampen American Capital Reserve Fund ("Reserve Fund")
         Van Kampen American Capital Small Capitalization Fund ("Small
         Capitalization Fund")

         Van Kampen American Capital Tax-Exempt Trust ("Tax-Exempt Trust") on
         behalf of its Series
           Van Kampen American Capital High Yield Municipal Fund ("High Yield
              Municipal Fund")

         Van Kampen American Capital U.S. Government Trust for Income ("U.S.
              Government Trust for Income")


                                       4
<PAGE>   12


         IV. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY
         CORP. ("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN
         KAMPEN FUNDS"):

         Van Kampen American Capital U.S. Government Trust ("U.S. Government
         Trust") on behalf of its series
         Van Kampen American Capital U.S. Government Fund ("U.S. Government
         Fund")

         Van Kampen American Capital Tax Free Trust ("Tax Free Trust") on behalf
         of its series
         Van Kampen American Capital Insured Tax Free Income Fund ("Insured Tax
         Free Income Fund")
         Van Kampen American Capital Tax Free High Income Fund ("Tax Free High
         Income Fund")
         Van Kampen American Capital California Insured Tax Free Fund
         ("California Insured Tax Free Fund")
         Van Kampen American Capital Municipal Income Fund ("Municipal Income
         Fund")
         Van Kampen American Capital Intermediate Term Municipal Income Fund
         (Intermediate Term Municipal Income Fund")
         Van Kampen American Capital Florida Insured Tax Free Income Fund
         ("Florida Insured Tax Free Income Fund")
         Van Kampen American Capital New Jersey Tax Free Income Fund ("New
         Jersey Tax Free Income Fund")
         Van Kampen American Capital New York Tax Free Income Fund ("New York
         Tax Free Income Fund")
         Van Kampen American Capital California Tax Free Income Fund
         ("California Tax Free Income Fund")
         Van Kampen American Capital Michigan Tax Free Income Fund ("Michigan
         Tax Free Income Fund")
         Van Kampen American Capital Missouri Tax Free Income Fund ("Missouri
         Tax Free Income Fund")
         Van Kampen American Capital Ohio Tax Free Income Fund ("Ohio Tax Free
         Income Fund")

         Van Kampen American Capital Trust ("VKAC Trust")
         Van Kampen American Capital High Yield Fund ("High Yield Fund")
         Van Kampen American Capital Short-Term Global Income Fund ("Short-Term
         Global Income Fund")
         Van Kampen American Capital Strategic Income Fund ("Strategic Income
         Fund")

         Van Kampen American Capital Equity Trust ("Equity Trust") on behalf of
         its series
         Van Kampen American Capital Utility Fund ("Utility Fund")
         Van Kampen American Capital Growth Fund ("Growth Fund")
         Van Kampen American Capital Value Fund ("Value Fund")
         Van Kampen American Capital Great American Companies Fund ("Great
         American Companies Fund")
         Van Kampen American Capital Prospector Fund ("Prospector Fund")
         Van Kampen American Capital Aggressive Growth Fund ("Aggressive Growth
         Fund")

         Van Kampen American Capital Foreign Securities Fund ("Foreign
         Securities Fund")

         Van Kampen American Capital Pennsylvania Tax Free Income Fund
         ("Pennsylvania Tax Free Income Fund")

         Van Kampen American Capital Tax Free Money Fund ("Tax Free Money Fund")



                                       5
<PAGE>   13




                              AMENDMENT NUMBER TWO
                              --------------------

                                     TO THE

                            FUND ACCOUNTING AGREEMENT


         THIS AMENDMENT NUMBER TWO, dated April 23, 1998, to the Fund Accounting
Agreement dated May 31, 1997 (the "Agreement") by and between the parties set
forth in Schedule A, attached hereto and incorporated by reference and VAN
KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP., a Delaware corporation
("Advisory Corp.").

                               W I T N E S S E T H
                               -------------------

         WHEREAS, the following party, being an open-end management investment
company as that term is defined in the Investment Company Act of 1940, as
amended, wishes to become party to the Agreement:


         ADVISED BY VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
         ("ASSET MANAGEMENT, INC."):

         Van Kampen American Capital Life Investment Trust ("Life Investment
         Trust" or "LIT") on behalf of its Series
                  Comstock Portfolio ("LIT Comstock Portfolio")



         WHEREAS, the original parties desire to add the aforementioned
additional entity as party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule A of
the Agreement be amended to add the party mentioned above as party to the
Agreement.




                                       1
<PAGE>   14





         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.



ALL OF THE PARTIES SET FORTH IN SCHEDULE A



By: /s/ Ronald A. Nyberg
   ----------------------------------------
         Ronald A. Nyberg, Vice President




VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.



By: /s/ Dennis J. McDonnell
   ----------------------------------------
         Dennis J. McDonnell, President




                                       2

<PAGE>   15


                                   SCHEDULE A


I. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

CLOSED END FUNDS

Van Kampen American Capital Municipal Income Trust
Van Kampen American Capital California Municipal Trust
Van Kampen American Capital High Income Trust
Van Kampen American Capital High Income Trust II
Van Kampen American Capital Investment Grade Municipal Trust
Van Kampen American Capital Municipal Trust
Van Kampen American Capital California Quality Municipal Trust
Van Kampen American Capital Florida Quality Municipal Trust
Van Kampen American Capital New York Quality Municipal Trust
Van Kampen American Capital Ohio Quality Municipal Trust
Van Kampen American Capital Pennsylvania Quality Municipal Trust
Van Kampen American Capital Trust For Insured Municipals
Van Kampen American Capital Trust For Investment Grade Municipals
Van Kampen American Capital Trust For Investment Grade California Municipals
Van Kampen American Capital Trust For Investment Grade Florida Municipals
Van Kampen American Capital Trust For Investment Grade New Jersey Municipals
Van Kampen American Capital Trust For Investment Grade New York Municipals
Van Kampen American Capital Trust For Investment Grade Pennsylvania Municipals
Van Kampen American Capital Municipal Opportunity Trust
Van Kampen American Capital Advantage Municipal Income Trust
Van Kampen American Capital Advantage Pennsylvania Municipal Income Trust
Van Kampen American Capital Strategic Sector Municipal Trust
Van Kampen American Capital Value Municipal Income Trust
Van Kampen American Capital California Value Municipal Income Trust
Van Kampen American Capital Massachusetts Value Municipal Income Trust
Van Kampen American Capital New Jersey Value Municipal Income Trust
Van Kampen American Capital New York Value Municipal Income Trust
Van Kampen American Capital Ohio Value Municipal Income Trust
Van Kampen American Capital Pennsylvania Value Municipal Income Trust
Van Kampen American Capital Municipal Opportunity Trust II
Van Kampen American Capital Florida Municipal Opportunity Trust
Van Kampen American Capital Advantage Municipal Income Trust II
Van Kampen American Capital Select Sector Municipal Trust

INSTITUTIONAL FUNDS

II. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL MANAGEMENT, INC. ("MANAGEMENT,
INC.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

The Explorer Institutional Trust
  on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund





<PAGE>   16
       OPEN END FUNDS


       III. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT,
       INC. ("ASSET MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER AMERICAN
       CAPITAL FUNDS"):

       Van Kampen American Capital Comstock Fund ("Comstock Fund")
       Van Kampen American Capital Corporate Bond Fund ("Corporate Bond Fund")
       Van Kampen American Capital Emerging Growth Fund ("Emerging Growth Fund")
       Van Kampen American Capital Enterprise Fund ("Enterprise Fund")
       Van Kampen American Capital Equity Income Fund ("Equity Income Fund")
       Van Kampen American Capital Global Managed Assets Fund ("Global Managed
       Assets Funds")
       Van Kampen American Capital Government Securities Fund ("Government
       Securities Fund")
       Van Kampen American Capital Government Target Fund ("Government Target
       Fund")
       Van Kampen American Capital Growth and Income Fund ("Growth and Income
       Fund")
       Van Kampen American Capital Harbor Fund ("Harbor Fund")
       Van Kampen American Capital High Income Corporate Bond Fund ("High Income
       Corporate Bond Fund")

       Van Kampen American Capital Life Investment Trust ("Life Investment
       Trust" or "LIT") on behalf of its Series
             Enterprise Portfolio ("LIT Enterprise Portfolio")
             Domestic Income Portfolio ("LIT Domestic Income Portfolio")
             Emerging Growth Portfolio  ("LIT Emerging Growth Portfolio")
             Government Portfolio ("LIT Government Portfolio")
             Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
             Money Market Portfolio ("LIT Money Market Portfolio")
             Morgan Stanley Real Estate Securities Portfolio ("LIT Morgan
             Stanley Real Estate Securities Portfolio")
             Growth and Income Portfolio ("LIT Growth and Income Portfolio")
             Strategic Stock Portfolio ("LIT Strategic Stock Portfolio")

       Van Kampen American Capital Limited Maturity Government Fund ("Limited
             Maturity Government Fund")
       Van Kampen American Capital Pace Fund ("Pace Fund")
       Van Kampen American Capital Real Estate Securities Fund ("Real Estate
             Securities Fund")
       Van Kampen American Capital Reserve Fund ("Reserve Fund")
       Van Kampen American Capital Small Capitalization Fund ("Small
             Capitalization Fund")
       Van Kampen American Capital Tax-Exempt Trust ("Tax-Exempt Trust")
             on behalf of its Series
       Van Kampen American Capital High Yield Municipal Fund ("High Yield
             Municipal Fund")

       Van Kampen American Capital U.S. Government Trust for Income ("U.S.
             Government Trust for Income")


                                       4
<PAGE>   17



IV. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

Van Kampen American Capital U.S. Government Trust ("U.S. Government Trust")
     on behalf of its series
Van Kampen American Capital U.S. Government Fund ("U.S. Government Fund")

Van Kampen American Capital Tax Free Trust ("Tax Free Trust")
     on behalf of its series
Van Kampen American Capital Insured Tax Free Income Fund ("Insured Tax Free
     Income Fund")
Van Kampen American Capital Tax Free High Income Fund ("Tax Free High Income
     Fund")
Van Kampen American Capital California Insured Tax Free Fund ("California
     Insured Tax Free Fund")
Van Kampen American Capital Municipal Income Fund ("Municipal Income Fund")
Van Kampen American Capital Intermediate Term Municipal Income Fund
     (Intermediate TermMunicipal Income Fund")
Van Kampen American Capital Florida Insured Tax Free Income Fund ("Florida
     Insured Tax Free Income Fund")
Van Kampen American Capital New Jersey Tax Free Income Fund ("New Jersey Tax
     Free Income Fund")
Van Kampen American Capital New York Tax Free Income Fund ("New York Tax Free
     Income Fund")
Van Kampen American Capital California Tax Free Income Fund ("California Tax
     Free Income Fund")
Van Kampen American Capital Michigan Tax Free Income Fund ("Michigan Tax Free
     Income Fund")
Van Kampen American Capital Missouri Tax Free Income Fund ("Missouri Tax Free
     Income Fund")
Van Kampen American Capital Ohio Tax Free Income Fund ("Ohio Tax Free Income
     Fund")

Van Kampen American Capital Trust ("VKAC Trust")
Van Kampen American Capital High Yield Fund ("High Yield Fund")
Van Kampen American Capital Short-Term Global Income Fund ("Short-Term Global
     Income Fund")
Van Kampen American Capital Strategic Income Fund ("Strategic Income Fund")

Van Kampen American Capital Equity Trust ("Equity Trust") on behalf of its
     series
Van Kampen American Capital Utility Fund ("Utility Fund")
Van Kampen American Capital Growth Fund ("Growth Fund")
Van Kampen American Capital Value Fund ("Value Fund")
Van Kampen American Capital Great American Companies Fund ("Great American
     Companies Fund")
Van Kampen American Capital Prospector Fund ("Prospector Fund")
Van Kampen American Capital Aggressive Growth Fund ("Aggressive Growth Fund")

Van Kampen American Capital Foreign Securities Fund ("Foreign Securities Fund")

Van Kampen American Capital Pennsylvania Tax Free Income Fund ("Pennsylvania Tax
     Free Income Fund")

Van Kampen American Capital Tax Free Money Fund ("Tax Free Money Fund")




                                       5
<PAGE>   18




                             AMENDMENT NUMBER THREE
                             ----------------------

                                     TO THE

                            FUND ACCOUNTING AGREEMENT


         THIS AMENDMENT NUMBER THREE, dated February 4, 1999, to the Fund
Accounting Agreement dated May 31, 1997 (the "Agreement") by and between the
parties set forth in Schedule A, attached hereto and incorporated by reference
and Van Kampen Investment Advisory Corp., a Delaware corporation ("Advisory
Corp.").

                               W I T N E S S E T H
                               -------------------

         WHEREAS, the following parties, each being an open-end management
investment company as that term is defined in the Investment Company Act of
1940, as amended, wishes to become party to the Agreement:


         ADVISED BY VAN KAMPEN INVESTMENT ADVISORY CORP.
         ("ADVISORY CORP."):

         Van Kampen Equity Trust
         on behalf of its Series
                  Van Kampen Small Cap Value Fund ("Small Cap Value Fund")

         Van Kampen Trust
         on behalf of its Series
                  Van Kampen Managed Short Term Income Fund ("Managed Short Term
Income Fund")


         WHEREAS, the original parties desire to add the aforementioned
additional entities as parties to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule A of
the Agreement be amended to add the parties mentioned above as parties to the
Agreement.


                                       1
<PAGE>   19






         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.



ALL OF THE PARTIES SET FORTH IN SCHEDULE A



By: /s/ Dennis J. McDonnell
   ----------------------------------------
         Dennis J. McDonnell, President




VAN KAMPEN INVESTMENT ADVISORY CORP.



By: /s/ Dennis J. McDonnell
   ----------------------------------------
         Dennis J. McDonnell, President




                                       2
<PAGE>   20


                                   SCHEDULE A
                                   ----------


     I. FUNDS ADVISED BY VAN KAMPEN INVESTMENT ADVISORY CORP. ("INVESTMENT
     ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

     CLOSED END FUNDS
     ----------------

     Van Kampen Municipal Income Trust
     Van Kampen California Municipal Trust
     Van Kampen High Income Trust
     Van Kampen High Income Trust II
     Van Kampen Investment Grade Municipal Trust
     Van Kampen Municipal Trust
     Van Kampen California Quality Municipal Trust
     Van Kampen Florida Quality Municipal Trust
     Van Kampen New York Quality Municipal Trust
     Van Kampen Ohio Quality Municipal Trust
     Van Kampen Pennsylvania Quality Municipal Trust
     Van Kampen Trust For Insured Municipals
     Van Kampen Trust For Investment Grade Municipals
     Van Kampen Trust For Investment Grade California Municipals
     Van Kampen Trust For Investment Grade Florida Municipals
     Van Kampen Trust For Investment Grade New Jersey Municipals
     Van Kampen Trust For Investment Grade New York Municipals
     Van Kampen Trust For Investment Grade Pennsylvania Municipals
     Van Kampen Municipal Opportunity Trust
     Van Kampen Advantage Municipal Income Trust
     Van Kampen Advantage Pennsylvania Municipal Income Trust
     Van Kampen Strategic Sector Municipal Trust
     Van Kampen Value Municipal Income Trust
     Van Kampen California Value Municipal Income Trust
     Van Kampen Massachusetts Value Municipal Income Trust
     Van Kampen New Jersey Value Municipal Income Trust
     Van Kampen New York Value Municipal Income Trust
     Van Kampen Ohio Value Municipal Income Trust
     Van Kampen Pennsylvania Value Municipal Income Trust
     Van Kampen Municipal Opportunity Trust II
     Van Kampen Florida Municipal Opportunity Trust
     Van Kampen Advantage Municipal Income Trust II
     Van Kampen Select Sector Municipal Trust

     INSTITUTIONAL FUNDS
     -------------------

     II. FUNDS ADVISED BY VAN KAMPEN MANAGEMENT INC. ("MANAGEMENT INC.")
     (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

     The Explorer Institutional Trust
        on behalf of its series
     Explorer Institutional Active Core Fund
     Explorer Institutional Limited Duration Fund


                                       3
<PAGE>   21



         OPEN END FUNDS


         III. FUNDS ADVISED BY VAN KAMPEN ASSET MANAGEMENT INC.
         ("ASSET MANAGEMENT INC.") (COLLECTIVELY, THE "FORMER AMERICAN CAPITAL
         FUNDS"):

         Van Kampen Comstock Fund ("Comstock Fund")
         Van Kampen Corporate Bond Fund ("Corporate Bond Fund")
         Van Kampen Emerging Growth Fund ("Emerging Growth Fund")
         Van Kampen Enterprise Fund ("Enterprise Fund")
         Van Kampen Equity Income Fund ("Equity Income Fund")
         Van Kampen Global Managed Assets Fund ("Global Managed Assets Funds")
         Van Kampen Government Securities Fund ("Government Securities Fund")
         Van Kampen Government Target Fund ("Government Target Fund")
         Van Kampen Growth and Income Fund ("Growth and Income Fund")
         Van Kampen Harbor Fund ("Harbor Fund")
         Van Kampen High Income Corporate Bond Fund ("High Income Corporate Bond
         Fund")

         Van Kampen Life Investment Trust ("Life Investment Trust" or "LIT")
         on behalf of its Series
             Enterprise Portfolio ("LIT Enterprise Portfolio")
             Domestic Income Portfolio ("LIT Domestic Income Portfolio")
             Emerging Growth Portfolio  ("LIT Emerging Growth Portfolio")
             Government Portfolio ("LIT Government Portfolio")
             Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
             Money Market Portfolio ("LIT Money Market Portfolio")
             Morgan Stanley Real Estate Securities Portfolio ("LIT Morgan
             Stanley Real Estate Securities Portfolio")
             Growth and Income Portfolio ("LIT Growth and Income Portfolio")
             Strategic Stock Portfolio ("LIT Strategic Stock Portfolio")
             Comstock Portfolio ("LIT Comstock Portfolio")

         Van Kampen Limited Maturity Government Fund ("Limited Maturity
         Government Fund")
         Van Kampen Pace Fund ("Pace Fund")
         Van Kampen Real Estate Securities Fund ("Real Estate Securities Fund")
         Van Kampen Reserve Fund ("Reserve Fund")
         Van Kampen Small Capitalization Fund ("Small Capitalization Fund")

         Van Kampen Tax-Exempt Trust ("Tax-Exempt Trust")
         on behalf of its Series
              Van Kampen High Yield Municipal Fund ("High Yield Municipal Fund")

         Van Kampen U.S. Government Trust for Income ("U.S. Government Trust for
              Income")




                                       4


<PAGE>   22



     IV. FUNDS ADVISED BY VAN KAMPEN INVESTMENT ADVISORY CORP.
     ("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN
     FUNDS"):

     Van Kampen U.S. Government Trust ("U.S. Government Trust")
          on behalf of its series
     Van Kampen U.S. Government Fund ("U.S. Government Fund")

     Van Kampen Tax Free Trust ("Tax Free Trust")
          on behalf of its series
     Van Kampen Insured Tax Free Income Fund ("Insured Tax Free Income Fund")
     Van Kampen Tax Free High Income Fund ("Tax Free High Income Fund")
     Van Kampen California Insured Tax Free Fund ("California Insured Tax
     Free Fund")
     Van Kampen Municipal Income Fund ("Municipal Income Fund")
     Van Kampen Intermediate Term Municipal Income Fund (Intermediate Term
     Municipal Income Fund")
     Van Kampen Florida Insured Tax Free Income Fund ("Florida Insured Tax
     Free Income Fund")
     Van Kampen New York Tax Free Income Fund ("New York Tax Free
     Income Fund")
     Van Kampen California Tax Free Income Fund ("California Tax Free Income
     Fund")
     Van Kampen Michigan Tax Free Income Fund ("Michigan Tax Free Income Fund")
     Van Kampen Missouri Tax Free Income Fund ("Missouri Tax Free Income Fund")
     Van Kampen Ohio Tax Free Income Fund ("Ohio Tax Free Income Fund")

     Van Kampen Trust ("VK Trust")
         on behalf of its series
     Van Kampen High Yield Fund ("High Yield Fund")
     Van Kampen Short-Term Global Income Fund ("Short-Term Global Income Fund")
     Van Kampen Strategic Income Fund ("Strategic Income Fund")
     Van Kampen Managed Short Term Income Fun d ("Managed Short Term Income
     Fund")

     Van Kampen Equity Trust ("Equity Trust")
         on behalf of its series
     Van Kampen Utility Fund ("Utility Fund")
     Van Kampen Growth Fund ("Growth Fund")
     Van Kampen Mid Cap Value Fund ("Mid Cap Value Fund")
     Van Kampen Great American Companies Fund ("Great American Companies Fund")
     Van Kampen Prospector Fund ("Prospector Fund")
     Van Kampen Aggressive Growth Fund ("Aggressive Growth Fund")
     Van Kampen Small Cap Value Fund ("Small Cap Value Fund")

     Van Kampen Pennsylvania Tax Free Income Fund ("Pennsylvania Tax Free
     Income Fund")

     Van Kampen Tax Free Money Fund ("Tax Free Money Fund")




                                       5
<PAGE>   23



                             AMENDMENT NUMBER FOUR

                                     TO THE

                            FUND ACCOUNTING AGREEMENT



         THIS AMENDMENT NUMBER FOUR, dated May 26, 1999, to the Fund Accounting
Agreement dated May 31, 1997 (the "Agreement") by and between the parties set
forth in Schedule A, attached hereto and incorporated by reference and Van
Kampen Investment Advisory Corp., a Delaware corporation ("Advisory Corp.").


                               W I T N E S S E T H


         WHEREAS, the following party, being an open-end management investment
company as that term is defined in the Investment Company Act of 1940, as
amended, wishes to become a party to the Agreement:



         Van Kampen Equity Trust II ("Equity Trust II")
         on behalf of its Series
                  Van Kampen Technology Fund ("Technology Fund")

         WHEREAS, the original parties desire to add the aforementioned
additional entity as party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule A of
the Agreement be amended to add the parties mentioned above as party to the
Agreement.




                                       1
<PAGE>   24

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.



ALL OF THE PARTIES SET FORTH IN SCHEDULE A




By:  /s/ John L. Sullivan
   ----------------------------------------------
         John L. Sullivan
         Treasurer, Vice President
         and Chief Financial Officer





VAN KAMPEN INVESTMENT ADVISORY CORP.




By:  /s/ Dennis J. McDonnell
   ----------------------------------------------
         Dennis J. McDonnell
         President



                                       2
<PAGE>   25


                                   SCHEDULE A


     I. FUNDS ADVISED BY VAN KAMPEN INVESTMENT ADVISORY CORP. ("INVESTMENT
     ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

     CLOSED END FUNDS

     Van Kampen Municipal Income Trust
     Van Kampen California Municipal Trust
     Van Kampen High Income Trust
     Van Kampen High Income Trust II
     Van Kampen Investment Grade Municipal Trust
     Van Kampen Municipal Trust
     Van Kampen California Quality Municipal Trust
     Van Kampen Florida Quality Municipal Trust
     Van Kampen New York Quality Municipal Trust
     Van Kampen Ohio Quality Municipal Trust
     Van Kampen Pennsylvania Quality Municipal Trust
     Van Kampen Trust For Insured Municipals
     Van Kampen Trust For Investment Grade Municipals
     Van Kampen Trust For Investment Grade California Municipals
     Van Kampen Trust For Investment Grade Florida Municipals
     Van Kampen Trust For Investment Grade New Jersey Municipals
     Van Kampen Trust For Investment Grade New York Municipals
     Van Kampen Trust For Investment Grade Pennsylvania Municipals
     Van Kampen Municipal Opportunity Trust
     Van Kampen Advantage Municipal Income Trust
     Van Kampen Advantage Pennsylvania Municipal Income Trust
     Van Kampen Strategic Sector Municipal Trust
     Van Kampen Value Municipal Income Trust
     Van Kampen California Value Municipal Income Trust
     Van Kampen Massachusetts Value Municipal Income Trust
     Van Kampen New Jersey Value Municipal Income Trust
     Van Kampen New York Value Municipal Income Trust
     Van Kampen Ohio Value Municipal Income Trust
     Van Kampen Pennsylvania Value Municipal Income Trust
     Van Kampen Municipal Opportunity Trust II
     Van Kampen Florida Municipal Opportunity Trust
     Van Kampen Advantage Municipal Income Trust II
     Van Kampen Select Sector Municipal Trust

     INSTITUTIONAL FUNDS

     II. FUNDS ADVISED BY VAN KAMPEN MANAGEMENT INC. ("MANAGEMENT INC.")
     (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

     The Explorer Institutional Trust
        on behalf of its series
     Explorer Institutional Active Core Fund
     Explorer Institutional Limited Duration Fund


                                       3
<PAGE>   26


         OPEN END FUNDS


         III. FUNDS ADVISED BY VAN KAMPEN ASSET MANAGEMENT INC. ("ASSET
         MANAGEMENT INC.") (COLLECTIVELY, THE "FORMER AMERICAN CAPITAL FUNDS"):

         Van Kampen Comstock Fund ("Comstock Fund")
         Van Kampen Corporate Bond Fund ("Corporate Bond Fund")
         Van Kampen Emerging Growth Fund ("Emerging Growth Fund")
         Van Kampen Enterprise Fund ("Enterprise Fund")
         Van Kampen Equity Income Fund ("Equity Income Fund")
         Van Kampen Global Managed Assets Fund ("Global Managed Assets Funds")
         Van Kampen Government Securities Fund ("Government Securities Fund")
         Van Kampen Government Target Fund ("Government Target Fund")
         Van Kampen Growth and Income Fund ("Growth and Income Fund")
         Van Kampen Harbor Fund ("Harbor Fund")
         Van Kampen High Income Corporate Bond Fund ("High Income Corporate Bond
         Fund")

         Van Kampen Life Investment Trust ("Life Investment Trust" or "LIT") on
         behalf of its Series
              Enterprise Portfolio ("LIT Enterprise Portfolio")
              Domestic Income Portfolio ("LIT Domestic Income Portfolio")
              Emerging Growth Portfolio  ("LIT Emerging Growth Portfolio")
              Government Portfolio ("LIT Government Portfolio")
              Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
              Money Market Portfolio ("LIT Money Market Portfolio")
              Morgan Stanley Real Estate Securities Portfolio ("LIT Morgan
              Stanley Real Estate Securities Portfolio")
              Growth and Income Portfolio ("LIT Growth and Income Portfolio")
              Strategic Stock Portfolio ("LIT Strategic Stock Portfolio")
              Comstock Portfolio ("LIT Comstock Portfolio")

         Van Kampen Limited Maturity Government Fund ("Limited Maturity
         Government Fund")
         Van Kampen Pace Fund ("Pace Fund")
         Van Kampen Real Estate Securities Fund ("Real Estate Securities Fund")
         Van Kampen Reserve Fund ("Reserve Fund")
         Van Kampen Small Capitalization Fund ("Small Capitalization Fund")

         Van Kampen Tax-Exempt Trust ("Tax-Exempt Trust") on behalf of its
         Series
              Van Kampen High Yield Municipal Fund ("High Yield Municipal Fund")

         Van Kampen Equity Trust II ("Equity Trust II") on behalf of its Series
              Van Kampen Technology Fund

         Van Kampen U.S. Government Trust for Income ("U.S. Government Trust for
         Income")


                                       4

<PAGE>   27


         IV. FUNDS ADVISED BY VAN KAMPEN INVESTMENT ADVISORY CORP. ("INVESTMENT
         ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

         Van Kampen U.S. Government Trust ("U.S. Government Trust")
              on behalf of its series
         Van Kampen U.S. Government Fund ("U.S. Government Fund")
         Van Kampen Tax Free Trust ("Tax Free Trust")
              on behalf of its series
         Van Kampen Insured Tax Free Income Fund ("Insured Tax Free Income
         Fund")
         Van Kampen Tax Free High Income Fund ("Tax Free High Income Fund")
         Van Kampen California Insured Tax Free Fund ("California Insured Tax
         Free Fund")
         Van Kampen Municipal Income Fund ("Municipal Income Fund")
         Van Kampen Intermediate Term Municipal Income Fund (Intermediate Term
         Municipal Income Fund")
         Van Kampen Florida Insured Tax Free Income Fund ("Florida Insured Tax
         Free Income Fund")
         Van Kampen New York Tax Free Income Fund ("New York Tax Free Income
         Fund")
         Van Kampen California Tax Free Income Fund ("California Tax Free Income
         Fund")
         Van Kampen Michigan Tax Free Income Fund ("Michigan Tax Free Income
         Fund")
         Van Kampen Missouri Tax Free Income Fund ("Missouri Tax Free Income
         Fund")
         Van Kampen Ohio Tax Free Income Fund ("Ohio Tax Free Income Fund")

         Van Kampen Trust ("VK Trust")
             on behalf of its series
         Van Kampen High Yield Fund ("High Yield Fund")
         Van Kampen Short-Term Global Income Fund ("Short-Term Global Income
         Fund")
         Van Kampen Strategic Income Fund ("Strategic Income Fund")
         Van Kampen Managed Short Term Income Fun d ("Managed Short Term Income
         Fund")

         Van Kampen Equity Trust ("Equity Trust")
             on behalf of its series
         Van Kampen Utility Fund ("Utility Fund")
         Van Kampen Growth Fund ("Growth Fund")
         Van Kampen Mid Cap Value Fund ("Mid Cap Value Fund")
         Van Kampen Great American Companies Fund ("Great American Companies
         Fund")
         Van Kampen Prospector Fund ("Prospector Fund") Van Kampen Aggressive
         Growth Fund ("Aggressive Growth Fund")
         Van Kampen Small Cap Value Fund ("Small Cap Value Fund")

         Van Kampen Pennsylvania Tax Free Income Fund ("Pennsylvania Tax Free
         Income Fund")

         Van Kampen Tax Free Money Fund ("Tax Free Money Fund")


                                       5

<PAGE>   1

                                                               EXHIBIT (h)(3)

                              AMENDED AND RESTATED
                            LEGAL SERVICES AGREEMENT

     THIS AGREEMENT, dated as of May 31, 1997, by and between the parties as
set forth in Schedule 1, attached hereto and incorporated by reference
(designated collectively hereafter as the "Funds"), and VAN KAMPEN AMERICAN
CAPITAL, INC., a Delaware corporation ("Van Kampen").

                             W I T N E S S E T H :

     WHEREAS, each of the Funds is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

     WHEREAS, Van Kampen has the capability of providing certain legal services
to the Funds; and

     WHEREAS, each Fund desires to utilize Van Kampen in the provision of such
legal services; and

     WHEREAS, Van Kampen intends to increase its staff in order to accommodate
the provision of all such services.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
spelled out herein, it is agreed between the parties hereto as follows:

1.   Appointment of Van Kampen. As agent, Van Kampen shall provide each of the
Funds the legal services (the "Legal Services") as set forth in Paragraph 2 of
this Agreement. Van Kampen accepts such appointments and agrees to furnish the
Legal Services in return for the compensation provided in Paragraph 3 of this
Agreement.

2.   Legal Services to be Provided. Van Kampen will provide to the Funds the
following legal services, including without limitation: accurate maintenance of
the Funds' Corporate Minute books and records, preparation and oversight of
each Fund's regulatory reports and other information provided to shareholders
as well as responding to day-to-day legal issues on behalf of the Funds. Van
Kampen shall hire persons (collectively the "Legal Services Group") as needed
to provide such Legal Services and in such numbers as may be agreed from time
to time.

3.   Expenses and Reimbursement. The Legal Services expenses (the "Legal
Services Expenses") for which Van Kampen may be reimbursed are salary and
salary related benefits, including but not limited to bonuses, group insurance
and other regular

<PAGE>   2

wages paid to the personnel of the Legal Services Group, as well as overhead
and expenses related to office space and necessary equipment. The Legal
Services Expenses will be paid by Van Kampen and reimbursed by the Funds. Van
Kampen will tender to each Fund a monthly invoice as of the last business day
of each month which shall certify the total Legal Service Expenses expended.
Except as provided herein, Van Kampen will receive no other compensation in
connection with Legal Services rendered in accordance with this Agreement, and
Van Kampen will be responsible for all other expenses relating to the providing
of Legal Services.

4.   Payment for Legal Services Expense Among the Funds. One half (50%) of the
Legal Services Expenses incurred under the Agreement shall be attributable
equally to each respective Fund and all other funds to whom Van Kampen provides
Legal Services, including all other Funds for which Van Kampen serves as
investment adviser and distributor and the Govett Funds (the "Non-Participating
Funds"). Van Kampen shall assume the costs of Legal Services for the
Non-Participating Funds for which reimbursement is not received. The remaining
one half (50%) of the Legal Services Expenses shall be in allocated (a) in the
event services are attributable to specific funds (including the
Non-Participating Funds) based on such specific time allocations; and (b) in the
event services are attributable only to types of funds (i.e. closed-end and
open-end funds), the relative amount of time spent on each type of fund and
then further allocated between funds of that type on the basis of relative net
assets at the end of the period.

5.   Maintenance of Records. All records maintained by Van Kampen in connection
with the performance of its duties under this Agreement will remain the
property of each respective Fund and will be preserved by Van Kampen for the
periods prescribed in Section 31 of the 1940 Act and the rules thereunder or
such other applicable rules that may be adopted from time to time under the
Act. In the event of termination of the Agreement, such records will be
promptly delivered to the respective Funds. Such records may be inspected by
the respective Funds at reasonable times.

6.   Liability of Van Kampen. Van Kampen shall not be liable to any Fund for
any action taken or thing done by it or its agents or contractors on behalf of
the Fund in carrying out the terms and provisions of the Agreement if done in
good faith and without negligence or misconduct on the part of Van Kampen, its
agents or contractors.

7.   Indemnification By Funds. Each Fund will indemnify and hold Van Kampen
harmless from all loss, cost, damage and expense, including reasonable expenses
for legal counsel, incurred by Van Kampen resulting from (a) any claim, demand,
action or suit in connection with Van Kampen's acceptance of this Agreement;
(b) an action or omission by Van Kampen in the performance of its duties
hereunder; (c) Van Kampen's acting upon instructions believed by it to have
been executed by a duly authorized officer of the Fund; or (d) Van Kampen's
acting upon information provided by the Fund in form and under policies agreed
to by Van Kampen and the Fund. Van Kampen shall not be entitled to such
indemnification in respect of action or
<PAGE>   3

omissions constituting negligence or willful misconduct of Van Kampen or its
agents or contractors. Prior to admitting any claim against it which may be
subject to this indemnification, Van Kampen shall give the Fund reasonable
opportunity to defend against said claim on its own name or in the name of Van
Kampen.

8.   Indemnification By Van Kampen. Van Kampen will indemnify and hold harmless
each Fund from all loss, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by the Fund resulting from any claim,
demand, action or suit arising out of Van Kampen's failure to comply with the
terms of this Agreement or which arises out of the negligence or willful
misconduct of Van Kampen or its agents or contractors; provided, that such
negligence or misconduct is not attributable to the Funds, their agents or
contractors. Prior to admitting any claim against it which may be subject to
this indemnification, the Fund shall give Van Kampen reasonable opportunity to
defend against said claim in its own name or in the name of such Fund.

9.   Further Assurances. Each party agrees to perform such further acts and
execute such further documents as necessary to effectuate the purposes hereof.

10.  Dual Interests. It is understood that some person or persons may be
directors, trustees, officers, or shareholders of both the Funds and Van Kampen
(including Van Kampen's affiliates), and that the existence of any such dual
interest shall not affect the validity hereof or of any transactions hereunder
except as otherwise provided by a specific provision of applicable law.

11.  Execution, Amendment and Termination. The term of this Agreement shall
begin as of the date first above written, and unless sooner terminated as
herein provided, this Agreement shall remain in effect through May 31, 1997,
and thereafter from year to year if such continuation is specifically approved
at least annually by the Board of Trustees of each Fund, including a majority
of the independent Trustees of each Fund. The Agreement may be modified or
amended from time to time by mutual agreement between the and shall likewise
reimburse Van Kampen for its costs, expenses and disbursements payable under
this Agreement to such date. This Agreement may be amended in the future to
include as additional parties to the Agreement other investment companies for
which Van Kampen, any subsidiary or affiliate serves as investment advisor or
distributor.

12.  Assignment. Any interest of Van Kampen under this Agreement shall not be
assigned or transferred, either voluntarily or involuntarily, by operation of
law or otherwise, without the prior written consent of the Fund. This Agreement
shall automatically and immediately terminate in the event of its assignment
without the prior written consent of the Fund.

13.  Notice. Any notice under this agreement shall be in writing, addressed and
delivered or sent by registered or certified mail, postage prepaid, to the
other party at such address as such other party may designate for the receipt
of such notices. Until
<PAGE>   4

further notice to the other parties, it is agreed that for this purpose the
address of each Fund is One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
Attention: President and the address of Van Kampen, for this purpose is One
Parkview Plaza, Oakbrook Terrace, Illinois 60181, Attention: General Counsel.

14.  Personal Liability. As provided for in the Declaration of Trust of the
various Funds, under which the Funds are organized as unincorporated trusts
under the laws of the State of Delaware or Pennsylvania, as the case may be,
the shareholders, trustees, officers, employees and other agents of the Fund
shall not personally be bound by or liable for the matters set forth hereunder,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim hereunder.

15.  Interpretative Provisions. In connection with the operations of this
agreement, Van Kampen and the Funds may agree from time to time on such
provisions interpretative of or in addition to the provisions of this Agreement
as may in their opinion be consistent with the general tenor of this Agreement.

16.  State Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Illinois.

17.  Captions. The captions in the Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction effect.
<PAGE>   5


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.


ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO


By: /s/ Ronald A. Nyberg
    ---------------------------------
         Ronald A. Nyberg
         Vice President & Secretary

VAN KAMPEN AMERICAN CAPITAL, INC.

By: /s/ Dennis J. McDonnell
    ---------------------------------
         Dennis J. McDonnell
         Executive Vice President
<PAGE>   6


                                   SCHEDULE 1

1.   VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
     series, Van Kampen American Capital U.S. Government Fund

2.   VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
     Van Kampen American Capital Insured Tax Free Income Fund, Van Kampen
     American Capital Tax Free High Income Fund, Van Kampen American
     Capital California Insured Tax Free Fund, Van Kampen American Capital
     Municipal Income Fund, Van Kampen American Capital Intermediate Term
     Municipal Income Fund, Van Kampen American Capital New York Tax Free
     Income Fund, Van Kampen American Capital New Jersey Tax Free Income
     Fund, Van Kampen American Capital Florida Insured Tax Free Income
     Fund, Van Kampen American Capital California Tax Free Income Fund, Van
     Kampen American Capital Michigan Tax Free Income Fund, Van Kampen
     American Capital Missouri Tax Free Income Fund and Van Kampen American
     Capital Ohio Tax Free Income Fund

3.   VAN KAMPEN AMERICAN CAPITAL TRUST, on behalf of its series, Van Kampen
     American Capital High Yield Fund, Van Kampen American Capital
     Short-Term Global Income Fund and Van Kampen American Capital Strategic
     Income Fund

4.   VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Van
     Kampen American Capital Utility Fund, Van Kampen American Capital
     Value Fund, Van Kampen American Capital Growth Fund, Van Kampen
     American Capital Great American Companies Fund, Van Kampen American
     Capital Prospector Fund and Van Kampen American Capital Aggressive
     Growth Fund

5.   VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND

6.   VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND

7.   VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

8.   VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST

9.   VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

10.  VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST

11.  VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II

12.  VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

13.  VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST

14.  VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST

15.  VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST

16.  VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST

17.  VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST

18.  VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST

19.  VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST


<PAGE>   7

20.  VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS

21.  VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS

22.  VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
     MUNICIPALS

23.  VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
     MUNICIPALS

24.  VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
     MUNICIPALS

25.  VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
     MUNICIPALS

26.  VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
     MUNICIPALS

27.  VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST

28.  VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST

29.  VAN KAMPEN AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
     TRUST

30.  VAN KAMPEN AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST

31.  VAN KAMPEN AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST

32.  VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST

33.  VAN KAMPEN AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

34.  VAN KAMPEN AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST

35.  VAN KAMPEN AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST

36.  VAN KAMPEN AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST

37.  VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

38.  VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II

39.  VAN KAMPEN AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST

40.  VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II

41.  VAN KAMPEN AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST

42.  THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts,
     Explorer Institutional Active Core Fund and Explorer Institutional
     Limited Duration Fund

<PAGE>   8
                                  AMENDMENT ONE

                                     TO THE
                  AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
                               DATED MAY 31, 1997


         THIS AMENDMENT ONE to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated by reference and VAN KAMPEN AMERICAN CAPITAL,
INC.

                               W I T N E S S E T H

         WHEREAS, Morgan Stanley Fund, Inc. being an open-end management
investment company as that term is defined in the Investment Company Act of
1940, as amended, wishes to become a party to the Agreement; and

         WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add Morgan Stanley Fund, Inc.





                                       1
<PAGE>   9

         IN WITNESS WHEREOF, the parties have caused this Amendment One to be
executed this 31st day of May, 1997.




ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO



By:  /s/ Ronald A. Nyberg
     -------------------------------------
         Ronald A. Nyberg
         Executive Vice President


VAN KAMPEN AMERICAN CAPITAL, INC.



By: /s/ Dennis J. McDonnell
    --------------------------------------
         Dennis J. McDonnell
         Executive Vice President



MORGAN STANLEY FUND, INC.



By:
    --------------------------------------
         Ronald A. Nyberg
         Vice President, Secretary



                                       2
<PAGE>   10

                                   SCHEDULE 1

1.       VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
         series, Van Kampen American Capital U.S. Government Fund

2.       VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
         Van Kampen American Capital Insured Tax Free Income Fund, Van Kampen
         American Capital Tax Free High Income Fund, Van Kampen American Capital
         California Insured Tax Free Fund, Van Kampen American Capital Municipal
         Income Fund, Van Kampen American Capital Intermediate Term Municipal
         Income Fund, Van Kampen American Capital New York Tax Free Income Fund,
         Van Kampen American Capital New Jersey Tax Free Income Fund, Van Kampen
         American Capital Florida Insured Tax Free Income Fund, Van Kampen
         American Capital California Tax Free Income Fund, Van Kampen American
         Capital Michigan Tax Free Income Fund, Van Kampen American Capital
         Missouri Tax Free Income Fund and Van Kampen American Capital Ohio Tax
         Free Income Fund

3.       VAN KAMPEN AMERICAN CAPITAL TRUST, on behalf of its series, Van Kampen
         American Capital High Yield Fund, Van Kampen American Capital
         Short-Term Global Income Fund and Van Kampen American Capital Strategic
         Income Fund

4.       VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Van
         Kampen American Capital Utility Fund, Van Kampen American Capital Value
         Fund, Van Kampen American Capital Growth Fund, Van Kampen American
         Capital Great American Companies Fund, Van Kampen American Capital
         Prospector Fund and Van Kampen American Capital Aggressive Growth Fund

5.       VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND

6.       VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND

7.       VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

8.       VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST

9.       VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

10.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST

11.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II

12.      VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

13.      VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST

14.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST

15.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST

16.      VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST

17.      VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST

18.      VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST

19.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST

20.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS

21.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS

                                       3
<PAGE>   11

22.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
         MUNICIPALS

23.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
         MUNICIPALS

24.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
         MUNICIPALS

25.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
         MUNICIPALS

26.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
         MUNICIPALS

27.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST

28.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST

29.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
         TRUST

30.      VAN KAMPEN AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST

31.      VAN KAMPEN AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST

32.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST

33.      VAN KAMPEN AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

34.      VAN KAMPEN AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST

35.      VAN KAMPEN AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST

36.      VAN KAMPEN AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST

37.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

38.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II

39.      VAN KAMPEN AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST

40.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II

41.      VAN KAMPEN AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST

42.      THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
         Institutional Active Core Fund and Explorer Institutional Limited
         Duration Fund



                                       4
<PAGE>   12

43.      MORGAN STANLEY FUND INC., on behalf of its series
              Morgan Stanley Emerging Markets Debt Fund
              Morgan Stanley Global Fixed Income Fund
              Morgan Stanley High Yield Fund
              Morgan Stanley Worldwide High Income Fund
              Morgan Stanley American Value Fund
              Morgan Stanley Aggressive Equity Fund
              Morgan Stanley U.S. Real Estate Fund
              Morgan Stanley Equity Growth Fund
              Morgan Stanley Midcap Growth Fund
              Morgan Stanley Value Fund
              Morgan Stanley Global Equity Allocation Fund
              Morgan Stanley Global Equity Fund
              Morgan Stanley Asian Growth Fund
              Morgan Stanley Emerging Markets Fund
              Morgan Stanley Latin American Fund
              Morgan Stanley International Magnum Fund
              Morgan Stanley Japanese Equity Fund
              Morgan Stanley Money Market Fund
              Morgan Stanley Tax-Free Money Market Fund
              Morgan Stanley Government Obligations Money Market Fund.







                                       5

<PAGE>   13



                                  AMENDMENT TWO

                                     TO THE
                  AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
                               DATED MAY 31, 1997


         THIS AMENDMENT TWO to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated by reference and VAN KAMPEN AMERICAN CAPITAL,
INC.

                               W I T N E S S E T H

         WHEREAS, Van Kampen American Capital Senior Floating Rate Fund, being a
closed-end registered investment company as that term is defined in the
Investment Company Act of 1940, as amended, wishes to become a party to the
Agreement; and

         WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add Van Kampen American Capital Senior Floating Rate
Fund











                                       1
<PAGE>   14

         IN WITNESS WHEREOF, the parties have caused this Amendment Two to be
executed this 19th day of December, 1997.




ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO



By:  /s/ Ronald A. Nyberg
     ---------------------------------
         Ronald A. Nyberg
         Executive Vice President


VAN KAMPEN AMERICAN CAPITAL, INC.



By:  /s/ Dennis J. McDonnell
     ---------------------------------
         Dennis J. McDonnell
         Executive Vice President








                                       2
<PAGE>   15


                                   SCHEDULE 1

1.       VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
         series, Van Kampen American Capital U.S. Government Fund

2.       VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
         Van Kampen American Capital Insured Tax Free Income Fund, Van Kampen
         American Capital Tax Free High Income Fund, Van Kampen American Capital
         California Insured Tax Free Fund, Van Kampen American Capital Municipal
         Income Fund, Van Kampen American Capital Intermediate Term Municipal
         Income Fund, Van Kampen American Capital New York Tax Free Income Fund,
         Van Kampen American Capital New Jersey Tax Free Income Fund, Van Kampen
         American Capital Florida Insured Tax Free Income Fund, Van Kampen
         American Capital California Tax Free Income Fund, Van Kampen American
         Capital Michigan Tax Free Income Fund, Van Kampen American Capital
         Missouri Tax Free Income Fund and Van Kampen American Capital Ohio Tax
         Free Income Fund

3.       VAN KAMPEN AMERICAN CAPITAL TRUST, on behalf of its series, Van Kampen
         American Capital High Yield Fund, Van Kampen American Capital
         Short-Term Global Income Fund and Van Kampen American Capital Strategic
         Income Fund

5.       VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Van
         Kampen American Capital Utility Fund, Van Kampen American Capital Value
         Fund, Van Kampen American Capital Growth Fund, Van Kampen American
         Capital Great American Companies Fund, Van Kampen American Capital
         Prospector Fund and Van Kampen American Capital Aggressive Growth Fund

5.       VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND

6.       VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND

7.       VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

8.       VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST

9.       VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

10.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST

11.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II

12.      VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

13.      VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST

14.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST

15.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST

16.      VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST

17.      VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST

18.      VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST

19.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST




                                       3
<PAGE>   16





20.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS

21.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS

22.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
         MUNICIPALS

23.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
         MUNICIPALS

24.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
         MUNICIPALS

25.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
         MUNICIPALS

26.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
         MUNICIPALS

27.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST

28.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST

29.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
         TRUST

30.      VAN KAMPEN AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST

31.      VAN KAMPEN AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST

32.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST

33.      VAN KAMPEN AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

34.      VAN KAMPEN AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST

35.      VAN KAMPEN AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST

36.      VAN KAMPEN AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST

37.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

38.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II

39.      VAN KAMPEN AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST

40.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II

41.      VAN KAMPEN AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST

43.      THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
         Institutional Active Core Fund and Explorer Institutional Limited
         Duration Fund

44.      VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND


                                       4
<PAGE>   17



44.      MORGAN STANLEY FUND INC., on behalf of its series
              Morgan Stanley Emerging Markets Debt Fund
              Morgan Stanley Global Fixed Income Fund
              Morgan Stanley High Yield Fund
              Morgan Stanley Worldwide High Income Fund
              Morgan Stanley American Value Fund
              Morgan Stanley Aggressive Equity Fund
              Morgan Stanley U.S. Real Estate Fund
              Morgan Stanley Equity Growth Fund
              Morgan Stanley Midcap Growth Fund
              Morgan Stanley Value Fund
              Morgan Stanley Global Equity Allocation Fund
              Morgan Stanley Global Equity Fund
              Morgan Stanley Asian Growth Fund
              Morgan Stanley Emerging Markets Fund
              Morgan Stanley Latin American Fund
              Morgan Stanley International Magnum Fund
              Morgan Stanley Japanese Equity Fund
              Morgan Stanley Money Market Fund
              Morgan Stanley Tax-Free Money Market Fund
              Morgan Stanley Government Obligations Money Market Fund.















                                       5
<PAGE>   18



                                 AMENDMENT THREE

                                     TO THE
                  AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
                               DATED MAY 31, 1997


         THIS AMENDMENT THREE to the Amended and Restated Legal Services
Agreement dated May 31, 1997 by and between the parties as set forth in Schedule
1, attached hereto and incorporated by reference and VAN KAMPEN AMERICAN
CAPITAL, INC.

                               W I T N E S S E T H

         WHEREAS, Van Kampen American Capital Senior Income Trust, being a
closed-end registered investment company as that term is defined in the
Investment Company Act of 1940, as amended, wishes to become a party to the
Agreement; and

         WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add Van Kampen American Capital Senior Income Trust.











                                       1
<PAGE>   19

         IN WITNESS WHEREOF, the parties have caused this Amendment Three to be
executed this 22nd day of April, 1998.




ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO



By:  /s/ Ronald A. Nyberg
     ----------------------------------
         Ronald A. Nyberg
         Executive Vice President


VAN KAMPEN AMERICAN CAPITAL, INC.



By:  /s/ Dennis J. McDonnell
     ----------------------------------
         Dennis J. McDonnell
         Executive Vice President









                                       2
<PAGE>   20


                                   SCHEDULE 1

1.       VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
         series, Van Kampen American Capital U.S. Government Fund

2.       VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
         Van Kampen American Capital Insured Tax Free Income Fund, Van Kampen
         American Capital Tax Free High Income Fund, Van Kampen American Capital
         California Insured Tax Free Fund, Van Kampen American Capital Municipal
         Income Fund, Van Kampen American Capital Intermediate Term Municipal
         Income Fund, Van Kampen American Capital New York Tax Free Income Fund,
         Van Kampen American Capital New Jersey Tax Free Income Fund, Van Kampen
         American Capital Florida Insured Tax Free Income Fund, Van Kampen
         American Capital California Tax Free Income Fund, Van Kampen American
         Capital Michigan Tax Free Income Fund, Van Kampen American Capital
         Missouri Tax Free Income Fund and Van Kampen American Capital Ohio Tax
         Free Income Fund

3.       VAN KAMPEN AMERICAN CAPITAL TRUST, on behalf of its series, Van Kampen
         American Capital High Yield Fund, Van Kampen American Capital
         Short-Term Global Income Fund and Van Kampen American Capital Strategic
         Income Fund

6.       VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Van
         Kampen American Capital Utility Fund, Van Kampen American Capital Value
         Fund, Van Kampen American Capital Growth Fund, Van Kampen American
         Capital Great American Companies Fund, Van Kampen American Capital
         Prospector Fund and Van Kampen American Capital Aggressive Growth Fund

5.       VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND

6.       VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND

7.       VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

8.       VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST

9.       VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

10.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST

11.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II

13.      VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

13.      VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND

14.      VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST

15.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST

16.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST

17.      VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST

18.      VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST

19.      VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST

20.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST

21.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS



                                       3
<PAGE>   21

22.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS

23.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
         MUNICIPALS

24.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
         MUNICIPALS

25.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
         MUNICIPALS

26.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
         MUNICIPALS

27.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
         MUNICIPALS

28.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST

29.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST

30.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
         TRUST

31.      VAN KAMPEN AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST

32.      VAN KAMPEN AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST

33.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST

34.      VAN KAMPEN AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

35.      VAN KAMPEN AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST

36.      VAN KAMPEN AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST

37.      VAN KAMPEN AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST

38.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

39.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II

40.      VAN KAMPEN AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST

41.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II

42.      VAN KAMPEN AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST

43.      THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
         Institutional Active Core Fund and Explorer Institutional Limited
         Duration Fund

44.      VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST




                                       4
<PAGE>   22



45.      MORGAN STANLEY FUND INC., on behalf of its series
              Morgan Stanley Emerging Markets Debt Fund
              Morgan Stanley Global Fixed Income Fund
              Morgan Stanley High Yield Fund
              Morgan Stanley Worldwide High Income Fund
              Morgan Stanley American Value Fund
              Morgan Stanley Aggressive Equity Fund
              Morgan Stanley U.S. Real Estate Fund
              Morgan Stanley Equity Growth Fund
              Morgan Stanley Midcap Growth Fund
              Morgan Stanley Value Fund
              Morgan Stanley Global Equity Allocation Fund
              Morgan Stanley Global Equity Fund
              Morgan Stanley Asian Growth Fund
              Morgan Stanley Emerging Markets Fund
              Morgan Stanley Latin American Fund
              Morgan Stanley International Magnum Fund
              Morgan Stanley Japanese Equity Fund
              Morgan Stanley Money Market Fund
              Morgan Stanley Tax-Free Money Market Fund
              Morgan Stanley Government Obligations Money Market Fund.












                                       5
<PAGE>   23



                                 AMENDMENT FOUR

                                     TO THE
                  AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
                               DATED MAY 31, 1997


         THIS AMENDMENT FOUR to the Amended and Restated Legal Services
Agreement dated May 31, 1997 by and between the parties as set forth in Schedule
1, attached hereto and incorporated by reference and VAN KAMPEN INVESTMENTS INC.

                               W I T N E S S E T H

         WHEREAS, Van Kampen Global Franchise Fund, being an open-end management
investment company as that term is defined in the Investment Company Act of
1940, as amended, wishes to become a party to the Agreement; and

         WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add Van Kampen Global Franchise Fund.










                                       1
<PAGE>   24



         IN WITNESS WHEREOF, the parties have caused this Amendment Four to be
executed this 30th day of July, 1998.




ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO



By:  /s/ Ronald A. Nyberg
     --------------------------------
         Ronald A. Nyberg
         Executive Vice President


VAN KAMPEN INVESTMENTS INC.



By:  /s/ Dennis J. McDonnell
     --------------------------------
         Dennis J. McDonnell
         Executive Vice President









                                       2
<PAGE>   25


                                   SCHEDULE 1

1.       VAN KAMPEN U.S. GOVERNMENT TRUST, on behalf of its series, Van Kampen
         U.S. Government Fund

2.       VAN KAMPEN TAX FREE TRUST, on behalf of its series, Van Kampen Insured
         Tax Free Income Fund, Van Kampen Tax Free High Income Fund, Van Kampen
         California Insured Tax Free Fund, Van Kampen Municipal Income Fund, Van
         Kampen Intermediate Term Municipal Income Fund, Van Kampen New York Tax
         Free Income Fund, Van Kampen New Jersey Tax Free Income Fund, Van
         Kampen Florida Insured Tax Free Income Fund, Van Kampen California Tax
         Free Income Fund, Van Kampen Michigan Tax Free Income Fund, Van Kampen
         Missouri Tax Free Income Fund and Van Kampen Ohio Tax Free Income Fund

3.       VAN KAMPEN TRUST, on behalf of its series, Van Kampen High Yield Fund,
         Van Kampen Short-Term Global Income Fund and Van Kampen Strategic
         Income Fund

7.       VAN KAMPEN EQUITY TRUST, on behalf of its series, Van Kampen Utility
         Fund, Van Kampen American Capital Value Fund, Van Kampen Growth Fund,
         Van Kampen Great American Companies Fund, Van Kampen Prospector Fund
         and Van Kampen Aggressive Growth Fund

5.       VAN KAMPEN PENNSYLVANIA TAX FREE INCOME FUND

6.       VAN KAMPEN TAX FREE MONEY FUND

7.       VAN KAMPEN FOREIGN SECURITIES FUND

8.       VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST

9.       VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

10.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST

11.      VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II

14.      VAN KAMPEN PRIME RATE INCOME TRUST

13.      VAN KAMPEN SENIOR FLOATING RATE FUND

43.      VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST

44.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST

45.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST

46.      VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST

47.      VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST

48.      VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST

49.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST

50.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS

51.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS

52.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
         MUNICIPALS

53.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
         MUNICIPALS


                                       3
<PAGE>   26

54.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
         MUNICIPALS

55.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
         MUNICIPALS

56.      VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
         MUNICIPALS

57.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST

58.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST

59.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
         TRUST

60.      VAN KAMPEN AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST

61.      VAN KAMPEN AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST

62.      VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST

63.      VAN KAMPEN AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

64.      VAN KAMPEN AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST

65.      VAN KAMPEN AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST

66.      VAN KAMPEN AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST

67.      VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

68.      VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II

69.      VAN KAMPEN AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST

70.      VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II

71.      VAN KAMPEN AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST

44.      THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
         Institutional Active Core Fund and Explorer Institutional Limited
         Duration Fund

44.      VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST



                                       4
<PAGE>   27



45.      VAN KAMPEN SERIES FUND, INC., on behalf of its series
              Van Kampen Emerging Markets Debt Fund
              Van Kampen Global Fixed Income Fund
              Van Kampen High Yield & Total Return Fund
              Van Kampen Worldwide High Income Fund
              Van Kampen American Value Fund
              Van Kampen Aggressive Equity Fund
              Van Kampen U.S. Real Estate Fund
              Van Kampen Equity Growth Fund
              Van Kampen Mid Cap Growth Fund
              Van Kampen Value Fund
              Van Kampen Global Equity Allocation Fund
              Van Kampen Global Equity Fund
              Van Kampen Asian Growth Fund
              Van Kampen Emerging Markets Fund
              Van Kampen Latin American Fund
              Van Kampen International Magnum Fund
              Van Kampen Japanese Equity Fund
              Morgan Stanley Money Market Fund
              Morgan Stanley Tax-Free Money Market Fund
              Morgan Stanley Government Obligations Money Market Fund
              Van Kampen Growth & Income Fund II
              Van Kampen Global Franchise Fund













                                       5
<PAGE>   28



                                 AMENDMENT FIVE

                                     TO THE
                  AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
                               DATED MAY 31, 1997


         THIS AMENDMENT FIVE to the Amended and Restated Legal Services
Agreement dated May 31, 1997 by and between the parties as set forth in Schedule
1, attached hereto and incorporated by reference and VAN KAMPEN INVESTMENTS INC.

                               W I T N E S S E T H

         WHEREAS, Van Kampen Small Capitalization Value Fund, a series of Van
Kampen Equity Trust and Van Kampen Managed Short Term Income Fund, a series of
Van Kampen Trust, each being an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended, wish to
become a party to the Agreement; and

         WHEREAS, the original parties desire to add the aforementioned
additional entities as parties to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add Van Kampen Small Cap Value Fund and Van Kampen
Managed Short Term Income Fund.








                                       1
<PAGE>   29




         IN WITNESS WHEREOF, the parties have caused this Amendment Five to be
executed this 4th day of February, 1999.




ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO



By:   /s/ Dennis J. McDonnell
      -----------------------------------
         Dennis J. McDonnell
         President




VAN KAMPEN INVESTMENTS INC.



By:   /s/ Dennis J. McDonnell
      -----------------------------------
         Dennis J. McDonnell
         Executive Vice President









                                       2
<PAGE>   30



                                   SCHEDULE 1

1.       VAN KAMPEN U.S. GOVERNMENT TRUST, on behalf of its series, Van Kampen
         U.S. Government Fund

2.       VAN KAMPEN TAX FREE TRUST, on behalf of its series, Van Kampen Insured
         Tax Free Income Fund, Van Kampen Tax Free High Income Fund, Van Kampen
         California Insured Tax Free Fund, Van Kampen Municipal Income Fund, Van
         Kampen Intermediate Term Municipal Income Fund, Van Kampen New York Tax
         Free Income Fund, Van Kampen New Jersey Tax Free Income Fund, Van
         Kampen Florida Insured Tax Free Income Fund, Van Kampen California Tax
         Free Income Fund, Van Kampen Michigan Tax Free Income Fund, Van Kampen
         Missouri Tax Free Income Fund and Van Kampen Ohio Tax Free Income Fund

3.       VAN KAMPEN TRUST, on behalf of its series, Van Kampen High Yield Fund,
         Van Kampen Short-Term Global Income Fund, Van Kampen Strategic Income
         Fund and Van Kampen Managed Short Term Income Fund

8.       VAN KAMPEN EQUITY TRUST, on behalf of its series, Van Kampen Utility
         Fund, Van Kampen Mid Cap Value Fund, Van Kampen Growth Fund, Van Kampen
         Great American Companies Fund, Van Kampen Prospector Fund, Van Kampen
         Aggressive Growth Fund and Small Cap Value Fund

5.       VAN KAMPEN PENNSYLVANIA TAX FREE INCOME FUND

6.       VAN KAMPEN TAX FREE MONEY FUND

7.       VAN KAMPEN MUNICIPAL INCOME TRUST

8.       VAN KAMPEN CALIFORNIA MUNICIPAL TRUST

9.       VAN KAMPEN HIGH INCOME TRUST

10.      VAN KAMPEN HIGH INCOME TRUST II

11.      VAN KAMPEN PRIME RATE INCOME TRUST

12.      VAN KAMPEN SENIOR FLOATING RATE FUND

13.      VAN KAMPEN INVESTMENT GRADE MUNICIPAL TRUST

14.      VAN KAMPEN MUNICIPAL TRUST

15.      VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST

16.      VAN KAMPEN FLORIDA QUALITY MUNICIPAL TRUST

17.      VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

18.      VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST

19.      VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST

20.      VAN KAMPEN TRUST FOR INSURED MUNICIPALS

21.      VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS




                                       3
<PAGE>   31



22.      VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS

23.      VAN KAMPEN TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS

24.      VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS

25.      VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

26.      VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS

27.      VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST

28.      VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST

29.      VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST

30.      VAN KAMPEN STRATEGIC SECTOR MUNICIPAL TRUST

31.      VAN KAMPEN VALUE MUNICIPAL INCOME TRUST

32.      VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

33.      VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

34.      VAN KAMPEN NEW JERSEY VALUE MUNICIPAL INCOME TRUST

35.      VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

36.      VAN KAMPEN OHIO VALUE MUNICIPAL INCOME TRUST

37.      VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

38.      VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II

39.      VAN KAMPEN FLORIDA MUNICIPAL OPPORTUNITY TRUST

40.      VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II

41.      VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST

42.      THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
         Institutional Active Core Fund and Explorer Institutional Limited
         Duration Fund

43.      VAN KAMPEN SENIOR INCOME TRUST




                                       4
<PAGE>   32
44.      VAN KAMPEN SERIES FUND, INC., on behalf of its series
              Van Kampen Emerging Markets Debt Fund
              Van Kampen Global Fixed Income Fund
              Van Kampen High Yield & Total Return Fund
              Van Kampen Worldwide High Income Fund
              Van Kampen American Value Fund
              Van Kampen Aggressive Equity Fund
              Van Kampen U.S. Real Estate Fund
              Van Kampen Equity Growth Fund
              Van Kampen Mid Cap Growth Fund
              Van Kampen Value Fund
              Van Kampen Global Equity Allocation Fund
              Van Kampen Global Equity Fund
              Van Kampen Asian Growth Fund
              Van Kampen Emerging Markets Fund
              Van Kampen Latin American Fund
              Van Kampen International Magnum Fund
              Van Kampen Japanese Equity Fund
              Morgan Stanley Money Market Fund
              Morgan Stanley Tax-Free Money Market Fund
              Morgan Stanley Government Obligations Money Market Fund
              Van Kampen Growth & Income Fund II
              Van Kampen Global Franchise Fund














                                       5
<PAGE>   33


                                  AMENDMENT SIX

                                     TO THE
                  AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
                               DATED MAY 31, 1997


         THIS AMENDMENT SIX to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated by reference and VAN KAMPEN INVESTMENTS INC.

                               W I T N E S S E T H

         WHEREAS, Van Kampen Technology Fund, a series of Van Kampen Equity
Trust II, an open-end management investment company as that term is defined in
the Investment Company Act of 1940, as amended, wishes to become party to the
Agreement; and

         WHEREAS, the original parties desire to add the aforementioned
additional entity as party to the Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add Van Kampen Technology Fund.






<PAGE>   34





         IN WITNESS WHEREOF, the parties have caused this Amendment Six to be
executed this 26th day of May, 1999.




ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO



By:   /s/ A. Thomas Smith III
      ---------------------------------
         A. Thomas Smith III
         Vice President and Secretary




VAN KAMPEN INVESTMENTS INC.



By:   /s/ Richard F. Powers, III
     ---------------------------------
         Richard F. Powers, III
         President and Chief Executive Officer





<PAGE>   35



                                   SCHEDULE 1

1.   VAN KAMPEN U.S. GOVERNMENT TRUST, on behalf of its series, Van Kampen U.S.
     Government Fund

2.   VAN KAMPEN TAX FREE TRUST, on behalf of its series, Van Kampen Insured Tax
     Free Income Fund, Van Kampen Tax Free High Income Fund, Van Kampen
     California Insured Tax Free Fund, Van Kampen Municipal Income Fund, Van
     Kampen Intermediate Term Municipal Income Fund, Van Kampen New York Tax
     Free Income Fund, Van Kampen New Jersey Tax Free Income Fund, Van Kampen
     Florida Insured Tax Free Income Fund, Van Kampen California Tax Free Income
     Fund, Van Kampen Michigan Tax Free Income Fund, Van Kampen Missouri Tax
     Free Income Fund and Van Kampen Ohio Tax Free Income Fund

3.   VAN KAMPEN TRUST, on behalf of its series, Van Kampen High Yield Fund, Van
     Kampen Short-Term Global Income Fund, Van Kampen Strategic Income Fund and
     Van Kampen Managed Short Term Income Fund

4.   VAN KAMPEN EQUITY TRUST, on behalf of its series, Van Kampen Utility Fund,
     Van Kampen Mid Cap Value Fund, Van Kampen Growth Fund, Van Kampen Great
     American Companies Fund, Van Kampen Prospector Fund, Van Kampen Aggressive
     Growth Fund and Small Cap Value Fund

5.   VAN KAMPEN PENNSYLVANIA TAX FREE INCOME FUND

6.   VAN KAMPEN TAX FREE MONEY FUND

7.   VAN KAMPEN MUNICIPAL INCOME TRUST

8.   VAN KAMPEN CALIFORNIA MUNICIPAL TRUST

9.   VAN KAMPEN HIGH INCOME TRUST

10.  VAN KAMPEN HIGH INCOME TRUST II

11.  VAN KAMPEN PRIME RATE INCOME TRUST

12.  VAN KAMPEN SENIOR FLOATING RATE FUND

13.  VAN KAMPEN INVESTMENT GRADE MUNICIPAL TRUST

14.  VAN KAMPEN MUNICIPAL TRUST

15.  VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST

16.  VAN KAMPEN FLORIDA QUALITY MUNICIPAL TRUST

17.  VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

18.  VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST

19.  VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST

20.  VAN KAMPEN TRUST FOR INSURED MUNICIPALS

21.  VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS


<PAGE>   36



22.  VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS

23.  VAN KAMPEN TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS

24.  VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS

25.  VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

26.  VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS

27.  VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST

28.  VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST

29.  VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST

30.  VAN KAMPEN STRATEGIC SECTOR MUNICIPAL TRUST

31.  VAN KAMPEN VALUE MUNICIPAL INCOME TRUST

32.  VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

33.  VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

34.  VAN KAMPEN NEW JERSEY VALUE MUNICIPAL INCOME TRUST

35.  VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

36.  VAN KAMPEN OHIO VALUE MUNICIPAL INCOME TRUST

37.  VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

38.  VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II

39.  VAN KAMPEN FLORIDA MUNICIPAL OPPORTUNITY TRUST

40.  VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II

41.  VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST

42.  THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
     Institutional Active Core Fund and Explorer Institutional Limited Duration
     Fund

43.  VAN KAMPEN SENIOR INCOME TRUST




<PAGE>   37










44.  VAN KAMPEN SERIES FUND, INC., on behalf of its series
                 Van Kampen Emerging Markets Debt Fund
                 Van Kampen Global Fixed Income Fund
                 Van Kampen High Yield & Total Return Fund
                 Van Kampen Worldwide High Income Fund
                 Van Kampen American Value Fund
                 Van Kampen Aggressive Equity Fund
                 Van Kampen U.S. Real Estate Fund
                 Van Kampen Equity Growth Fund
                 Van Kampen Mid Cap Growth Fund
                 Van Kampen Value Fund
                 Van Kampen Global Equity Allocation Fund
                 Van Kampen Global Equity Fund
                 Van Kampen Asian Growth Fund
                 Van Kampen Emerging Markets Fund
                 Van Kampen Latin American Fund
                 Van Kampen International Magnum Fund
                 Van Kampen Japanese Equity Fund
                 Morgan Stanley Money Market Fund
                 Morgan Stanley Tax-Free Money Market Fund
                 Morgan Stanley Government Obligations Money Market Fund
                 Van Kampen Growth & Income Fund II
                 Van Kampen Global Franchise Fund

45.  VAN KAMPEN EQUITY TRUST II, on behalf of its series Van Kampen Technology
     Fund









<PAGE>   1
         [Skadden, Arps, Slate, Meagher & Flom (ILLINOIS) LETTERHEAD]

                                                                     EXHIBIT (i)







                                  June 3, 1999



Van Kampen Equity Trust II
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555

                           Re:      Pre-Effective Amendment No. 1 to the
                                    Registration Statement on Form N-1A
                                    for the Van Kampen Equity Trust II, on
                                    behalf of its series Van Kampen
                                    Technology Fund
                                    (File Nos. 333-75493 and 811-9279)

Ladies and Gentlemen:

                  We have acted as counsel to Van Kampen Equity Trust II (the
"Trust"), a Delaware business trust, on behalf of its series Van Kampen
Technology Fund (the "Fund") in connection with the preparation of Pre-Effective
Amendment No. 1 to the Trust's Registration Statement on Form N-1A (as amended,
the "Registration Statement") to be filed under the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act"), with the Securities and Exchange Commission (the "Commission")
on or about June 3, 1999. The Registration Statement relates to the registration
under the 1933 Act and the 1940 Act of an indefinite number of each of Class A
Shares of beneficial interest, $.01 par value per share, Class B Shares of
beneficial interest, $.01 par value per share, and Class C Shares of beneficial
interest, $.01 par value per share, of the Trust on behalf of the Fund
(collectively, the "Shares").

                  This opinion is delivered in accordance with the requirements
of Item 23(i) of Form N-1A under the 1933 Act and the 1940 Act.

<PAGE>   2

Van Kampen Equity Trust II
June 3, 1999
Page 2



                  In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Certificate of Trust filed with the Secretary of State of Delaware, (ii) the
Agreement and Declaration of Trust of the Trust (the "Declaration of Trust"),
(iii) the By-Laws of the Trust (the "By-Laws"), (iv) the Certificate of
Designation establishing the series of the Trust, (v) the resolutions adopted by
the Board of Trustees of the Trust relating to the authorization, issuance and
sale of the Shares, the filing of the Registration Statement and any amendments
or supplements thereto and related matters and (vi) such other documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

                  In such examination we have assumed the legal capacity of
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, photostatic, or other
copies and the authenticity of the originals of such latter documents. As to
any facts material to such opinion which were not independently established, we
have relied on statements or representations of officers and other
representatives of the Trust or others.

                  Members of our firm are admitted to the practice of law in the
State of Illinois and we do not express any opinion as to the law of any other
jurisdiction other than matters relating to the Delaware business organizational
statutes (including statutes relating to Delaware business trusts) and the
federal laws of the United States of America to the extent specifically referred
to herein.

                  Based upon and subject to the foregoing, we are of the opinion
that the issuance and sale of Shares by the Trust on behalf of the Fund have
been validly authorized and, assuming certificates therefor have been duly
executed, countersigned, registered and delivered or the shareholders' accounts
have been duly credited and the Shares represented thereby have been fully paid
for, such Shares will be validly issued, fully paid and nonassessable.

<PAGE>   3

Van Kampen Equity Trust II
June 3, 1999
Page 3



                  We hereby consent to the filing of this opinion with the
Commission as Exhibit (i) to the Registration Statement. We also consent to the
reference to our firm under the heading "Legal Counsel" in the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act
or the rules and regulations of the Commission.

                                                      Very truly yours,

                                                      /s/ Skadden, Arps, Slate,
                                                      Meagher & Flom (Illinois)


<PAGE>   1
                                                                     EXHIBIT (j)

                        CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the use in the Statement of Additional Information
constituting part of this Pre-Effective Amendment No. 1 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
June 3, 1999, relating to the financial statements of Van Kampen Technology
Fund, which appears in such Statement of Additional Information.  We also
consent to the references to us under the headings "Independent Accountants"
in the Prospectus and Statement of Additional Information.


PricewaterhouseCoopers LLP
Chicago, Illinois
June 3, 1999


<PAGE>   1


                                                                     Exhibit (l)



                           [Van Kampen Funds Inc. Letterhead]




May 26, 1999


Van Kampen Technology Fund
1 Parkview Plaza
Oakbrook Terrace, IL  60181

Dear Sirs:

The initial $100,000.00 investment by Van Kampen Funds Inc. for 10,000 Shares of
Van Kampen Technology Fund will not be redeemed while any organizational
expenses remain unamortized unless the proceeds of any redemption of that
initial investment are reduced by their pro rata portion of any unamortized
organizational expenses. These shares are purchased for investment purposes, and
Van Kampen Funds Inc. has no present intention of selling or publicly
distributing these shares.



Sincerely,


/s/ William R. Rybak


William R. Rybak

Executive Vice President and Chief Financial Officer

WWR/s/

<PAGE>   1
                                                                EXHIBIT (m)(1)

                  PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1


                           VAN KAMPEN TECHNOLOGY FUND

     The plan set forth below (the "Distribution Plan") is the written plan
contemplated by Rule 12b-1 (the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act"), for the VAN KAMPEN TECHNOLOGY FUND (the
"Fund").  This Distribution Plan describes the material terms and conditions
under which assets of the Fund may be used in connection with financing
distribution related activities with respect to each of its classes of shares of
beneficial interest (the "Shares"), each of which is offered and sold subject to
a different combination of front-end sales charges, distribution fees, service
fees and contingent deferred sales charges.(1)  Classes of shares, if any,
subject to a front-end sales charge and a distribution and/or service fee are
referred to herein as "Front-End Classes" and the Shares of such classes are
referred to herein as "Front-End Shares." Classes of shares, if any, subject to
a contingent-deferred sales charge and a distribution and/or a service fee are
referred to herein as "CDSC Classes" and Shares of such classes are referred to
herein as "CDSC Shares."  Classes of shares, if any, subject to a front-end
sales charge, a contingent-deferred sales charge and a distribution and/or
service fee are referred to herein as "Combination Classes" and Shares of such
class are referred to herein as "Combination Shares."

     The Fund has adopted a service plan (the "Service Plan") pursuant to which
the Fund is authorized to expend on an annual basis a portion of its average
net assets attributable to any or each class of Shares in connection with the
provision by the principal underwriter (within the meaning of the 1940 Act) of
the Shares and by brokers, dealers and other financial intermediaries
(collectively, "Financial Intermediaries") of personal services to holders of
Shares and/or the maintenance of shareholder accounts.  The Fund also has
entered into a distribution and services agreement (the "Distribution and
Services Agreement") with Van Kampen Funds Inc. (the "Distributor"),
pursuant to which the Distributor acts as the principal underwriter with
respect to each class of Shares and provides services to the Fund and acts as
agent on behalf of the Fund in connection with the implementation of the
Service Plan.  The Distributor may enter into selling agreements (the "Selling
Agreements") with Financial Intermediaries in order to implement the
Distribution and Services Agreement, the Service Plan and this Distribution
Plan.

1. The Fund hereby is authorized to pay the Distributor a distribution fee with
respect to each class of its Shares to compensate the Distributor for
activities which are primarily intended to result in the sale of such Shares
("distribution related activities") performed by the Distributor with respect
to the respective class of Shares of the Fund.  Such distribution related
activities include without limitation:  (a) printing and distributing copies of
any prospectuses and annual and interim reports of the Fund (after the Fund has
prepared and set in type such materials) that are used by such Distributor in
connection with the offering of Shares; (b) preparing, printing or otherwise
manufacturing and distributing any other literature or materials of any nature
used by such Distributor in connection with promoting, distributing or offering
the Shares; (c) advertising, promoting and selling Shares to broker-dealers,
banks and the public; (d) distribution related overhead and the provision of
information programs and shareholder services intended to enhance the
attractiveness of investing in the Fund; (e) incurring initial outlay expenses
in connection with compensating Financial Intermediaries for (i) selling CDSC
Shares and Combination Shares and (ii) providing personal services to
shareholders and the maintenance of
- ----------------------------
(1)  The Fund is authorized to offer multiple classes of shares pursuant to a
     Rule 18f-3 Plan adopted under the 1940 Act.

                                     1
<PAGE>   2


shareholder accounts of all classes of Shares, including paying interest
on and incurring other carrying costs on funds borrowed to pay such
initial outlays; and (f) acting as agent for the Fund in connection with
implementing this Distribution Plan pursuant to the Selling Agreements.

2. The amount of the distribution fee hereby authorized with respect to each
class of Shares of the Fund shall be as follows:

3. With respect to Class A Shares, the distribution fee authorized hereby and
the service fee authorized pursuant to the Service Plan, in the aggregate,
shall not exceed on an annual basis 0.25% of the Fund's average daily net
assets attributable to Class A Shares sold on or after the date on which this
Distribution Plan is first implemented with respect to Class A Shares.  The
Fund may pay a distribution fee as determined from time to time by its Board of
Trustees in an annual amount not to exceed the lesser of (i) (A) 0.25% of the
Fund's average daily net asset value during such year attributable to Class A
Shares sold on or after the date on which this Distribution Plan was first
implemented with respect to Class A Shares minus (B) the amount of the service
fee with respect to the Class A Shares actually expended during such year by
the Fund pursuant to the Service Plan and (ii) the actual amount of
distribution related expenses incurred by the Distributor with respect to Class
A Shares.

4. With respect to Class B Shares, the distribution fee authorized hereby and
the service fee authorized pursuant to the Service Plan, in the aggregate,
shall not exceed on an annual basis 1.00% of the Fund's average daily net
assets attributable to Class B Shares sold on or after the date on which this
Distribution Plan is first implemented with respect to the Class B Shares.  The
Fund may pay a distribution fee with respect to the Class B Shares as
determined from time to time by its Board of Trustees in an annual amount not
to exceed the lesser of (A) 0.75% of the Fund's average daily net asset value
during such year attributable to Class B Shares sold on or after the date on
which this Distribution Plan is first implemented with respect to the Class B
Shares and (B) the actual amount of distribution related expenses incurred by
the Distributor during such year plus prior unreimbursed distribution related
expenses less the amount of any contingent deferred sales charge paid to the
Distributor, in each case with respect to the Class B Shares sold on or after
the date on which this Distribution Plan is first implemented with respect to
the Class B Shares.

5. With respect to Class C Shares, the distribution fee authorized hereby and
the service fee authorized pursuant to the Service Plan, in the aggregate,
shall not exceed on an annual basis 1.00% of the Fund's average daily net
assets attributable to Class C Shares sold on or after the date on which this
Distribution Plan is first implemented with respect to the Class C Shares.  The
Fund may pay a distribution fee with respect to the Class C Shares as
determined from time to time by its Board of Trustees in an annual amount not
to exceed the lesser of (A) 0.75% of the Fund's average daily net asset value
during such year attributable to Class C Shares sold on or after the date on
which this Distribution Plan is first implemented with respect to the Class C
Shares and (B) the actual amount of distribution related expenses incurred by
the Distributor during such year plus prior unreimbursed distribution related
expenses less the amount of any contingent deferred sales charge paid to the
Distributor, in each case with respect to the Class C Shares sold on or after
the date on which this Distribution Plan is first implemented with respect to
the Class C Shares.

6. Payments pursuant to this Distribution Plan shall not be made more often
than monthly upon receipt by the Fund of a separate written expense report with
respect to each class of Shares setting forth the expenses qualifying for such
reimbursement allocated to each class of Shares and the purposes thereof.

7. In the event that amounts payable hereunder with respect to shares of a
Front-End Class do not fully reimburse the Distributor for its actual
distribution related expenses with respect to the Shares of such class, there
is no carryforward of reimbursement obligations to succeeding years.  In the
event the amounts payable hereunder with respect to shares of a CDSC Class or a
Combination Class do not fully reimburse the Distributor for its actual
distribution related expenses with respect to the Shares of the respective
class, such unreimbursed distribution expenses will be carried forward and paid
by the Fund hereunder in future years so long as this Distribution Plan remains
in effect, subject to applicable laws

                                     2

<PAGE>   3

and regulations.  Reimbursements for distribution related expenses payable
hereunder with respect to a particular class of Shares may not be used to
subsidize the sale of Shares of any other class of Shares.

8. The Fund shall not compensate the Distributor, and neither the Fund nor the
Distributor shall compensate any Financial Intermediary, for any distribution
related expenses incurred with respect to a class of Shares prior to the later
of (a) the implementation of this Distribution Plan with respect to such class
of Shares or (b) the date that such Financial Intermediary enters into a
Selling Agreement with the Distributor.

9. The Fund hereby authorizes the Distributor to enter into Selling Agreements
with certain Financial Intermediaries to provide compensation to such Financial
Intermediaries for activities and services of the type referred to in Paragraph
1 hereof.  Prior to the implementation of a Selling Agreement, such agreement
shall be approved by a majority of the Board of Trustees of the Trust and a
majority of the Disinterested Trustees (within the meaning of the 1940 Act) by
a vote cast in person at a meeting called for the purpose of voting on such
Selling Agreements.  The Distributor may reallocate all or a portion of its
distribution fee to such Financial Intermediaries as compensation for the
above-mentioned activities and services.  Such reallocation shall be in an
amount as set forth from time to time in the Fund's prospectus.  Such Selling
Agreements shall provide that the Financial Intermediaries shall provide the
Distributor with such information as is reasonably necessary to permit the
Distributor to comply with the reporting requirements set forth in Paragraphs 3
and 8 hereof.

10. Subject to the provisions of this Distribution Agreement, the Fund is
hereby authorized to pay a distribution fee to any person that is not an
"affiliated person" or "interested person" of the Fund or its "investment
adviser" or "principal underwriter" (as such terms are defined in the 1940 Act)
who provides any of the foregoing services for the Fund.  Such fee shall be
paid only pursuant to written agreements between the Fund and such other person
the terms of which permit payments to such person only in accordance with the
provisions of this Distribution Agreement and which have the approval of a
majority of the Disinterested Trustees by vote cast separately with respect to
each class of Shares and cast in person at a meeting called for the purpose of
voting on such written agreement.

11. The Fund and the Distributor shall prepare separate written reports for
each class of Shares and shall submit such reports to the Fund's Board of
Trustees on a quarterly basis summarizing all payments made by them with
respect to each class of Shares pursuant to this Distribution Plan, the Service
Plan and the agreements contemplated hereby, the purposes for which such
payments were made and such other information as the Board of Trustees or the
Disinterested Trustees may reasonably request from time to time, and the Board
of Trustees shall review such reports and other information.

12. This Distribution Plan shall become effective upon its approval by (a) a
majority of the Board of Trustees and a majority of the Disinterested Trustees
by vote cast separately with respect to each class of Shares cast in person at
a meeting called for the purpose of voting on this Distribution Plan, and (b)
with respect to each class of Shares, a "majority of the outstanding voting
securities" (as such phrase is defined in the 1940 Act) of such class of Shares
voting separately as a class.

13. This Distribution Plan and any agreement contemplated hereby shall continue
in effect beyond the first anniversary of its adoption by the Board of Trustees
of the Fund only so long as (a) its continuation is approved at least annually
in the manner set forth in clause (a) of paragraph 9 above and (b) the
selection and nomination of those trustees of the Fund who are not "interested
persons" of the Fund are committed to the discretion of such trustees.

14. This Distribution Plan may be terminated with respect to a class of Shares
without penalty at any time by a majority of the Disinterested Trustees or by a
"majority of the outstanding voting securities"  of the respective class of
Shares of the Fund.

15. This Distribution Plan may not be amended to increase materially the
maximum amounts permitted to be expended hereunder except with the approval of
a "majority of the outstanding voting securities" of the respective class of
Shares of the Fund and may not be amended in any other material

                                 3

<PAGE>   4

respect except with the approval of a majority of the Disinterested Trustees.
Amendments required to conform this Distribution Plan to changes in the Rule
or to other changes in the 1940 Act or the rules and regulations thereunder
shall not be deemed to be material amendments.

16. To the extent any service fees paid by the Fund pursuant to the Service
Plan are deemed to be payments for the financing of any activity primarily
intended to result in the sale of Shares issued by the Fund within the meaning
of the Rule, the terms and provisions of such plan and any payments made
pursuant to such plan hereby are authorized pursuant to this Distribution Plan
in the amounts and for the purposes authorized in the Service Plan without any
further action by the Board of Trustees or the shareholders of the Fund.  To
the extent the terms and provisions of the Service Plan conflict with the terms
and provisions of this Distribution Plan, the terms and provisions of the
Service Plan shall prevail with respect to amounts payable pursuant thereto.
This paragraph 13 is adopted solely due to the uncertainty that may exist with
respect to whether payments to be made by the Fund pursuant to the Service Plan
constitute payments primarily intended to result in the sale of Shares issued
by the Fund within the meaning of the Rule.

17. The Trustees of the Trust have adopted this Distribution Plan as trustees
under the Declaration of Trust of the Trust and the policies of the Trust
adopted hereby are not binding upon any of the Trustees or shareholders of the
Trust individually, but bind only the trust estate.

                                       4



<PAGE>   1
                                                                EXHIBIT (m)(2)

                                    FORM OF

                             VAN KAMPEN FUNDS INC.

                        SHAREHOLDER ASSISTANCE AGREEMENT



     This Agreement is entered into as of the _____day of _____, 199__, by and
between Van Kampen FUNDS Inc.  (the "Company") and the undersigned (the
"Broker-Dealer").

     WHEREAS, the Company is the principal underwriter of the open-end
investment companies listed on Schedule 1 to this Agreement (hereinafter
individually the "Fund" or collectively the "Funds"); and

     WHEREAS, the Broker-Dealer is registered as a broker-dealer with the
National Association of Securities Dealers, Inc.; and

     WHEREAS, each respective Fund has adopted a Distribution Plan (the
"Distribution Plan") and a service plan (the "Service Plan") pursuant to Rule
12b-1 (the "Rule") under the Investment Company Act of 1940, as amended (the
"1940 Act"), relating to such Fund, the Distribution Plans being described in
the Fund's Prospectus and Statement of Additional Information; and

     WHEREAS, each respective Fund's Distribution Plans authorize the Company
to enter into distribution assistance agreements such as this Agreement with
broker-dealers selected by the Company, and the Broker-Dealer has been so
selected; and

     WHEREAS, each respective Fund's Distribution Plans authorize the Company
to make payments at a rate specified in an agreement such as this Agreement
varying directly with the aggregate average daily net asset value of shares of
each respective Fund sold by such broker-dealer on or after the effective date
of this Agreement, as determined pursuant to Section 4 hereof, and held at the
close of each day in accounts of clients or customers of a particular
broker-dealer, such amount being referred to herein as the "Holding Level"; for
purposes of calculating the Holding Level, shares of such Fund which are
redeemed or otherwise disposed of from any account existing prior to such
effective date shall be deemed to have been shares sold prior to such effective
date to the extent of the number of shares held in such account immediately
after the close of business on the day prior to such effective date; and

     WHEREAS, this Agreement is a "related agreement" to the Distribution Plan
as that term is used in the Rule and is subject to all of the provisions of the
Rule as to such agreements;

     NOW, THEREFORE, the Company and the Broker-Dealer agree as follows:

     1.  Subject to continuing compliance with its obligations pursuant to
Section 2 hereof, the Broker-Dealer shall be entitled distribution fee and
service fee to payments, if any, to be paid by the Company at the annual
percentage rate of the Holding Level set forth from time to time in the then
current Prospectus of the Fund on a quarterly basis (prorated for any portion
of such period during which this Agreement is in effect for less than the full
amount of such period);  it is understood and agreed that the Company may make
final and binding determinations as to whether such continuing compliance and
as to whether or not any Fund shares are to be considered in determining the
Holding Level of any particular broker-dealer and what Fund shares, if any, are
to be attributed to such purpose to a particular broker-dealer, to a different
broker-dealer or to no broker-dealer.  Payments shall be made to the
Broker-Dealer named above and portions of the payments may be, in the
discretion of the Broker-Dealer,


                                       1

<PAGE>   2

paid over to individual registered representatives of said Broker-Dealer to
whom there have been assigned accounts of clients or customers of the
Broker-Dealer with respect to which the respective Holding Level was determined.

     2.  The distribution fee payments with respect to a class of the Fund's
shares to be made in accordance with Section 1 hereof, if any, shall be paid to
the Broker-Dealer as compensation for selling shares of the respective class.

     3.  In consideration for the service fee payments to be made in accordance
with Section 1 hereof, the Broker-Dealer shall provide to its clients or
customers who hold shares of each respective Fund with respect to which
payments to the Broker-dealer may be made under such Fund's Distribution Plan
such services and other assistance as may from time to time be reasonably
requested by the Company, including but not limited to answering inquiries
regarding the Fund, providing information programs regarding the fund, assisting
in selected dividend payment options, account designations and addresses and
maintaining the investment of such customer or client in the Fund.

     4.  The Company shall have the right at any time and from time to time
without notice to the Broker-Dealer to amend its Prospectus with respect to the
amount of the service free and the amount of the distribution fee to be paid
pursuant hereto.  Such amendments shall be effective as of the date of the
amended Prospectus.

     5.  This Agreement shall go into effect on the later of the date set forth
above or the date on which it is approved by a vote of each Fund's Board of
Directors (or Trustees, as the case may be), and of those Directors/Trustees
(the "Qualified Directors/Trustees") who are not interested persons (as defined
in the 1940 Act), of the Fund and have no direct or indirect financial interest
in the operations of the Distribution Plan or any agreement related to the
Distribution Plan cast in person at a meeting called for the purpose of voting
on this Agreement and shall continue in effect (unless terminated) until the
June 30th next succeeding such effective date and will continue thereafter only
if such continuance is specifically approved at least annually in the manner
heretofore specified for initial approval.  This agreement will terminate
automatically in the event of its assignment (as that term is used in the Rule)
or if the Distribution Plan is terminated.  This Agreement may also be
terminated at any time, without the payment of any penalty, on sixty (60) days
written notice to the Broker-dealer, by vote of a majority of the Qualified
Directors/Trustees or by vote of a majority (as that term is used in the Rule)
of the outstanding voting securities of the Fund.

     IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.




                                              VAN KAMPEN FUNDS INC.
- --------------------------
Broker-dealer Firm Name



- --------------------------                    By:
Firm Address                                     -------------------------
                                                 Senior Vice President


By:
   -----------------------

Title:
      --------------------

                                       2



<PAGE>   1
                                                                  EXHIBIT (m)(3)

                                    FORM OF

                             VAN KAMPEN FUNDS INC.

                       ADMINISTRATIVE SERVICES AGREEMENT


     This Agreement is entered into as of the ____ day of ____, 19__, by and
between Van Kampen Funds Inc. (the "Company") and the
undersigned (the "Intermediary").

     WHEREAS, the Company is the principal underwriter of the open-end
investment companies listed on Schedule 1 to this Agreement (hereinafter
individually the "Fund" or collectively the "Funds"); and

     WHEREAS, each respective Fund has adopted a Distribution Plan (the
"Distribution Plan") pursuant to Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"), and a Service Plan (the
"Service Plan") relating to such Fund, the Distribution Plans being described
in the Fund's Prospectus and Statement of Additional Information; and

     WHEREAS, each respective Fund's Distribution Plans authorize the Company
to enter into distribution services agreements such as this Agreement with
certain financial intermediaries selected by the Company, and the Intermediary
has been so selected; and

     WHEREAS, each respective Fund's Distribution Plans authorize the Company
to make payments at a rate specified in an agreement such as this Agreement
varying directly with the aggregate average daily net asset value of shares of
each respective Fund sold by such financial intermediary on or after the
effective date of this Agreement, as determined pursuant to Section 4 hereof,
and held at the close of each day in accounts of clients or customers of
particular intermediary, such amount being referred to herein as the "Holding
Level"; for purposes of calculating the Holding Level, shares of such Fund
which are redeemed or otherwise disposed of from any account existing prior to
such effective date shall be deemed to have been shares sold prior to such
effective date to the extent of the number of shares held in such account
immediately after the close of business on the day prior to such effective
date; and

     WHEREAS, this Agreement is a "related agreement" to the Distribution Plan
as that term is used in the Rule and is subject to all of the provisions of the
Rule as to such agreements;

     NOW, THEREFORE, the Company and the Intermediary agree as follows:

     1.  Subject to continuing compliance with its obligations pursuant to
Section 2 hereof, the Intermediary shall be entitled to distribution fee and
service fee payments, if any, to be paid by the Company with respect to each
class of the Fund's shares at the annual percentage rate of the Holding Level
set forth from time to time in the then current Prospect of the Fund on a
quarterly basis (prorated for any portion of such period during which this
Agreement is in effect for less than the full amount of such period); it is
understood and agreed that the Company may make final and binding
determinations as to whether such continuing compliance and as to whether or
not any Fund shares are to be considered in determining the Holding Level of
any particular financial intermediary and what Fund shares, if any, are to be
attributed to such purpose to a particular financial intermediary, to a
different financial intermediary or to no financial intermediary.



                                       1

<PAGE>   2

     2.  The distribution fee payments with respect to a class of the Fund's
shares to be made in accordance with Section 1 hereof, if any, shall be paid to
the Broker-Dealer as compensation for selling shares of the respective class.

     3.  In consideration for the service fee payments to be made in accordance
with Section 1 hereof, the Intermediary shall provide to its clients or
customers who hold shares of each respective Fund with respect to which
payments to the Intermediary may be made under such Fund's Distribution Plan
such services and other assistance as may from time to time be reasonably
requested by the Company, including but not limited to answering inquiries
regarding the Fund, providing information programs regarding the Fund,
assisting in selected dividend payment options, account designations and
addresses and maintaining the investment of such customer or client in the
Fund.

     4.  The Company shall have the right at any time and from time to time
without notice to the Broker-Dealer to amend its Prospectus with respect to the
amount of the service free and the amount of the distribution fee to be paid
pursuant hereto.  Such amendments shall be effective as of the date of the
amended Prospectus.

     5.  This Agreement shall go into effect on the later of the date set forth
above or the date on which it is approved by a vote of each Fund's Board of
Directors (or Trustees, as the case may be) and of those Directors/Trustees
(the "Qualified Directors/Trustees") who are not interested persons (as defined
in the 1940 Act) of the Fund and have no direct or indirect financial interest
in the operations of the Distribution Plan or any agreement related to the
Distribution Plan cast in person at a meeting called for the purpose of voting
on this Agreement and shall continue in effect (unless terminated) until the
June 30th next succeeding such effective date and will continue thereafter only
if such continuance is specifically approved at least annually in the manner
heretofore specified for initial approval.  This agreement will terminate
automatically in the event of its assignment (as that term is used in the Rule)
or if the Distribution Plan is terminated.  This Agreement may also be
terminated at any time, without the payment of any penalty, on sixty (60) days
written notice to the Intermediary, by vote of a majority of the Qualified
Directors/Trustees or by vote of a majority (as that term is used in the Rule)
of the outstanding voting securities of the Fund.

     IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.


                                    VAN KAMPEN FUNDS INC.


                                    By:
- ------------------------               ----------------------
Intermediary                            Senior Vice President




- ------------------------
Address


By:
   ---------------------
     Title







                                       2





<PAGE>   1
                                                                EXHIBIT (m)(4)
                           VAN KAMPEN TECHNOLOGY FUND
                                  SERVICE PLAN


     The plan set forth below (the "Service Plan") for the VAN KAMPEN TECHNOLOGY
FUND (the "Fund"), describes the material terms and conditions under which
assets of the Fund may be used to compensate the Fund's principal underwriter,
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act"), brokers, dealers and other financial intermediaries (collectively
"Financial Intermediaries") for providing personal services to shareholders
and/or the maintenance of shareholder accounts with respect to each of its Class
A Shares of beneficial interest (the "Class A Shares"), its Class B Shares of
beneficial interest (the "Class B Shares"), and its Class C Shares of beneficial
interest (the "Class C Shares")   The Class A Shares, Class B Shares and Class C
Shares sometimes are referred to herein collectively as the "Shares."  Each
class of Shares is offered and sold subject to a different combination of
front-end sales charges, distribution fees, service fees and contingent deferred
sales charges.(1) Classes of shares, if any, subject to a front-end sales charge
and a distribution and/or service fee are referred to herein as "Front-End
Classes" and the Shares of such classes are referred to herein as "Front-End
Shares."  Classes of shares, if any, subject to a contingent-deferred sales
charge and a distribution and or a service fee are referred to herein as "CDSC
Classes" and Shares of such classes are referred to herein as "CDSC Shares."
Classes of shares, if any, subject to a front-end sales charge, a
contingent-deferred sales charge and a distribution and/or service fee are
referred to herein as "Combination Classes" and Shares of such class are
referred to herein as "Combination Shares." adopted a distribution plan (the
"Distribution Plan") pursuant to which the Fund is authorized to expend on an
annual basis a portion of its average net assets attributable to each class of
Shares in connection with financing distribution related activities.  The Fund
also has entered into a distribution and services agreement (the "Distribution
and Services Agreement") with Van Kampen Funds, Inc. (the "Distributor"),
pursuant to which the Distributor acts as agent on behalf of the Fund in
connection with the implementation of the Service Plan and acts as the principal
underwriter with respect to each class of Shares.  The Distributor may enter
into selling agreements (the "Selling Agreements") with brokers, dealers and
other financial intermediaries ("Financial Intermediaries") in order to
implement the Distribution Agreement, the Distribution Plan and this Service
Plan.

1. The Fund hereby is authorized to pay a service fee with respect to its Class
A Shares, Class B Shares and Class C Shares to any person who sells such Shares
and provides personal services to shareholders and/or maintains shareholder
accounts in an annual amount not to exceed 0.25% of the average annual net
asset value of the Shares maintained in the Fund by such person that were sold
on or after the date on which this Service Plan was first implemented.  The
aggregate annual amount of all such payments with respect to each such class of
Shares may not exceed 0.25% of the Fund's average annual net assets
attributable to the respective class of Shares sold on or after the date on
which this Service Plan was first implemented and maintained in the Fund more
than one year.

2. Payments pursuant to this Service Plan may be paid or prepaid on behalf of
the Fund by the Distributor acting as the Fund's agent.


- --------------------------------
(1)  The Fund is authorized to offer multiple classes of shares pursuant to a
     Rule 18f-3 Plan adopted under the 1940 Act.

                                        1

<PAGE>   2


3. Payments by the Fund to the Distributor pursuant to this Service Plan shall
not be made more often than monthly upon receipt by the Fund of a separate
written expense report with respect to each class of Shares setting forth the
expenses qualifying for such reimbursement allocated to each class of Shares
and the purposes thereof.

4. In the event that amounts payable hereunder with respect to a class of
Shares do not fully reimburse the Distributor for pre-paid service fees, such
unreimbursed service fee expenses will be carried forward and paid by the Fund
hereunder in future years so long as this Service Plan remains in effect,
subject to applicable laws and regulations.  Reimbursements for service fee
related expenses payable hereunder with respect to a particular class of Shares
may not be used to subsidize services provided with respect to any other class
of Shares.

5. The Fund shall not compensate the Distributor, and neither the Fund nor the
Distributor shall compensate any Financial Intermediary, for any service
related expenses incurred with respect to a class of Shares prior to the later
of (a) the implementation of this Service Plan with respect to such class of
Shares or (b) the date that such Financial Intermediary enters into a Selling
Agreement with the Distributor.

6. The Fund hereby authorizes the Distributor to enter into Selling Agreements
with certain Financial Intermediaries to provide compensation to such Financial
Intermediaries for activities and services of the type referred to in Paragraph
1 hereof.  Prior to the implementation of a Selling Agreement, such agreement
shall be approved by a majority of the Board of Trustees of the Trust and a
majority of the Disinterested Trustees (within the meaning of the 1940 Act) by
a vote cast in person at a meeting called for the purpose of voting on such
Selling Agreements.  Such Selling Agreements shall provide that the Financial
Intermediaries shall provide the Distributor with such information as is
reasonably necessary to permit the Distributor to comply with the reporting
requirements set forth in Paragraphs 3 and 8 hereof.

7. Subject to the provisions of this Service Agreement, the Fund is hereby
authorized to pay a service fee to any person that is not an "affiliated
person" or "interested person" of the Fund or its "investment adviser" or
"principal underwriter" (as such terms are defined in the 1940 Act) who
provides any of the foregoing services for the Fund.  Such fee shall be paid
only pursuant to written agreements between the Fund and such other person the
terms of which permit payments to such person only in accordance with the
provisions of this Service Agreement and which have the approval of a majority
of the Disinterested Trustees by vote cast separately with respect to each
class of Shares and cast in person at a meeting called for the purpose of
voting on such written agreement.

8. The Fund and the Distributor shall prepare separate written reports for each
class of Shares and shall submit such reports to the Fund's Board of Trustees
on a quarterly basis summarizing all payments made by them with respect to each
class of Shares pursuant to this Service Plan and the agreements contemplated
hereby, the purposes for which such payments were made and such other
information as the Board of Trustees or the Disinterested Trustees may
reasonably request from time to time, and the Board of Trustees shall review
such reports and other information.

9. This Service Plan may be terminated with respect to a class of Shares
without penalty at any time by a majority of the Disinterested Trustees or by a
"majority of the outstanding voting securities"  of the respective class of
Shares of the Fund.

10. This Service Plan shall become effective upon its approval by (a) a
majority of the Board of Trustees and a majority of the Disinterested Trustees
by vote cast separately with respect to each class of Shares cast in person at
a meeting called for the purpose of voting on this Distribution Plan, and (b)
with respect to each class of Shares, a "majority of the outstanding voting
securities" (as such phrase is defined in the 1940 Act) of such class of Shares
voting separately as a class.

11. This Service Plan and any agreement contemplated hereby shall continue in
effect beyond the first anniversary of its adoption by the Board of Trustees of
the Fund only so long as (a) its continuation

                                      2

<PAGE>   3

is approved at least annually in the manner set forth in clause (a) of paragraph
10 above and (b) the selection and nomination of those trustees of the Fund who
are not "interested persons" of the Fund are committed to the discretion of such
trustees.

12. This Service Plan may not be amended to increase materially the maximum
amounts permitted to be expended hereunder except with the approval of a
"majority of the outstanding voting securities" of the respective class of
Shares of the Fund.  This Service Plan may not be amended in any material
respect except with the approval of a majority of the Disinterested Trustees.
Amendments required to conform this Service Plan to changes in Rule 12b-1 under
the 1940 Act, the rules and regulations thereunder or the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. shall not be
deemed to be material amendments.

     The Trustees of the Trust have adopted this Service Plan as trustees under
the Declaration of Trust of the Trust and the policies of the Trust adopted
hereby are not binding upon any of the Trustees or shareholders of the Trust
individually, but bind only the trust estate.

                                       3



<PAGE>   1

                                                                    EXHIBIT (O)


                                   AMENDED
                                MULTI-CLASS PLAN

                                      FOR

                           VAN KAMPEN FAMILY OF FUNDS


         This Plan is adopted pursuant to Rule 18f-3 under the Act to provide
for the issuance and distribution of multiple classes of shares by each of the
Funds in accordance with the terms, procedures and conditions set forth below.
A majority of the Trustees of the Funds, including a majority of the Trustees
who are not interested persons of the Funds within the meaning of the Act,
found this Multi-Class Plan, including the expense allocations, to be in the
best interest of each Fund and each Class of Shares of each Fund.  The Fund
adopted this Plan on January 26, 1996 and amended the Plan as of January 1,
1997.

     A.  Definitions.  As used herein, the terms set forth below shall have the
         meanings ascribed to them below.

         1.   The Act - Investment Company Act of 1940, as amended.

         2.   CDSC - contingent deferred sales charge.

         3.   CDSC Period - the period of years following acquisition during
              which Shares are assessed a CDSC upon redemption.

         4.   Class - a class of Shares of a Fund.

         5.   Class A Shares - shall have the meaning ascribed in Section B. 1.

         6.   Class B Shares - shall have the meaning ascribed in Section B. 1.

         7.   Class C Shares - shall have the meaning ascribed in Section B. 1.

         8.   Distribution Expenses - expenses incurred in activities which are
              primarily intended to result in the distribution and sale of
              Shares as defined in a Plan of Distribution and/or board
              resolutions.

         9.   Distribution Fee - a fee paid by a Fund to the Distributor in
              reimbursement of Distribution Expenses.

         10.  Distributor - Van Kampen American Capital Distributors, Inc.

         11.  Fund - an investment company listed on Exhibit A hereto and each
              series thereof.

         12.  Money Market Fund - Van Kampen American Capital Reserve Fund or
              Van Kampen American Capital Tax Free Money Market Fund.
<PAGE>   2


         13.  Plan of Distribution - Any plan adopted under Rule 12b-1 under the
              Act with respect to payment of a Distribution Fee.

         14.  Service Fee - a fee paid to financial intermediaries for the
              ongoing provision of personal services to Fund shareholders and/or
              the maintenance of shareholder accounts.

         15.  Share - a share of beneficial interest in a Fund.

         16.  Trustees - the trustees of a Fund.

     B.  Classes.  Each Fund may offer three Classes as follows:

          1.  Class A Shares.  Class A Shares shall be offered at net asset
              value plus a front-end sales charge as approved from time to
              time by the Trustees and set forth in the Funds' prospectus,
              which may be reduced or eliminated for Money Market Funds,
              larger purchases, under a combined purchase privilege, under a
              right of accumulation, under a letter of intent or for certain
              categories of purchasers as permitted by Rule 22(d) of the Act
              and as set forth in the Fund's prospectus.  Class A Shares that
              are not subject to a front-end sales charge as a result of the
              foregoing, may be subject to a CDSC for the CDSC Period set forth
              in Section D.1.  The offering price of Shares subject to a
              front-end sales charge shall be computed in accordance with Rule
              22c-1 and Section 22(d) of the Act and the rules and regulations
              thereunder. Class A Shares shall be subject to ongoing Service
              Fees approved from time to time by the Trustees and set forth in
              the Funds' prospectus.  Although shares of Van Kampen American
              Capital Tax Free Money Market Fund are not designated as "Class A"
              they are substantially similar to Class A Shares as defined herein
              and shall be treated as Class A shares for the purposes of this
              Plan.

          2.  Class B Shares.  Class B Shares shall be (1) offered at net asset
              value, (2) subject to a CDSC for the CDSC Period set forth in
              Section D. 1, (3) subject to ongoing Service Fees and
              Distribution Fees  approved from time to time by the Trustees and
              set forth in the Funds' prospectus and (4) converted to Class A
              Shares three to ten years after the calendar month in which the
              shareholder's order to purchase was accepted, which number of
              years shall be as approved from time to time by the Trustees and
              set forth in the respective Fund's prospectus.

          3.  Class C Shares.  Class C Shares shall be  (1) offered at net
              asset value, (2) subject to a CDSC for the CDSC Period set forth
              in Section D. 1. , (3) subject to ongoing Service Fees and
              Distribution Fees approved from time to time by the Trustees and
              set forth in the Funds' prospectus and (4) prior to January 1,
              1997, converted to Class A Shares eight to fifteen years after
              the calendar month in which the shareholder's order to purchase
              was accepted, which number of years shall be as approved from
              time to time by the Trustees and set forth in the respective
              Fund's prospectus.





<PAGE>   3


      C. Rights and Privileges of Classes.  Each Class of each Fund will
         represent an interest in the same portfolio of investments of that
         Fund and will have identical voting, dividend, liquidation and other
         rights, preferences, powers, restrictions, limitations,
         qualifications, designations and terms and conditions except as
         described otherwise herein.


      D. CDSC.  A CDSC may be imposed upon redemption of Class A Shares, Class
         B Shares and Class C Shares that do not incur a front end sales charge
         subject to the following conditions:

         1.  CDSC Period.  The CDSC Period for Class A Shares and Class C Shares
             shall be one year.  The CDSC Period for Class B Shares shall be at
             least three but not more than ten years as recommended by the
             Distributor and approved by the Trustees.

         2.  CDSC Rate.  The CDSC rate shall be recommended by the Distributor
             and approved by the Trustees.  If a CDSC is imposed for a period
             greater than one year the CDSC rate must decline during the CDSC
             Period such that (a) the CDSC rate is less in the last year of the
             CDSC Period than in the first and (b) in each succeeding year the
             CDSC rate shall be less than or equal to the CDSC rate in the
             preceding year.

         3.  Disclosure and Changes.  The CDSC rates and CDSC Period shall be
             disclosed in a Fund's prospectus and may be decreased at the
             discretion of the Distributor but may not be increased unless
             approved as set forth in Section L.

         4.  Method of Calculation.  The CDSC shall be assessed on an amount
             equal to the lesser of the then current market value or the cost of
             the Shares being redeemed.  No sales charge shall be imposed on
             increases in the net asset value of the Shares being redeemed above
             the initial purchase price.  No CDSC shall be assessed on Shares
             derived from reinvestment of dividends or capital gains
             distributions.  The order in which Class B Shares and Class C
             Shares are to be redeemed when not all of such Shares would be
             subject toa CDSC shall be as determined by the Distributor in
             accordance with the provisions of Rule 6c-10 under the Act.

         5.  Waiver.  The Distributor may in its discretion waive a CDSC
             otherwise due upon the redemption of Shares under circumstances
             previously approved by the Trustees and disclosed in the Fund's
             prospectus or statement of additional information and as allowed
             under Rule 6c-10 under the Act.

         6.  Calculation of offering price. The offering price of Shares subject
             to a CDSC shall be computed in accordance with Rule 22c-1 and
             Section 22(d) of the Act and the rules and regulations thereunder.

         7.  Retention by Distributor.  The CDSC paid with respect to Shares of
             a Fund may be retained by the Distributor to reimburse the
             Distributor for commissions paid by it in





<PAGE>   4


            connection with the sale of Shares subject to a CDSC and
            Distribution Expenses to the extent of such commissions and
            Distribution Expenses eligible for reimbursement and approved by
            the Trustees.

     E.  Service and Distribution Fees.  Class A Shares shall be subject to a
         Service Fee and Class B and Class C Shares shall be subject to a
         Service Fee and a Distribution Fee.  The Service Fee applicable to any
         class shall not exceed 0.25% per annum of the average daily net assets
         of the Class and the Distribution Fee shall not exceed 0.75% per annum
         of the average daily net assets of the Class.  All other terms and
         conditions with respect to Service Fees and Distribution Fees shall be
         governed by the plans adopted by the Fund with respect to such fees
         and Rule 12b-1 of the Act.

     F.  Conversion.  Shares purchased through the reinvestment of dividends
         and distributions paid on Shares subject to conversion shall be
         treated as if held in a separate sub-account .  Each time any Shares
         in a Shareholder's  account (other than Shares held in the sub-
         account) convert to Class A Shares, a proportionate number of Shares
         held in the sub-account shall also convert to Class A Shares.  All
         conversions shall be effected on the basis of the relative net asset
         values of the two Classes without the imposition of any sales load or
         other charge.  So long as any Class of Shares converts into Class A
         Shares, the Distributor shall waive or reimburse each Fund, or take
         such other actions with the approval of the Trustees as may be
         reasonably necessary, to ensure the expenses, including payments
         authorized under a Plan of Distribution, applicable to the Class A
         Shares are not higher than the expenses, including payments authorized
         under the Plan of Distribution, applicable to the class of shares
         converting into Class A Shares.

     G.  Allocation of Expenses, Income and Gains Among Classes.

         1.   Expenses applicable to a particular class.  Each Class of each
              Fund shall pay any Service Fee, Distribution Fee and CDSC
              applicable to that Class.  Other expenses applicable to a
              particular Class such as incremental transfer agency fees, but not
              including advisory or custodial fees or other expenses related to
              the management of the Fund's assets,  shall be allocated between
              Classes in different amounts if they are actually incurred in
              different amounts by the Classes or the Classes receive services
              of a different kind or to a different degree than other Classes.

         2.   Distribution Expenses.  Distribution Expenses actually
              attributable to the sale of all Classes shall be allocated to each
              Class based upon the ratio which sales of each Class bears to the
              sales of all Shares of the Fund.  For this purpose, Shares issued
              upon reinvestment of dividends or distributions, upon conversion
              from Class B Shares or Class C Shares to Class A Shares or upon
              stock splits will not be considered sales.

         3.   Income, capital gains and losses, and other expenses applicable to
              all Classes. Income, realized and unrealized capital gains and
              losses, and expenses such as advisory fees applicable to all
              Classes shall be allocated to each Class on the basis of the net
              asset value of that Class in relation to the net asset value of
              the Fund.





<PAGE>   5


         4.   Determination of nature of expenses.  The Trustees shall determine
              in their sole discretion whether any expense other than those
              listed herein is properly treated as attributed to a particular
              Class or all Classes.

     H.  Exchange Privilege.  Exchanges of Shares shall be permitted between
         Funds as follows.

         1.    General.  Shares of one Fund may be exchanged for Shares of the
               same Class of another Fund at net asset value and without sales
               charge, provided that

               a. The Distributor may specify that certain Funds may not be
                  exchanged within a designated period, which shall not exceed
                  90 days, after acquisition without prior Distributor approval.

               b. Class A Shares of a Money Market Fund  that were not acquired
                  in exchange for Class B or Class C Shares of a Fund may be
                  exchanged for Class A Shares of another Fund only upon payment
                  of the excess, if any, of the sales charge rate applicable to
                  the Shares being acquired over the sales charge rate
                  previously paid.

               c. Shares of a Money Market Fund acquired through an exchange of
                  Class B Shares or Class C Shares may be exchanged only for the
                  same Class of another Fund as the Class they were acquired in
                  exchange for or any Class into which those shares were
                  converted.

         2.    Target Fund.  Shares of Van Kampen American Capital Government
               Target Fund may be exchanged for Class A Shares of a Fund.

         3.    CDSC Computation.  The acquired Shares will remain subject to the
               CDSC rate schedule and CDSC Period for the original Fund upon the
               redemption of the Shares from the Van Kampen American Capital
               complex of funds. For purposes of computing the CDSC payable on a
               disposition of the new Shares, the holding period for the
               original Shares shall be added to the holding period of the new
               Shares.

     I.  Voting Rights of Classes.

         1.    Shareholders of each Class shall have exclusive voting rights on
               any matter submitted to them that relates solely to the Plan of
               Distribution related to that Class, provided that

               a.  If any amendment is proposed to the plan under which Service
                   Fees are paid with respect to Class A Shares of a Fund that
                   would increase materially the amount to be borne by Class A
                   Shares under that plan, then no Class B Shares or Class C
                   Shares shall convert into Class A Shares of that Fund until
                   the holders of Class B Shares and Class C Shares of that Fund
                   have also approved the proposed amendment.





<PAGE>   6


             b.  If the holders of either the Class B Shares and/or Class C
                 Shares referred to in subparagraph a. do not approve the
                 proposed amendment, the Trustees of the Fund and the
                 Distributor shall take such action as is necessary to ensure
                 that the Class voting against the amendment shall convert into
                 another Class identical in all material respects to Class A
                 Shares of the Fund as constituted prior to the amendment.

         2.  Shareholders shall have separate voting rights on any matter
             submitted to shareholders in which the interest of one Class
             differs from the interests of any other Class.

     J.  Dividends.  Dividends paid by a Fund with respect to each Class, to
         the extent any dividends are paid, will be calculated in the same
         manner at the same time on the same day and will be in substantially
         the same amount, except any Distribution Fees,Service Fees or
         incremental expenses relating to a particular Class will be borne
         exclusively by that Class.


     K.  Reports to Trustees.  The Distributor shall provide to the Trustees of
         each Fund quarterly and annual statements concerning distribution and
         Shareholder servicing expenditures complying with paragraph (b)(3)(ii)
         of Rule 12b-1 of the Act, as it may be amended from time to time.  The
         Distributors  also shall provide the Trustees such information as the
         Trustees may from time to time deem to be reasonably necessary to
         evaluate this Plan.

     L.  Amendment.  Any material amendment to this Plan shall be approved by
         the affirmative vote of a majority of the Trustees of a Fund,
         including the affirmative vote of the trustees of the Fund
         who are not interested persons of the Fund, except that any amendment
         that increases the CDSC rate schedule or CDSC Period must also be
         approved by the affirmative vote of a majority of the Shares of the
         affected Class.   The Distributor shall provide the Trustees such
         information as may be reasonably necessary to evaluate any amendment
         to this Plan.






<PAGE>   1
                                                                     Exhibit (p)

                               POWER OF ATTORNEY

     The undersigned, being Officers and Trustees of the Van Kampen Equity Trust
II, on behalf of its series, Van Kampen Technology Fund, a Delaware business
trust, do hereby, in the capacities shown below, appoint Dennis J. McDonnell
and A. Thomas Smith III, each of Oakbrook Terrace, Illinois, as agents and
attorneys-in-fact with full power of substitution and resubstitution, for each
of the undersigned, to execute and deliver, for and on behalf of the
undersigned, any and all amendments to the Registration Statement filed by each
Trust or the Corporation with the Securities and Exchange Commission pursuant
to the provisions of the Securities Act of 1933 and the Investment Company Act
of 1940.

     This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original, but which taken together shall constitute
one instrument.

Dated:  May 26, 1999

Signature                                    Title
- ---------                                    -----

/s/ John L. Sullivan                    Vice President, Chief Financial Officer
- ------------------------------          and Treasurer
    John L. Sullivan

/s/ J. Miles Branagan                   Trustee
- ------------------------------
    J. Miles Branagan

/s/ Jerry D. Choate                     Trustee
- ------------------------------
    Jerry D. Choate

/s/ Linda Hutton Heagy                  Trustee
- -----------------------------
    Linda Hutton Heagy

/s/ R. Craig Kennedy                    Trustee
- -----------------------------
    R. Craig Kennedy

/s/ Mitchell M. Merin                   Trustee
- -----------------------------
    Mitchell M. Merin

/s/ Jack E. Nelson                      Trustee
- -----------------------------
    Jack E. Nelson

/s/ Richard F. Powers, III              Trustee and President
- -----------------------------
    Richard F. Powers, III

/s/ Phillip B. Rooney                   Trustee
- -----------------------------
    Phillip B. Rooney

/s/ Fernando Sisto                      Trustee
- -----------------------------
    Fernando Sisto, Sc. D.

/s/ Wayne W. Whalen                     Trustee
- -----------------------------
    Wayne W. Whalen

/s/ Suzanne H. Woolsey                  Trustee
- -----------------------------
    Suzanne H. Woolsey

/s/ Paul G. Yovovich                    Trustee
- -----------------------------
    Paul G. Yovovich


<PAGE>   1
                                                                  EXHIBIT (z)(1)



                 Van Kampen U.S. Government Trust
                    Van Kampen U.S. Government Fund
                 Van Kampen Tax Free Trust
                    Van Kampen Insured Tax Free Income Fund
                    Van Kampen Tax Free High Income Fund
                    Van Kampen California Insured Tax Free Fund
                    Van Kampen Municipal Income Fund
                    Van Kampen Intermediate Term Municipal Income Fund
                    Van Kampen Florida Insured Tax Free Income Fund
                    Van Kampen New York Tax Free IncomeFund
                    Van Kampen California Tax Free Income Fund*
                    Van Kampen Michigan Tax Free Income Fund*
                    Van Kampen Missouri Tax Free Income Fund*
                    Van Kampen Ohio Tax Free Income Fund*
                 Van Kampen Trust
                    Van Kampen High Yield Fund
                    Van Kampen Short-Term Global Income Fund
                    Van Kampen Strategic Income Fund
                 Van Kampen Equity Trust
                    Van Kampen Aggressive Growth Fund
                    Van Kampen Great American Companies Fund*
                    Van Kampen Growth Fund
                    Van Kampen Mid Cap Value Fund*
                    Van Kampen Prospector Fund*
                    Van Kampen Small Cap Value Fund*
                    Van Kampen Utility Fund
                 Van Kampen Equity Trust II
                    Van Kampen Technology Fund*
                 Van Kampen Pennsylvania Tax Free Income Fund
                 Van Kampen Tax Free Money Fund
                 Van Kampen Prime Rate Income Trust
                 Van Kampen Senior Floating Rate Fund
                 Van Kampen Comstock Fund
                 Van Kampen Corporate Bond Fund
                 Van Kampen Emerging Growth Fund
                 Van Kampen Enterprise Fund
                 Van Kampen Equity Income Fund
                 Van Kampen Exchange Fund
                 The Explorer Institutional Trust
                    Explorer Institutional Active Core Fund
                    Explorer Institutional Limited Duration Fund







<PAGE>   2







                 Van Kampen Limited Maturity Government Fund
                 Van Kampen Global Managed Assets Fund
                 Van Kampen Government Securities Fund
                 Van Kampen Growth and Income Fund
                 Van Kampen Harbor Fund
                 Van Kampen High Income Corporate Bond Fund
                 Van Kampen Life Investment Trust on behalf of its series
                     Asset Allocation Portfolio
                     Comstock Portfolio*
                     Domestic Income Portfolio
                     Emerging Growth Portfolio
                     Enterprise Portfolio
                     Global Equity Portfolio
                     Government Portfolio
                     Growth and Income Portfolio
                     Money Market Portfolio
                     Strategic Stock Portfolio
                     Morgan Stanley Real Estate Securities Portfolio
                 Van Kampen Pace Fund
                 Van Kampen Real Estate Securities Fund
                 Van Kampen Reserve Fund
                 Van Kampen Tax - Exempt Trust
                     Van Kampen High Yield Municipal Fund
                 Van Kampen U.S. Government Trust for Income
                 Van Kampen World Portfolio Series Trust
                     Van Kampen Global Government Securities Fund
                 Van Kampen Series Fund, Inc.
                     Van Kampen Aggressive Equity Fund
                     Van Kampen American Value Fund
                     Van Kampen Asian Growth Fund
                     Van Kampen Emerging Markets Debt Fund*
                     Van Kampen Emerging Markets Fund
                     Van Kampen Equity Growth Fund
                     Van Kampen European Equity Fund
                     Van Kampen Global Equity Allocation Fund
                     Van Kampen Global Equity Fund
                     Van Kampen Global Fixed Income Fund
                     Van Kampen Global Franchise Fund
                     Morgan Stanley Government Obligations Money Market Fund
                     Van Kampen Growth and Income Fund II*
                     Van Kampen High Yield & Total Return Fund
                     Van Kampen International Magnum Fund
                     Van Kampen Japanese Equity Fund*
                     Van Kampen Latin American Fund
                     Van Kampen Mid Cap Growth Fund*
                     Morgan Stanley Money Market Fund
                     Morgan Stanley Tax-Free Money Market Fund*
                     Van Kampen Value Fund
                     Van Kampen Worldwide High Income Fund



<PAGE>   3


<TABLE>
<S>                                                                                 <C>
              Insured Municipals Income Trust                                           Series 410
              Strategic Municipal Trust, Intermediate                                   Series 2
              California Insured Municipals Income Trust                                Series 180
              Florida Insured Municipals Income Trust                                   Series 126
              Michigan Insured Municipals Income Trust                                  Series 156
              Missouri Insured Municipals Income Trust                                  Series 111
              New Jersey Insured Municipals Income Trust                                Series 127
              New York Insured Municipals Income Trust                                  Series 148
              Pennsylvania Insured Municipals Income Trust                              Series 242
              Tennessee Investors' Quality Tax-Exempt Trust                             Series 1
              Internet Trust                                                            Series 14
              The Dow(SM)Strategic 10 Trust                                             May 1999
                                                                                        Series
              The Dow(SM)Strategic 10 Trust                                             May 1999
                                                                                    Traditional Series
              The Dow(SM)Strategic 5 Trust                                              May 1999
                                                                                        Series
              The Dow(SM)Strategic 5 Trust                                              May 1999
                                                                                    Traditional Series
              EAFE Strategic 20 Trust                                                   May 1999
                                                                                        Series
              EURO Strategic 20 Trust                                                   May 1999
                                                                                        Series
              Strategic Picks Opportunity Trust                                         May 1999
                                                                                        Series
              Great International Firms Trust                                           Series 8
              Dow 30 Index Trust                                                        Series 7
              Dow 30 Index and Treasury Trust                                           Series 9
              Global Energy Trust                                                       Series 8
              Brand Name Equity Trust                                                   Series 9
              Edward Jones Select Growth Trust                                          May 1999
                                                                                        Series
              Banking Trust                                                             Series 6
              Morgan Stanley High-Technology 35 Index Trust                             Series 6
              Pharmaceuticals Trust                                                     Series 6
              Telecommunications and Bandwidth Trust                                    Series 6
              Utility Trust                                                             Series 6
              Financial Services Trust                                                  Series 4
              Roaring 2000s Trust                                                       Series 2
              Roaring 2000s Trust Traditional                                           Series 1
              Josepthal - Research Series Power Portfolio                               Series 1
              Josepthal - Research Series The Online Portfolio 1                        Series 1
              NatCity - Great American Equities Trust                                   Series 2
              Baird - Financial Institutions Trust                                      1999 Series
</TABLE>




             * Funds that have not commenced investment operations.


<PAGE>   1
                                                                 EXHIBIT (z) (2)
<TABLE>




<S>                                 <C>                                               <C>
Richard F. Powers III               Chairman & Chief Executive Officer                Oakbrook Terrace, IL
John H. Zimmerman III               President                                         Oakbrook Terrace, IL

A. Thomas Smith III                 Executive Vice President, General                 Oakbrook Terrace, IL
                                    Counsel & Secretary;
                                    Vice President and Secretary of the Funds
William R. Rybak                    Executive Vice President & Chief
                                    Financial Officer                                 Oakbrook Terrace, IL
Michael H. Santo                    Executive Vice President & Chief
                                    Administrative Officer                            Oakbrook Terrace, IL
Paul R. Wolkenberg                  Executive Vice President:                         Oakbrook Terrace, IL
                                    Vice President of the Funds

Laurence J. Althoff                 Sr. Vice President & Controller                   Oakbrook Terrace, IL
James J. Boyne                      Sr. Vice President, Associate General             Oakbrook Terrace, IL
                                    Counsel & Assistant Secretary
Gary R. DeMoss                      Sr. Vice President                                Oakbrook Terrace, IL
John E. Doyle                       Sr. Vice President                                Oakbrook Terrace, IL
Richard G. Golod,                   Sr. Vice President                                Annapolis, MD
Steven T. Johnson                   Sr. Vice President                                Oakbrook Terrace, IL
Scott E. Martin                     Sr. Vice President, Deputy General                Oakbrook Terrace, IL
                                    Counsel & Assistant Secretary;
                                    Assistant Secretary of the Funds
Walter E. Rein                      Sr. Vice President                                Oakbrook Terrace, IL
James J. Ryan                       Sr. Vice President                                Oakbrook Terrace, IL
Colette M. Saucedo                  Sr. Vice President                                Houston, TX
Frederick Shepherd                  Sr. Vice President                                Houston, TX
Steven P. Sorenson                  Sr. Vice President                                Oakbrook Terrace, IL
Robert S. West                      Sr. Vice President                                Oakbrook Terrace, IL
Patrick J. Woelfel                  Sr. Vice President                                Oakbrook Terrace, IL
Edward G. Wood, III                 Sr. Vice President and
                                    Chief Operating Officer;                          Oakbrook Terrace. IL
                                    Vice President of the Funds

Patricia A. Bettlach                First Vice President                              Chesterfield, MO
Glenn M. Cackovic                   First Vice President                              Laguna Niguel, CA
Eric J. Hargens                     First Vice President                              Orlando, FL
Gregory Heffington                  First Vice President                              Ft. Collins, CO
David S. Hogaboom                   First Vice President                              Oakbrook Terrace, IL
Robert S. Hunt                      First Vice President                              Phoenix, AZ
Dominic C. Martellaro               First Vice President                              Danville, CA
Carl Mayfield                       First Vice President                              Lakewood, CO
Mark R. McClure                     First Vice President                              Oakbrook Terrace, IL
Maura A. McGrath                    First Vice President                              New York, NY
Robert F. Muller                    First Vice President                              Houston, TX
Thomas Rowley                       First Vice President                              St. Louis, MO
Andrew J. Scherer                   First Vice President                              Oakbrook Terrace, IL
</TABLE>




<PAGE>   2
<TABLE>


<S>                                 <C>                                               <C>
James D. Stevens                    First Vice Presdent                               North Andover, MA
George J. Vogel                     First Vice President                              Oakbrook Terrace, IL
James R. Yount                      First Vice President                              Mercer Island, WA

Robert J. Abreu                     Vice President                                    New York, NY
James K. Ambrosio                   Vice President                                    Massapequa, NY
Brian P. Arcara                     Vice President                                    Buffalo, NY
Timothy R. Armstrong                Vice President                                    Wellington, FL
Shakeel Anwar Barkat                Vice President                                    Wellington, FL
Scott C. Bemstiel                   Vice President                                    Plainsboro, NJ
Carol S. Biegel                     Vice President                                    Oakbrook Terrace, IL
Christopher M. Bisaillon            Vice President                                    Oakbrook Terrace, IL
Michael P. Boos                     Vice President                                    Oakbrook Terrace, IL
Robert C. Brooks                    Vice President                                    Oakbrook Terrace, IL
Elizabeth M. Brown                  Vice President                                    Houston, TX
William F. Burke, Jr.               Vice President                                    Mendham, NJ
Loren Burket                        Vice President                                    Plymouth, MN
Juanita E. Buss                     Vice President                                    Kennesaw, GA
Christine Cleary Byrum              Vice President                                    Tampa, FL
Daniel R. Chambers                  Vice President                                    Austin, TX
Richard J. Charlino                 Vice President                                    Oakbrook Terrace, IL
Deanne Margaret Chiaro              Vice President                                    Oakbrook Terrace, IL
Scott A. Chriske                    Vice President                                    Plano, TX
German Clavijo                      Vice President                                    Atlanta, GA
Eleanor M. Cloud                    Vice President                                    Oakbrook Terrace, IL
Dominick Cogliandro                 Vice President & Asst. Treasurer                  New York, NY
Michael Colston                     Vice President                                    Louisville, KY
Kevin J. Connors                    Vice President                                    Oakbrook Terrace, IL
Suzanne Cummings                    Vice President                                    Oakbrook Terrace, IL
Nicholas Dalmaso                    Vice President, Associate General                 Oakbrook Terrace, IL
                                    Counsel & Asst. Secretary;
                                    Assistant Secretary of the Funds
Michael E. Eccleston                Vice President                                    Oakbrook Terrace, IL
Christopher J. Egan                 Vice President                                    Oakbrook Terrace, IL
William J. Fow                      Vice President                                    Redding, CT
Nicholas J. Foxhoven                Vice President                                    Englewood, CO
Charles Friday                      Vice President                                    Gibsonia, PA
Timothy D. Griffith                 Vice President                                    Kirkland, WA
Kyle D. Haas                        Vice President                                    Oakbrook Terrace, IL
Daniel Hamilton                     Vice President                                    Austin, TX
John G. Hansen                      Vice President                                    Oakbrook Terrace, IL
Joseph Hays                         Vice President                                    Cherry Hill, NJ
Michael D. Hibsch                   Vice President                                    Oakbrook Terrace, IL
Susan J. Hill                       Vice President                                    Oakbrook Terrace, IL
Thomas R. Hindelang                 Vice President                                    Gilbert, AZ
Bryn M. Hoggard                     Vice President                                    Houston, TX
Michelle Huber                      Vice President                                    Oakbrook Terrace, IL
Michael B. Hughes                   Vice President                                    Oakbrook Terrace, IL
Lowell Jackson                      Vice President                                    Norcross, GA
Kevin G. Jajuga                     Vice President                                    Baltimore, MD
Dana R. Klein                       Vice President                                    Oakbrook Terrace, IL
</TABLE>



<PAGE>   3
<TABLE>


<S>                                 <C>                                           <C>
Frederick Kohly                     Vice President                                    Miami, FL
Paul Koleda                         Vice President                                    Denver, CO
David R. Kowalski                   Vice President & Director of Compliance           Oakbrook Terrace, IL
Patricia D. Lathrop                 Vice President                                    Tampa, FL
Brian Laux                          Vice President                                    Staten Island, NY
Tony E. Leal                        Vice President                                    Daphne, AL
S. William Lehew III                Vice President                                Charlotte, NC
Eric Levinson                       Vice President                                San Francisco, CA
Jonathan Linstra                    Vice President                                Oakbrook Terrace, IL
Richard M. Lundgren                 Vice President                                Oakbrook Terrace, IL
Walter Lynn                         Vice President                                Flower Mound, TX
Linda S. MacAyeal                   Vice President                                Oakbrook Terrace, IL
Kevin S. Marsh                      Vice President                                Bellevue, WA
Brooks D. McCartney                 Vice President                                Puyallup, WA
Anne Therese McGrath                Vice President                                Los Gatos, CA
John Mills                          Vice President                                Kenner, LA
Stuart R. Moehlman                  Vice President                                Houston, TX
Ted Morrow                          Vice President                                Dallas, TX
Peter Nicholas                      Vice President                                Beverly, MA
Steven R. Norvid                    Vice President                                Oakbrook Terrace, IL
Gregory S. Parker                   Vice President                                Houston, TX
Christopher Petrungaro              Vice President                                Oakbrook Terrace, IL
Richard J. Poli                     Vice President                                Philadelphia, PA
Ronald E. Pratt                     Vice President                                Marietta, GA
Daniel D. Reams                     Vice President                                Royal Oak, MI
Michael W. Rohr                     Vice President                                Oakbrook Terrace. IL
Jeffrey L. Rose                     Vice President                                Houston, TX
Suzette N. Rothberg                 Vice President                                Plymouth, MN
Jeffrey Rourke                      Vice President                                Oakbrook Terrace, IL
Heather R. Sabo                     Vice President                                Richmond, VA
Stephanie Scarlata                  Vice President                                Bedford Corners, NY
Christina L. Schmieder              Vice President                                Oakbrook Terrace, IL
Timothy M. Scholten                 Vice President                                Oakbrook Terrace, IL
Ronald J. Schuster                  Vice President                                Tampa, FL
Gwen L. Shaneyfalt                  Vice President                                Oakbrook Terrace, IL
Jeffrey C. Shirk                    Vice President                                Swampscott, MA
Traci T. Sorenson                   Vice President                                Oakbrook Terrace, IL
Darren D. Stabler                   Vice President                                Phoenix, AZ
Christopher J. Staniforth           Vice President                                Leawood, KS
Richard Stefanec                    Vice President                                Los Angles, CA
William C. Strafford                Vice President                                Granger, IN
Mark A. Syswerda                    Vice President                                Oakbrook Terrace, IL
Charles S. Thompson                 Vice President                                Oakbrook Terrace, IL
John F. Tierney                     Vice President                                Oakbrook Terrace, IL
Curtis L. Ulvestad                  Vice President                                Red Wing, MN
Daniel B. Waldron                   Vice President                                Oakbrook Terrace, IL
David G. Walsh                      Vice President                                Exton, PA
Jeff Warland                        Vice President                                Oakbrook Terrace, IL
Weston B. Wetherell                 Vice President, Assoc. General                Oakbrook Terrace, IL
                                    Counsel & Asst. Secretary;
                                    Assistant Secretary of the Funds
</TABLE>


<PAGE>   4

<TABLE>

<S>                                 <C>                                           <C>
Frank L. Wheeler                    Vice President                                Oakbrook Terrace, IL
Harold Whitworth, III               Vice President                                Oakbrook Terrace, IL
Thomas M. Wilson                    Vice President                                Oakbrook Terrace, IL
Barbara A. Withers                  Vice President                                Oakbrook Terrace, IL
David M. Wynn                       Vice President                                Phoenix, AZ
Patrick M. Zacchea                  Vice President                                Oakbrook Terrace, IL

Scott F. Becker                     Asst. Vice President                          Oakbrook Terrace, IL
Andree Beckham                      Asst. Vice President                          Oakbrook Terrace, IL
Brian E. Binder                     Asst. Vice President                          Oakbrook Terrace, IL
Joan E. Blackwood                   Asst. Vice President                          Oakbrook Terrace, IL
Billie J. Bronaugh                  Asst. Vice President                          Houston, TX
Gregory T. Brunk                    Asst. Vice President                          Oakbrook Terrace, IL
Lynn Chadderton                     Asst. Vice President                          Valrico, FL
Amy Cooper                          Asst. Vice President                          Oakbrook Terrace, IL
Gina Costello                       Asst. Vice President                          Oakbrook Terrace, IL
Sarah K. Geiser                     Asst. Vice President                          Oakbrook Terrace, IL
Walter C. Gray                      Asst. Vice President                          Oakbrook Terrace, IL
Laurie L. Jones                     Asst. Vice President                          Houston, TX
Robin R. Jordan                     Asst. Vice President                          Oakbrook Terrace, IL
Ivan R. Lowe                        Asst. Vice President                          Houston, TX
Barbara Novak                       Asst. Vice President                          Oakbrook Terrace, IL
Christine K. Putong                 Asst. Vice President & Asst. Secretary        Oakbrook Terrace, IL
Andrew Rakowski                     Asst. Vice President                          Oakbrook Terrace, IL
Leah Richardson                     Asst. Vice President                          Oakbrook Terrace, IL
David P. Robbins                    Asst. Vice President                          Oakbrook Terrace, IL
Regina Rosen                        Asst. Vice President                          Oakbrook Terrace, IL
Pamela S. Salley                    Asst. Vice President                          Houston, TX
Vanessa M. Sanchez                  Asst. Vice President                          Oakbrook Terrace, IL
Thomas J. Sauerborn                 Asst. Vice President                          New York, NY
Bruce Saxon                         Asst. Vice President                          Oakbrook Terrace, IL
David T. Saylor                     Asst. Vice President                          Oakbrook Terrace, IL
Lisa Schultz                        Asst. Vice President                          Oakbrook Terrace, IL
Lauren B. Sinai                     Asst. Vice President                          Oakbrook Terrace, IL
Kristen L. Transier                 Asst. Vice President                          Houston, TX
Michael Trizil                      Asst. Vice President                          Oakbrook Terrace, IL
David H. Villarreal                 Asst. Vice President                          Oakbrook Terrace, IL
Sharon M. C. Wells                  Asst. Vice President                          Oakbrook Terrace, IL
Aimee Williams                      Asst. Vice President                          Oakbrook Terrace, IL

Cathy Napoli                        Assistant Secretary                           Oakbrook Terrace, IL
Diane Saxon                         Assistant Treasurer                           Oakbrook Terrace, IL
John Browning                       Officer                                       Oakbrook Terrace, IL
Leticia George                      Officer                                       Houston, TX
William D. McLaughlin               Officer                                       Houston, TX
Rebecca Newman                      Officer                                       Houston, TX
Theresa M. Renn                     Officer                                       Oakbrook Terrace, IL
Larry Vickrey                       Officer                                       Houston, TX
John Yovanovic                      Officer                                       Houston, TX
William R. Rybak                    Treasurer                                     Oakbrook Terrace, IL
Richard F. Powers III               Director                                      Oakbrook Terrace, IL
</TABLE>

<PAGE>   5

<TABLE>

<S>                                 <C>                                           <C>
A. Thomas Smith III                 Director                                      Oakbrook Terrace, IL
William R. Rybak                    Director                                      Oakbrook Terrace, IL
Michael H. Santo                    Director                                      Oakbrook Terrace, IL
John H. Zimmerman III               Director                                      Oakbrook Terrace, IL
</TABLE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission