VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST
497, 1998-10-14
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<PAGE>   1
 
- --------------------------------------------------------------------------------
                   VAN KAMPEN HIGH INCOME CORPORATE BOND FUND
- --------------------------------------------------------------------------------
 
    Van Kampen High Income Corporate Bond Fund (the "Fund") is a diversified,
open-end management investment company, commonly known as a mutual fund. The
Fund's primary investment objective is to maximize current income. Capital
appreciation is a secondary objective which is sought only when consistent with
the primary investment objective. The Fund seeks to achieve its investment
objectives by investing primarily in high yielding, high risk fixed-income
securities. SUCH SECURITIES ARE REGARDED BY THE RATING AGENCIES AS SPECULATIVE
WITH RESPECT TO THE ISSUER'S CONTINUING ABILITY TO MEET PRINCIPAL AND INTEREST
PAYMENTS. See "Investment Objectives and Policies--Risk Factors of Investing in
Lower Rated Debt Securities."
 
    The Fund's investment adviser is Van Kampen Asset Management Inc. (the
"Adviser"). This Prospectus sets forth certain information that a prospective
investor should know before investing in the Fund. Please read it carefully and
retain it for future reference. The address of the Fund is One Parkview Plaza,
Oakbrook Terrace, Illinois 60181 and its telephone number is (800) 421-5666.
 
                             ---------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE REGULATORS NOR HAS THE COMMISSION OR ANY STATE
REGULATORS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                             ---------------------
 
    SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR DEPOSITORY INSTITUTION; FURTHER, SUCH SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
 
    A Statement of Additional Information, dated December 29, 1997, as
supplemented on July 14, 1998, containing additional information about the Fund
is hereby incorporated by reference in its entirety into this Prospectus. A copy
of the Statement of Additional Information may be obtained without charge by
calling (800) 421-5666 or for Telecommunications Device for the Deaf at (800)
421-2833. This Statement of Additional Information has been filed with the
Securities and Exchange Commission ("SEC") and is available along with other
Fund materials at the SEC's internet web site (http://www.sec.gov).
 
                             VAN KAMPEN FUNDS LOGO
 
THIS PROSPECTUS IS DATED DECEMBER 29, 1997, AS SUPPLEMENTED ON JANUARY 2, 1998,
               MARCH 9, 1998, JULY 14, 1998 AND OCTOBER 14, 1998.
<PAGE>   2
 
- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
Prospectus Summary..........................................       3
Shareholder Transaction Expenses............................       5
Annual Fund Operating Expenses and Example..................       6
Financial Highlights........................................       7
The Fund....................................................       9
Investment Objectives and Policies..........................       9
Investment Practices........................................      13
Investment Advisory Services................................      15
Alternative Sales Arrangements..............................      16
Purchase of Shares..........................................      18
Shareholder Services........................................      24
Redemption of Shares........................................      26
Distribution and Service Plans..............................      28
Distributions from the Fund.................................      29
Tax Status..................................................      30
Fund Performance............................................      32
Description of Shares of the Fund...........................      33
Additional Information......................................      34
Appendix -- Description of Bond Ratings.....................      35
</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 REPRESENTATIONS 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.
 
                                        2
<PAGE>   3
 
- --------------------------------------------------------------------------------
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
 
THE FUND. Van Kampen High Income Corporate Bond Fund (the "Fund") is a
diversified, open-end management investment company organized as a Delaware
business trust.
 
MINIMUM PURCHASE. $500 minimum initial investment for each class of shares and
$25 minimum for each subsequent investment for each class of shares (or less as
described under "Purchase of Shares").
 
INVESTMENT OBJECTIVES. The primary investment objective of the Fund is to
maximize current income. Capital appreciation is a secondary objective which is
sought only when consistent with the primary objective. There is no assurance
the Fund will achieve its investment objectives. See "Investment Objectives and
Policies."
 
INVESTMENT POLICY. The Fund seeks to achieve its investment objectives by
investing primarily in high yielding, high risk fixed-income securities.
 
INVESTMENT RESULTS. The investment results of the Fund are shown in the table of
"Financial Highlights."
 
ALTERNATIVE SALES ARRANGEMENTS. The Fund offers three classes of shares to the
public, each with its own sales charge structure: Class A shares, Class B shares
and Class C shares. Each class has distinct advantages and disadvantages for
different investors, and investors may choose the class of shares that best
suits their circumstances and objectives. Each class of shares represents an
interest in the same portfolio of investments of the Fund. See "Alternative
Sales Arrangements." For information on redeeming shares see "Redemption of
Shares."
 
  Class A Shares. Class A shares are offered at net asset value per share plus a
maximum initial sales charge of 4.75% of the offering price (4.99% of the net
amount invested), reduced on investments of $100,000 or more. Investments of $1
million or more are not subject to any sales charge at the time of purchase, but
a contingent deferred sales charge ("CDSC") of 1.00% may be imposed on
redemptions made within one year of purchase. Class A shares are subject to an
annual service fee of up to 0.25% of its average daily net assets attributable
to such class of shares. See "Purchase of Shares -- Class A Shares" and
"Distribution and Service Plans."
 
  Class B Shares. Class B shares are offered at net asset value per share and
are subject to a maximum CDSC of 4.00% on redemptions made within the first two
years after purchase and declining thereafter to 0.00% after the fifth year. See
"Redemption of Shares." Class B shares are subject to a combined annual
distribution fee and service fee of up to 1.00% of the Fund's average daily net
assets attributable to such class of shares. See "Purchase of Shares -- Class B
Shares" and "Distribution and Service Plans." Class B shares convert
automatically to Class A shares eight years after the end of the calendar month
in which the shareholder's order to purchase was accepted. See "Alternative
Sales Arrangements -- Conversion Feature."
 
  Class C Shares. Class C shares are offered at net asset value per share and
are subject to a CDSC of 1.00% on redemptions made within one year of purchase.
See "Redemption of Shares." Class C shares are subject to a combined annual
distribution fee and service fee of up to 1.00% of the Fund's average daily net
assets attributable to such class of shares. See "Purchase of Shares -- Class C
Shares" and "Distribution and Service Plans."
 
INVESTMENT ADVISER. Van Kampen Asset Management Inc. (the "Adviser") is the
Fund's investment adviser.
 
DISTRIBUTOR. Van Kampen Funds Inc. (the "Distributor") distributes the Fund's
shares.
 
RISK FACTORS. The lower rated debt securities in which the Fund may invest are
regarded as predominantly speculative with respect to the issuer's continuing
ability to meet principal and interest payments. Because investment in lower
rated securities (commonly referred to as junk bonds) involves greater
investment risk, achievement of the Fund's investment objectives may be more
dependent on the investment adviser's credit analysis than would be the case if
the Fund were investing in higher rated securities. Lower rated securities may
be more susceptible to real or perceived adverse economic and competitive
industry conditions than investment grade securities and thus be subject to
greater risk. A projection of an economic downturn, for example, could cause a
decline in lower rated securities prices because the advent of a recession could
lessen the ability of a highly leveraged company to make principal and interest
payments on its debt securities. In addition, the secondary trading market for
lower rated securities may be less liquid than the market for higher grade
 
                                        3
<PAGE>   4
 
securities. The market prices of debt securities also generally fluctuate with
changes in interest rates so that the Fund's net asset value can be expected to
decrease as long-term interest rates rise and to increase as long-term interest
rates fall. The above risks may be increased by investments in debt securities
not producing immediate cash income, such as zero-coupon securities. See
"Investment Objectives and Policies." The Fund may invest up to 35% of its total
assets in securities issued by foreign governments and other foreign issuers.
Such securities may be denominated in U.S. dollars or in currencies other than
U.S. dollars. See "Investment Objectives and Policies -- Foreign Securities."
The Fund may seek to hedge investments through transactions in options, futures
contracts and related options. Such transactions involve certain risks. See
"Investment Practices -- Using Options, Futures Contracts and Related Options."
 
DISTRIBUTIONS FROM THE FUND. Dividends from net investment income are
distributed monthly and capital gains, if any, are distributed at least
annually. All dividends and distributions are automatically reinvested in shares
of the Fund at net asset value per share (without sales charge) unless payment
in cash is requested. See "Distributions from the Fund."
 
      The foregoing is qualified in its entirety by reference to the more
          detailed information appearing elsewhere in this Prospectus.
 
                                        4
<PAGE>   5
 
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                               CLASS A         CLASS B        CLASS C
                                                               SHARES          SHARES          SHARES
                                                               -------         -------        -------
<S>                                                           <C>         <C>               <C>
Maximum sales charge imposed on purchases (as a percentage
  of offering price)........................................    4.75%(1)        None            None
Maximum sales charge imposed on reinvested dividends (as a
  percentage of offering price).............................     None           None            None
Deferred sales charge (as a percentage of the lesser of                                         Year
  original purchase price or redemption proceeds)...........     None(2)    Year 1--4.00%     1--1.00%
                                                                            Year 2--4.00%   After--None
                                                                            Year 3--3.00%
                                                                            Year 4--2.50%
                                                                            Year 5--1.50%
                                                                             After--None
Redemption fees (as a percentage of amount redeemed)........     None           None            None
Exchange fee................................................     None           None            None
</TABLE>
 
- --------------------------------------------------------------------------------
(1) Reduced for purchases of $100,000 and over. See "Purchase of Shares -- Class
    A Shares."
 
(2) Investments of $1 million or more are not subject to any sales charge at the
    time of purchase, but a CDSC of 1.00% may be imposed on redemptions made
    within one year of the purchase. See "Purchase of Shares -- Class A Shares."
 
                                        5
<PAGE>   6
 
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES AND EXAMPLE
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                               CLASS A     CLASS B     CLASS C
                                                               SHARES      SHARES      SHARES
                                                               -------     -------     -------
<S>                                                           <C>         <C>         <C>
Management Fees (as a percentage of average daily net
  assets)...................................................    0.54%       0.54%       0.54%
12b-1 Fees (as a percentage of average daily net
  assets)(1)................................................    0.22%       1.00%(2)    1.00%(2)
Other Expenses (as a percentage of average daily net
  assets)...................................................    0.32%       0.32%       0.32%
Total Expenses (as a percentage of average daily net
  assets)...................................................    1.08%       1.86%       1.86%
</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 "Distribution and Service Plans."
 
(2) Long-term shareholders may pay more than the economic equivalent of the
    maximum front-end sales charges permitted by NASD Rules.
 
<TABLE>
<CAPTION>
                                                              ONE    THREE   FIVE     TEN
                                                              YEAR   YEARS   YEARS   YEARS
EXAMPLE:                                                      ----   -----   -----   -----
<S>                                                           <C>    <C>     <C>     <C>
You would pay the following expenses on a $1,000 investment,
  assuming (i) an operating expense ratio of 1.08% for Class
  A shares, 1.86% for Class B shares and 1.86% for Class C
  shares, (ii) a 5% annual return and (iii) redemption at
  the end of each time period:
    Class A shares..........................................  $58     $80    $104    $173
    Class B shares..........................................  $59     $88    $116    $198*
    Class C shares..........................................  $29     $59    $101    $218
You would pay the following expenses on the same $1,000
  investment assuming no redemption at the end of each time
  period:
    Class A shares..........................................  $58     $80    $104    $173
    Class B shares..........................................  $19     $58    $101    $198*
    Class C shares..........................................  $19     $59    $101    $218
</TABLE>
 
- --------------------------------------------------------------------------------
* Based on conversion to Class A shares after eight years.
 
  The purpose of the foregoing table is to assist an investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. The "Example" reflects expenses based on the "Annual Fund
Operating Expenses" table as shown above carried out to future years and is
included to provide a means for the investor to compare expense levels of funds
with different fee structures over varying investment periods. To facilitate
such comparison, all funds are required by the SEC to utilize a 5.00% annual
return assumption. The ten year amount with respect to Class B shares of the
Fund reflects the lower aggregate 12b-1 and service fees applicable to such
shares after conversion to Class A shares. Class B shares acquired through the
exchange privilege are subject to the CDSC schedule relating to the Class B
shares of the fund from which the purchase of Class B shares was originally
made. Accordingly, future expenses as projected could be higher than those
determined in the above table if the investor's Class B shares were exchanged
from a fund with a higher CDSC. THE INFORMATION CONTAINED IN THE ABOVE TABLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. For a more complete
description of such costs and expenses, see "Purchase of Shares," "Investment
Advisory Services," "Redemption of Shares" and "Distribution and Service Plans."
 
                                        6
<PAGE>   7
 
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (Selected data for a share of beneficial interest
outstanding throughout each of the periods indicated)
- --------------------------------------------------------------------------------
 
  The following financial highlights have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose report thereon was unqualified. The most
recent annual report (which contains the financial highlights for the last five
years) is included in the Statement of Additional Information and may be
obtained by shareholders without charge by calling the telephone number on the
cover of this Prospectus. This information should be read in conjunction with
the financial statements and notes thereto included in the Statement of
Additional Information.
<TABLE>
<CAPTION>
                                                                   CLASS A SHARES
                                     ---------------------------------------------------------------------------
                                                                YEAR ENDED AUGUST 31
                                     ---------------------------------------------------------------------------
                                       1997       1996       1995       1994       1993       1992       1991
                                     --------   --------   --------   --------   --------   --------   ---------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of the
 Period............................    $6.298     $6.15     $6.12       $6.61      $6.40     $5.71        $5.78
                                     --------   --------   --------   --------   --------   --------   ---------
 Net Investment Income.............      .604       .607      .55         .63        .64       .725         .80
 Net Realized and Unrealized
   Gain/Loss.......................      .267       .139      .0515      (.47)       .27       .6775       (.055)
                                     --------   --------   --------   --------   --------   --------   ---------
Total from Investment Operations...      .871       .746      .6015       .16        .91      1.4025        .745
                                     --------   --------   --------   --------   --------   --------   ---------
Less Distributions from and in
 Excess of
 Net Investment Income.............      .621       .598      .5715       .65        .70       .7125        .815
                                     --------   --------   --------   --------   --------   --------   ---------
Net Asset Value, End of the
 Period............................    $6.548     $6.298    $6.15       $6.12      $6.61     $6.40        $5.71
                                     ========   ========   ========   ========   ========   ========   =========
Total Return(a)....................    14.44%     12.66%    10.48%       2.34%     15.20%    25.82%       15.66%
Net Assets at End of the Period (In
 millions).........................    $468.6     $421.4    $411.9      $364.2     $452.4     $435.1      $341.9
Ratio of Expenses to Average Net
 Assets(b).........................     1.08%      1.08%     1.12%       1.10%      1.09%     1.05%        1.06%
Ratio of Net Investment Income to
 Average Net Assets(b).............     9.37%      9.65%     9.23%       9.03%     10.10%    11.77%       15.20%
Portfolio Turnover.................       75%        76%       49%         66%        75%       73%         114%
 
<CAPTION>
                                             CLASS A SHARES
                                     ------------------------------
                                          YEAR ENDED AUGUST 31
                                     ------------------------------
                                       1990       1989       1988
                                     --------   --------   --------
<S>                                  <C>        <C>        <C>
Net Asset Value, Beginning of the
 Period............................   $7.96      $9.09      $9.86
                                     --------   --------   --------
 Net Investment Income.............     .93       1.15       1.20
 Net Realized and Unrealized
   Gain/Loss.......................   (2.165)    (1.0775)    (.7025)
                                     --------   --------   --------
Total from Investment Operations...   (1.235)      .0725      .4975
                                     --------   --------   --------
Less Distributions from and in
 Excess of
 Net Investment Income.............     .945      1.2025     1.2675
                                     --------   --------   --------
Net Asset Value, End of the
 Period............................   $5.78      $7.96      $9.09
                                     ========   ========   ========
Total Return(a)....................  (15.88%)      .81%      6.32%
Net Assets at End of the Period (In
 millions).........................    $331.4     $554.4     $582.6
Ratio of Expenses to Average Net
 Assets(b).........................    1.02%       .77%       .73%
Ratio of Net Investment Income to
 Average Net Assets(b).............   14.23%     13.27%     13.14%
Portfolio Turnover.................      59%        45%        58%
</TABLE>
 
                               (Table and footnotes continued on following page)
 
                                        7
<PAGE>   8
 
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS -- (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    CLASS B SHARES
                                     ----------------------------------------------------------------------------
                                                                                                 JULY 2, 1992
                                                      YEAR ENDED AUGUST 31                       (COMMENCEMENT
                                     ------------------------------------------------------   OF DISTRIBUTION) TO
                                       1997        1996        1995       1994       1993       AUGUST 31, 1992
                                     ---------   ---------   --------   --------   --------   -------------------
<S>                                  <C>         <C>         <C>        <C>        <C>        <C>
Net Asset Value, Beginning of the
 Period............................  $   6.310   $    6.16   $   6.14   $   6.63   $   6.41       $      6.33
                                     ---------   ---------   --------   --------   --------       -----------
 Net Investment Income.............       .559        .559        .51        .58        .58               .09
 Net Realized and Unrealized
   Gain/Loss.......................       .262        .141      .0335      (.468)      .292              .097
                                     ---------   ---------   --------   --------   --------       -----------
Total from Investment Operations...       .821        .700      .5435       .112       .872              .187
                                     ---------   ---------   --------   --------   --------       -----------
Less Distributions from and in
 Excess of Net Investment Income...       .573        .550      .5235       .602       .652              .107
                                     ---------   ---------   --------   --------   --------       -----------
Net Asset Value, End of the
 Period............................  $   6.558       6.310   $   6.16   $   6.14   $   6.63       $      6.41
                                     =========   =========   ========   ========   ========       ===========
Total Return(a)....................      13.58%      11.78%      9.41%      1.59%     14.49%             2.97%*
Net Assets at End of the Period (In
 millions).........................  $   198.0   $   114.6   $   89.9      $71.0      $37.7       $       3.1
Ratio of Expenses to Average Net
 Assets(b).........................       1.86%       1.87%      1.93%      1.90%      1.90%             2.08%
Ratio of Net Investment Income to
 Average Net Assets(b).............      8.60%        8.86%      8.42%      8.25%      9.10%            10.30%
Portfolio Turnover.................        75%          76%        49%        66%        75%               73%
 
<CAPTION>
                                                             CLASS C SHARES
                                     ---------------------------------------------------------------
                                                                                    JULY 6, 1993
                                               YEAR ENDED AUGUST 31,                (COMMENCEMENT
                                     -----------------------------------------   OF DISTRIBUTION) TO
                                       1997       1996       1995       1994       AUGUST 31, 1993
                                     --------   --------   --------   --------   -------------------
<S>                                  <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of the
 Period............................  $  6.284   $  6.14    $  6.11    $  6.61         $   6.63
                                     --------   --------   --------   --------        --------
 Net Investment Income.............      .561       .557       .51        .53              .06
 Net Realized and Unrealized
   Gain/Loss.......................      .256       .137      .0435     (.428)           .0195
                                     --------   --------   --------   --------        --------
Total from Investment Operations...      .817       .694      .5535       .102           .0795
                                     --------   --------   --------   --------        --------
Less Distributions from and in
 Excess of Net Investment Income...      .573       .550      .5235       .602           .0995
                                     --------   --------   --------   --------        --------
Net Asset Value, End of the
 Period............................  $  6.528   $  6.284   $  6.14    $  6.11         $   6.61
                                     ========   ========   ========   ========        ========
Total Return(a)....................     13.64%     11.66%      9.63%      1.43%           1.20%*
Net Assets at End of the Period (In
 millions).........................     $30.8      $17.5      $15.7      $13.2            $1.0
Ratio of Expenses to Average Net
 Assets(b).........................     1.86%      1.87%      1.93%      1.91%            2.34%
Ratio of Net Investment Income to
 Average Net Assets(b).............     8.57%      8.86%      8.42%      8.25%            8.05%
Portfolio Turnover.................       75%        76%        49%        66%              75%
</TABLE>
 
- ------------
 
 * Non-Annualized.
 
(a) Total return is based upon net asset value which does not include payment of
    the maximum sales charge or contingent deferred sales charge.
 
(b) The impact on the Ratios of Expenses and Net Investment Income to Average
    Net Assets due to the Adviser's reimbursement of certain expenses was less
    than 0.01%.
 
                                        8
<PAGE>   9
 
- --------------------------------------------------------------------------------
THE FUND
- --------------------------------------------------------------------------------
 
  The Fund is a diversified, open-end management investment company, commonly
known as a mutual fund. A mutual fund provides, for those who have similar
investment goals, a practical and convenient way to invest in a diversified
portfolio of securities by combining their resources in an effort to achieve
such goals.
 
  Van Kampen Asset Management Inc. (the "Adviser") provides investment advisory
and administrative services to the Fund. The Adviser and its affiliates also act
as investment adviser to other mutual funds distributed by Van Kampen Fund Inc.
(the "Distributor"). To obtain prospectuses and other information on any of
these other funds, please call the telephone number on the cover page of the
Prospectus.
 
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------
 
  The primary investment objective of the Fund is to maximize current income.
Capital appreciation is a secondary objective which will be sought only when
consistent with its primary investment objective. The Fund seeks to achieve its
investment objectives by investing in a diversified portfolio of high yielding,
high risk fixed-income securities (commonly referred to as junk bonds).
Fixed-income securities appropriate for the Fund may include both convertible
and non-convertible debt securities and preferred stocks. The Fund's investment
objectives may be changed by the Fund's Trustees without shareholder approval,
but no change is anticipated. If there is a change in investment objectives,
shareholders should consider whether the Fund remains an appropriate investment
in light of their then current financial position and needs. There is no
assurance that these objectives will be achieved and yields may fluctuate over
time.
 
  The Fund generally invests at least 80% of its total assets in fixed-income
securities rated Baa or lower by Moody's Investors Service, Inc. ("Moody's") or
BBB or lower by Standard & Poor's Ratings Group ("S&P") or unrated fixed income
securities determined by the Fund's Adviser to be of comparable quality. In
addition, under normal circumstances, at least 65% of the total assets of the
Fund are invested in corporate bonds. For these purposes a corporate bond is
defined as any corporate debt security with an original term to maturity of
greater than one year. See the Appendix for a description of corporate bond
ratings. Since some issuers do not seek ratings for their securities, nonrated
securities are also considered for investment by the Fund.
 
  Investors should consider carefully the additional risks associated with
investment in securities which carry lower ratings. 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 with
respect to the Fund. An investment in the Fund is intended to be a long-term
investment, and should not be used as a trading vehicle.
 
  In general, the prices of debt securities vary inversely with interest rates.
If interest rates rise, debt security prices generally fall; if interest rates
fall, debt security prices generally rise. In addition, for a given change in
interest rates, longer-maturity debt securities fluctuate more in price (gaining
or losing more in value) than shorter-maturity debt securities, and generally
offer higher yields than shorter-maturity debt securities, all other factors,
including credit quality, being equal. This potential for a decline in prices of
debt securities due to rising interest rates is referred to herein as "market
risk." While the Fund has no policy limiting the maturities of the debt
securities in which it may invest, the Adviser seeks to moderate market risk by
generally maintaining a portfolio duration within a range of two to six years.
Duration is a measure of the expected life of a debt security that was developed
as a more precise alternative to the concept of "term to maturity." Duration
incorporates a debt security's yield, coupon interest payments, final maturity
and call features into one measure.
 
  Traditionally a debt security's "term to maturity" has been used as a proxy
for the sensitivity of the security's price to changes in interest rates (which
is the "interest rate risk" or "price volatility" of the security). However,
"term to maturity" measures only the time until a debt security provides its
final payment taking no account of the pattern of the security's payments of
interest or principal prior to maturity. Duration is a measure of the expected
life of a debt security on a present value basis expressed in years. It measures
the length of the time interval between the present and the time when the
interest and principal payments are scheduled (or in the case of a callable
bond, expected to be received) weighing them by the present value of the cash to
be received at each future point in time. For any debt security with
 
                                        9
<PAGE>   10
 
interest payments occurring prior to the payment of principal, duration is
always less than maturity, and for zero coupon issues, duration and "term to
maturity" are equal. In general, the lower the coupon rate of interest or the
longer the maturity, or the lower the yield-to-maturity of a debt security, the
longer its duration; conversely, the higher the coupon rate of interest, the
shorter the maturity or the higher the yield-to-maturity of a debt security, the
shorter its duration.
 
  There are some situations where even the standard duration calculation does
not properly reflect the interest rate exposure of a security. For example,
floating and variable rate securities often have final maturities of ten or more
years; however, their interest rate exposure corresponds to the frequency of the
coupon reset. Another example where the interest rate exposure is not properly
captured by duration is the case of mortgage pass-through securities. The stated
final maturity of such securities is generally 30 years, but current prepayment
rates are more critical in determining the securities' interest rate exposure.
In these and other similar situations, the Adviser will use more sophisticated
analytical techniques that incorporate the economic life of a security into the
determination of its interest rate exposure. At August 31, 1997, the average
maturity of the debt securities owned by the Fund was approximately 7.3 years
and the duration of the portfolio was approximately 3.6 years. The duration is
likely to vary from time to time as the Adviser pursues its strategy of striving
to maintain an active balance between seeking to maximize income and endeavoring
to maintain the value of the Fund's capital. Thus, the objective of providing
high current income to shareholders is tempered by seeking to avoid undue market
risk and thus provide reasonable total return as well as high distributed
return. There is, of course, no assurance that the Adviser will be successful in
achieving such results for the Fund.
 
  The higher yields sought by the Fund are generally obtainable from securities
rated in the lower categories by recognized rating services. These securities
generally are subordinated to the prior claims of banks and other senior
lenders. The lower rated debt securities in which the Fund may invest are
regarded as predominately speculative with respect to the issuers continuing
ability to meet principal and interest payments. The ratings of Moody's and S&P
represent their opinions of the quality of the debt securities they undertake to
rate, but not the market value risk of such securities. It should be emphasized,
however, that ratings are general and are not absolute standards of quality.
Consequently, debt securities with the same maturity, coupon and rating may have
different yields while debt securities of the same maturity and coupon with
different ratings may have the same yield.
 
  During the fiscal year ended August 31, 1997, the average percentage of the
Fund's assets invested in debt securities within the various rating categories
(based on the higher of the S&P or Moody's ratings), and the nonrated debt
securities determined by the Adviser to be of comparable quality, determined on
a monthly dollar weighted average, were as follows:
 
<TABLE>
<CAPTION>
                                                                                       UNRATED SECURITIES OF
                                                                 RATED SECURITIES        COMPARABLE QUALITY
                           RATING                               (AS A PERCENTAGE OF     (AS A PERCENTAGE OF
                          CATEGORY                               PORTFOLIO VALUE)         PORTFOLIO VALUE)
- ------------------------------------------------------------    -------------------    ----------------------
<S>                                                             <C>                    <C>
AAA/Aaa.....................................................            0.00%                   0.00%
AA/Aa.......................................................            0.00%                   0.00%
A/A.........................................................            0.00%                   0.00%
BBB/Baa.....................................................            0.93%                   0.00%
BB/Ba.......................................................           16.99%                   2.09%
B/B.........................................................           65.60%                   9.82%
CCC/Caa.....................................................            3.59%                   0.80%
CC/Ca.......................................................            0.00%                   0.00%
C/C.........................................................            0.00%                   0.00%
D...........................................................            0.00%                   0.18%
                                                                       -----                   -----
Percentage of Rated and Unrated Debt Securities.............           87.11%                  12.89%
                                                                       =====                   =====
</TABLE>
 
  LOWER RATED DEBT SECURITIES. The securities in which the Fund may invest
include the following:
 
    -- Straight fixed-income debt securities. These include bonds and other debt
  obligations which bear a fixed or variable rate of interest payable at regular
  intervals and have a fixed or resettable maturity date. The particular terms
  of such securities vary and may include features such as call provisions and
  sinking funds.
 
    -- Pay-in-kind debt securities. These pay interest in additional debt
  securities rather than cash.
 
                                       10
<PAGE>   11
 
    -- Zero-coupon debt securities. These bear no interest obligation but are
  issued at a discount from their value at maturity. When held to maturity,
  their entire return equals the difference between their issue price and their
  maturity value.
 
    -- Zero-fixed-coupon debt securities. These are zero-coupon debt securities
  which convert on a specified date to interest-bearing debt securities.
 
  The Fund may invest in debt instruments not producing immediate cash income,
such as zero-coupon securities, when their effective yield premiums over
comparable instruments producing cash income make these investments attractive.
Prices on non-cash-paying instruments may be more sensitive to changes in the
issuer's financial condition, fluctuations in interest rates and market
demand/supply imbalances than cash-paying securities with similar credit
ratings, and thus may be more speculative. In addition, the non-cash interest
income earned on such instruments is included in investment company taxable
income, thereby increasing the minimum required distributions to shareholders
(without providing the corresponding cash flow with which to pay such
distributions). See "Distributions from the Fund." The Adviser will weigh these
concerns against the expected total returns for such instruments.
 
  The Fund may invest in debt securities rated below B by both Moody's and S&P,
common stocks or other equity securities and income bonds on which interest is
not being paid when such investments are consistent with the Fund's investment
objectives or are acquired as part of a unit consisting of a combination of
fixed-income or equity securities. Equity securities as referred to herein do
not include preferred stocks. The Fund will not purchase any such securities
which will cause more than 20% of its total assets to be so invested or which
would cause more than 10% of its total assets to be invested in common stocks,
warrants and options on equity securities. This limitation does not require the
sale of a portfolio security whose rating has been changed.
 
  Debt securities rated below B by both Moody's and S&P include debt obligations
or other securities of companies that are financially troubled, in default or
are in bankruptcy or reorganization ("Deep Discount Securities"). These
securities may be rated C, CI or D by S&P and C by Moody's. Debt obligations of
such companies are usually available at a deep discount from the face value of
the instrument. The Fund will invest in Deep Discount Securities when the
Adviser believes that existing factors are likely to restore the company to a
healthy financial condition. Such factors include a restructuring of debt,
management changes, existence of adequate assets, or other unusual
circumstances.
 
  A debt instrument purchased at a deep discount may currently pay a very high
effective yield. In addition, if the financial condition of the issuer improves,
the underlying value of the security may increase, resulting in a capital gain.
If the company defaults on its obligations or remains in default, or if the plan
of reorganization is insufficient for debtholders, the Deep Discount Securities
may stop generating income and lose value or become worthless. The Adviser will
balance the benefits of Deep Discount Securities with their risks. While a
diversified portfolio may reduce the overall impact of a Deep Discount Security
that is in default or loses its value, the risk cannot be eliminated.
 
  RISK FACTORS OF INVESTING IN LOWER RATED DEBT SECURITIES. Past experience may
not provide an accurate indication of future performance of the market for lower
rated debt securities, particularly during periods of economic recession. An
economic downturn or increase in interest rates is likely to have a greater
negative effect on this market, the value of lower rated debt securities in the
Fund's portfolio, the Fund's net asset value and the ability of the bonds'
issuers to repay principal and interest, meet projected business goals and
obtain additional financing than on higher rated securities. These circumstances
also may result in a higher incidence of defaults than with respect to higher
rated securities. An investment in this Fund may be considered more speculative
than investment in shares of a fund which invests primarily in higher rated debt
securities.
 
  Prices of lower rated debt securities may be more sensitive to adverse
economic changes or corporate developments than higher rated investments. Debt
securities with longer maturities, which may have higher yields, may increase or
decrease in value more than debt securities with shorter maturities. Market
prices of lower rated debt securities structured as zero coupon or pay-in-kind
securities are affected to a greater extent by interest rate changes and may be
more volatile than securities which pay interest periodically and in cash. Where
it deems it appropriate and in the best interests of Fund shareholders, the Fund
may incur additional expenses to seek recovery on a debt security on which the
issuer has defaulted and to pursue litigation to protect the interests of
security holders of its portfolio companies.
 
  Because the market for lower rated securities may be thinner and less active
than for higher rated securities, there may be additional market price
volatility for these securities and limited liquidity in the resale market.
Nonrated securities are
                                       11
<PAGE>   12
 
usually not as attractive to as many buyers as rated securities are, a factor
which may make nonrated securities less marketable. These factors may have the
effect of limiting the availability of the securities for purchase by the Fund
and may also limit the ability of the Fund to sell such securities at their fair
value either to meet redemption requests or in response to changes in the
economy or the financial markets. Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the values and
liquidity of lower rated debt securities, especially in a thinly traded market.
To the extent the Fund owns or may acquire illiquid or restricted lower rated
securities, these securities may involve special registration responsibilities,
liabilities and costs, and liquidity and valuation difficulties. Changes in
values of debt securities which the Fund owns will affect its net asset value
per share. If market quotations are not readily available for the Fund's lower
rated or nonrated securities, these securities will be valued by a method that
the Fund's Trustees believe accurately reflects fair value. Judgment plays a
greater role in valuing lower rated debt securities than with respect to
securities for which more external sources of quotations and last sale
information are available.
 
  Special tax considerations are associated with investing in lower rated debt
securities structured as zero coupon or pay-in-kind securities. The Fund accrues
income on these securities prior to the receipt of cash payments. The Fund must
distribute substantially all of its income to its shareholders to qualify for
pass-through treatment under the tax laws and may, therefore, have to dispose of
its portfolio securities to satisfy distribution requirements.
 
  While credit ratings are only one factor the Adviser relies on in evaluating
lower rated debt securities, certain risks are associated with using credit
ratings. Credit rating agencies may fail to timely change the credit ratings to
reflect subsequent events; however, the Adviser continuously monitors the
issuers of lower rated debt securities in its portfolio in an attempt to
determine if the issuers will have sufficient cash flow and profits to meet
required principal and interest payments. Achievement of the Fund's investment
objectives may be more dependent upon the Adviser's credit analysis than is the
case for higher quality debt securities. Credit ratings for individual
securities may change from time to time and the Fund may retain a portfolio
security whose rating has been changed.
 
  SECURITIES OF FOREIGN ISSUERS. The fund may invest up to 35% of its total
assets in securities issued by foreign governments and other foreign issuers
which have similar quality as the securities described above as determined by
the Adviser. Such securities may be denominated in U.S. dollars or in currencies
other than U.S. dollars. The Adviser believes that in certain instances such
foreign debt securities may provide higher yields than securities of domestic
issuers which have similar maturities.
 
  Investments in foreign securities present certain risks not ordinarily found
in 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. Generally, a significant factor
affecting the performance of the Fund's investments in foreign securities is the
fluctuation in the relative values of the currencies in which such securities
are denominated. 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 the U.S.
corporations, and are certainly less liquid than securities issued by the U.S.
Government or its agencies. Such securities may also be subject to greater
fluctuations in price than securities of U.S. corporations or of the U.S.
Government. There is generally less government regulation of stock exchanges,
brokers and listed companies abroad than in the United States, and, with respect
to certain foreign countries, there is a possibility of expropriation or
confiscatory taxation, or diplomatic developments which could affect investment
in those countries. Because there is usually less supervision and governmental
regulation of 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. Finally, in the event of a default on any such foreign debt obligations, it
may be more difficult for the Fund to obtain or to enforce judgment against the
issuers of such securities. The risks of foreign investments should be
considered carefully by an investor in the Fund. Such investments will be made
only when the Adviser believes that higher yields justify the attendant risks.
See also "Investment Practices -- Securities of Foreign Issuers."
 
  In order to hedge against changes in interest rates, the Fund may invest in or
write options on U.S. Government securities and engage in transactions involving
interest rate futures contracts and options on such contracts. See "Investment
Practices -- Using Options, Futures Contracts and Related Options" and the
Statement of Additional Information for discussion of options, futures contracts
and related options.
 
                                       12
<PAGE>   13
 
  OTHER INVESTMENTS. When market conditions dictate a more "defensive"
investment strategy, the Fund may invest on a temporary basis up to 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. See "Investment
Practices -- Repurchase Agreements." Under normal market conditions, the yield
on these securities will tend to be lower than the yield on other securities
owned by the Fund.
 
- --------------------------------------------------------------------------------
INVESTMENT PRACTICES
- --------------------------------------------------------------------------------
 
  REPURCHASE AGREEMENTS. The Fund may enter 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 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, exceeds 15% of the
value of its net assets. In the event of the bankruptcy or other default of a
seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying securities and losses including: (a) possible decline
in the value of the underlying security during the period while the Fund seeks
to enforce its rights thereto; (b) possible lack of access to income on the
underlying security during this period; and (c) expenses of enforcing its
rights. See the Statement of Additional Information.
 
  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 SEC exemptive order authorizing this practice, which
conditions are designed to ensure the fair administration of the joint account
and to protect the amounts in that account.
 
  USING OPTIONS, FUTURES CONTRACTS AND RELATED OPTIONS. The investment policies
of the Fund permit the Fund to invest in or write options, futures contracts and
related options. The Fund expects to utilize options, futures contracts and
options thereon in several different ways, depending upon the status of the
Fund's portfolio and the Adviser's expectations concerning the securities
markets. See the Statement of Additional Information for further discussion of
options, futures contracts and related options.
 
  The Fund is authorized to purchase and sell over-the-counter options ("OTC
Options"). OTC Options are purchased from or sold to securities dealers,
financial institutions of other parties ("Counterparties") through direct
bilateral agreement with the Counterparty. The Fund will sell only OTC Options
(other than OTC currency options) that are subject to a buy-back provision
permitting the Fund to require to the Counterparty to sell the option back to
the Fund at a formula price within seven days. The staff of the SEC currently
takes the position that, in general, OTC Options on securities other than U.S.
Government securities purchased by the Fund, and portfolio securities covering
OTC Options sold by the Fund, are illiquid securities subject to the Fund's
limitation on illiquid securities described below. The Fund may not purchase or
sell futures contracts or related options for which the aggregate initial margin
and premiums exceed 5% of the fair market value of the Fund's assets.
 
  Potential Risks of Options, Futures Contracts and Related Options. 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, the purchase and sale of options, futures
contracts and related options involve risks different from those involved with
direct investments in underlying securities. While utilization of options,
futures contracts and similar instruments may be advantageous to the Fund, if
the Adviser is not successful in employing such instruments in managing the
Fund's investments, the Fund's performance will be worse than if the Fund did
not make such investments. In addition, the Fund would pay commissions and other
costs in connection with such investments, which may increase the Fund's
expenses and reduce its return.
 
                                       13
<PAGE>   14
 
  In order to prevent leverage in connection with the purchase of futures
contracts or call options thereon by the Fund, an amount of cash or liquid
securities equal to the market value of the obligation under the futures
contracts or options (less any related margin deposits) will be maintained in a
segregated account with the Custodian. The Fund may not invest more than 15% of
its net assets in illiquid securities, including certain OTC Options deemed
illiquid and repurchase agreements which have a maturity of longer than seven
days. A more complete discussion of the potential risks involved in transactions
in options, futures contracts and related options is contained in the Statement
of Additional Information.
 
  PORTFOLIO TURNOVER. Although the Fund does not intend to engage in substantial
short-term trading, it may sell portfolio securities without regard to the
length of time they have been held in order to take advantage of new investment
opportunities or yield differentials, or because the Fund desires to preserve
gains or limit losses due to changing economic conditions or the financial
condition of the issuer. The Fund's portfolio turnover rate (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) is shown in the table of
"Financial Highlights." Since portfolio changes are deemed appropriate due to
market or other conditions, such turnover rate may be expected to vary from year
to year. A higher portfolio turnover rate increases the Fund's transactions
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.
The turnover rate will not be a limiting factor, however, if the Adviser deems
portfolio changes appropriate.
 
  LENDING OF SECURITIES. The Fund may lend its portfolio securities to
broker-dealers and other financial institutions in an amount up to 10% of the
total assets, provided that such loans are callable at any time by the Fund, and
are at all times secured by cash collateral that is at least equal to the market
value, determined daily, of the loaned securities. During the period of the
loan, the Fund receives the income on both the loaned securities and the
collateral and thereby increases its yield after payment of lending fees.
 
  ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
illiquid securities, which includes certain restricted securities and repurchase
agreements which have a maturity of longer than seven days. However, the Fund
shall not invest in such securities in excess of 10% of its net assets without
prior approval of the Trustees. Restricted securities include securities which
may not be sold without registration or an exemption from registration under the
Securities Act of 1933, as amended (the "1933 Act"). 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 market are valued at fair value as determined in good faith 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. A Fund position in restricted securities might adversely affect the
liquidity and marketability of such securities, and the Fund might not be able
to dispose of its holdings in such securities at reasonable price levels.
Restricted securities which can be offered and sold to qualified institutional
buyers under Rule 144A under the 1933 Act may be determined to be liquid under
guidelines adopted by and subject to the supervision of the Fund's Board of
Trustees and therefore 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.
 
  PORTFOLIO TRANSACTIONS AND BROKERAGE PRACTICES. The Adviser is responsible for
the placement of orders for the purchase and sale of portfolio securities for
the Fund and the negotiation of brokerage commissions on such transactions. Most
transactions made by the Fund are with dealers acting as principals. Brokerage
firms are selected on the basis of their professional capability for the type of
transaction and the value and quality of execution services rendered on a
continuing basis. The Adviser may place portfolio transactions, to the extent
permitted by law, with brokerage firms affiliated with the Fund, the Adviser or
the Distributor and with firms participating in the distribution of shares of
the Fund if it reasonably believes that the quality of the execution and the
commission are comparable to that available from other qualified firms. 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. The information received may be used
by the Adviser in managing the assets of other advisory accounts as well as in
the management of the assets of the Fund.
 
                                       14
<PAGE>   15
 
  INVESTMENT RESTRICTIONS. The Fund has adopted certain investment fundamental
restrictions which may not be changed without approval by the vote of a majority
of the outstanding voting shares of the Fund (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act").These restrictions provide,
among other things, that the Fund may not:
 
  1.  Invest more than 15% of its net assets (determined at the time of
      investment) in illiquid securities and repurchase agreements which have a
      maturity of longer than seven days;
 
  2.  With respect to 75% of its assets, invest more than 5% of its assets in
      the securities of any one issuer (except the U.S. Government) or purchase
      more than 10% of the outstanding voting securities of any one issuer,
      except that the Fund may purchase securities of other investment companies
      to the extent permitted by (i) the 1940 Act, as amended from time to time,
      (ii) the rules and regulations promulgated by the SEC under the 1940 Act,
      as amended from time to time or (iii) an exemption or other relief from
      the provisions of the 1940 Act;
 
  3.  Invest more than 25% of the value of its total assets in securities of
      issuers in any particular industry (except obligations of the U.S.
      Government);
 
- --------------------------------------------------------------------------------
INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------
 
  THE ADVISER. The Adviser is a wholly-owned subsidiary of Van Kampen
Investments Inc. ("Van Kampen"). Van Kampen is a diversified asset management
company with more than two million retail investor accounts, extensive
capabilities for managing institutional portfolios, and more than $65 billion
under management or supervision. Van Kampen's 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 and the sponsor of the funds mentioned above, is also a
wholly-owned subsidiary of Van Kampen. Van Kampen is an indirect wholly-owned
subsidiary of Morgan Stanley Dean Witter & Co. The Adviser's principal office is
located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181.
 
  Morgan, Stanley Dean Witter & Co. and various of its directly or indirectly
owned subsidiaries, including Morgan Stanley Asset 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.
 
  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>
- -----------------------------------------------------------------------------
First $150 million..........................................   0.625 of 1.00%
Next $150 million...........................................   0.550 of 1.00%
Over $300 million...........................................   0.500 of 1.00%
- -----------------------------------------------------------------------------
</TABLE>
 
  Under the Advisory Agreement, the Fund also reimburses the Adviser for the
cost of the Fund's accounting services, which include maintaining its financial
books and records and calculating its daily net asset value. Operating expenses
paid by the Fund include service fees, distribution fees, custodial fees, legal
and accounting fees, the costs of reports and proxies to shareholders, trustees'
fees (other than those who are affiliated persons as defined in the 1940 Act of
the Adviser, Distributor or Van Kampen), and all other business expenses not
specifically assumed by the Adviser. Advisory (management) fee and total
operating expense ratios are shown under the caption "Annual Fund Operating
Expenses and Example" herein.
 
                                       15
<PAGE>   16
 
  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 to the extent
of, or bearing expenses in excess of, such limitations as they 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.")
 
  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 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. Ellis J. Bigelow has been primarily responsible for the
day-to-day management of the Fund's investment portfolio since 1989. During the
past five years, Ms. Bigelow has been a Senior Vice President of the Adviser.
Since June 1995, Ms. Bigelow has been a Senior Vice President of Advisory Corp.
- --------------------------------------------------------------------------------
ALTERNATIVE SALES ARRANGEMENTS
- --------------------------------------------------------------------------------
 
  The Alternative Sales Arrangements permit an investor to choose the method of
purchasing shares of the Fund that is most beneficial given the amount of the
purchase and the length of time the investor expects to hold the shares.
 
  CLASS A SHARES. Class A shares are sold at net asset value plus an initial
maximum sales charge of up to 4.75% of the offering price (4.99% of the net
amount invested), reduced on investments of $100,000 or more. Investments of $1
million or more are not subject to any sales charge at the time of purchase, but
a CDSC of 1.00% may be imposed on certain redemptions made within one year of
the purchase. Class A shares are subject to an ongoing service fee at an annual
rate of up to 0.25% of the Fund's aggregate average daily net assets
attributable to the Class A shares. Certain purchases of Class A shares qualify
for reduced initial sales charges. See "Purchase of Shares -- Class A Shares."
 
  CLASS B SHARES. Class B shares are sold at net asset value and are subject to
a deferred sales charge if redeemed within five years of purchase. Class B
shares are subject to an ongoing service fee at an annual rate of up to 0.25% of
the Fund's aggregate average daily net assets attributable to the Class B shares
and an ongoing distribution fee at an annual rate of up to 0.75% of the Fund's
aggregate average daily net assets attributable to the Class B shares. Class B
shares enjoy the benefit of permitting all of the investor's dollars to work
from the time the investment is made. The ongoing distribution fee paid by Class
B shares will cause such shares to have a higher expense ratio and to pay lower
dividends than those related to Class A shares. Class B shares convert
automatically to Class A shares eight years after the end of the calendar month
in which the shareholder's order to purchase was accepted. See "Purchase of
Shares -- Class B Shares."
 
  CLASS C SHARES. Class C shares are sold at net asset value and are subject to
a deferred sales charge if redeemed within one year of purchase. Class C shares
are subject to an ongoing service fee at an annual rate of up to 0.25% of the
Fund's aggregate average daily net assets attributable to the Class C shares and
an ongoing distribution fee at an annual rate of up to 0.75% of the Fund's
aggregate average daily net assets attributable to the Class C shares. Class C
shares enjoy the benefit of permitting all of the investor's dollars to work
from the time the investment is made. The ongoing distribution fee paid by Class
C shares will cause such shares to have a higher expense ratio and to pay lower
dividends than those related to Class A shares. See "Purchase of Shares -- Class
C Shares."
 
  CONVERSION FEATURE. Class B shares purchased on or after June 1, 1996, and any
dividend reinvestment plan shares received thereon, automatically convert to
Class A shares eight years after the end of the calendar month in which the
shares were purchased. Class B shares purchased before June 1, 1996, and any
dividend reinvestment plan shares received thereon, automatically convert to
Class A shares six years after the end of the calendar month in which the shares
were purchased. Class C shares purchased before January 1, 1997, and any
dividend reinvestment plan shares received thereon, automatically convert to
Class A shares ten years after the end of the calendar month in which such
shares were purchased. Such conversion will be on the basis of the relative net
asset values per share, without the imposition of any sales load, fee or other
charge. The conversion schedule applicable to a share acquired through the
exchange privilege is determined by reference to the Participating Fund from
which such share was originally purchased.
 
  The conversion of such shares to Class A shares is subject to the continuing
availability of an opinion of counsel to the effect that (i) the assessment of
the higher distribution fee and transfer agency costs with respect to such
shares does not
 
                                       16
<PAGE>   17
 
result in the Fund's dividends or distributions constituting "preferential
dividends" under the Internal Revenue Code of 1986, as amended (the "Code"), 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.
 
FACTORS FOR CONSIDERATION. In deciding which class of shares to purchase,
investors should take into consideration their investment goals, present and
anticipated purchase amounts, time horizons and temperaments. Investors should
consider whether, during the anticipated life of their investment in the Fund,
the higher aggregate fees and CDSC on Class B and Class C shares would be less
than the initial sales charge on Class A shares purchased at the same time, and
to what extent such differential would be offset by the higher dividends per
share on Class A shares. To assist investors in making this determination, the
table under the caption "Annual Fund Operating Expenses and Example" sets forth
examples of the charges applicable to each class of shares. In this regard,
Class A shares may be more beneficial to the investor who qualifies for reduced
initial sales charges or purchases at net asset value. It is presently the
policy of the Distributor not to accept any order of $500,000 or more for Class
B shares or any order of $1 million or more for Class C shares as it ordinarily
would be more beneficial for such an investor to purchase Class A shares.
 
  Class A shares are not subject to an ongoing distribution fee and,
accordingly, receive correspondingly higher dividends per share. However,
because initial sales charges are deducted at the time of purchase for accounts
under $1 million, investors in Class A shares do not have all their funds
invested initially and, therefore, initially own fewer shares. Other investors
might determine that it is more advantageous to purchase either Class B shares
or Class C shares and have all their funds invested initially, although
remaining subject to a CDSC. Ongoing distribution fees on Class B shares and
Class C shares may be offset to the extent of the additional funds originally
invested and any return realized on those funds. However, there can be no
assurance as to the return, if any, which will be realized on such additional
funds. For investments held for ten years or more, the relative value upon
liquidation of the three classes tends to favor Class A shares or Class B
shares, rather than Class C shares.
 
  Class A shares may be appropriate for investors who prefer to pay the sales
charge up front, want to take advantage of the reduced sales charges available
on larger investments, wish to maximize their current income from the start,
prefer not to pay redemption charges or have a longer-term investment horizon.
In addition, the check writing privilege is only available for Class A shares
(see "Shareholder Services -- Check Writing Privilege"). Class B shares may be
appropriate for investors who wish to avoid a front-end shares charge, put 100%
of their investment dollars to work immediately or have a longer-term investment
horizon. Class C shares may be appropriate for investors who wish to avoid a
front-end sales charge, put 100% of their investment dollars to work
immediately, have a shorter-term investment horizon or desire a short CDSC
schedule.
 
  The distribution expenses incurred by the Distributor in connection with the
sale of the shares will be reimbursed, in the case of Class A shares, from the
proceeds of the initial sales charge and, in the case of Class B shares and
Class C shares, from the proceeds of the ongoing distribution fee and any CDSC
incurred upon redemption within five years or one year, respectively, of
purchase. Sales personnel of broker-dealers distributing the Fund's shares and
other persons entitled to receive compensation for selling such shares may
receive differing compensation for selling such shares. INVESTORS SHOULD
UNDERSTAND THAT THE PURPOSE AND FUNCTION OF THE CDSC AND ONGOING DISTRIBUTION
FEE WITH RESPECT TO THE CLASS B SHARES AND CLASS C SHARES ARE THE SAME AS THOSE
OF THE INITIAL SALES CHARGE WITH RESPECT TO CLASS A SHARES. SEE "DISTRIBUTION
AND SERVICE PLANS."
 
  GENERAL. Dividends paid by the Fund with respect to Class A shares, Class B
shares and Class C shares will be calculated in the same manner at the same time
on the same day except that the higher distribution fees and transfer agency
costs relating to Class B shares or Class C shares will be borne by the
respective class. See "Distributions from the Fund." Shares of the Fund may be
exchanged, subject to certain limitations, for shares of the same class of
certain other mutual funds advised by the Adviser and its affiliates and
distributed by the Distributor. See "Shareholder Services -- Exchange
Privilege."
 
                                       17
<PAGE>   18
 
- --------------------------------------------------------------------------------
PURCHASE OF SHARES
- --------------------------------------------------------------------------------
 
GENERAL
 
  The Fund offers three classes of shares to the public on a continuous basis
through the Distributor as principal underwriter, which is located at One
Parkview Plaza, Oakbrook Terrace, Illinois 60181. Shares also are offered
through members of the National Association of Securities Dealers, Inc. ("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").
The term "dealers" and "brokers" are sometimes referred to herein as "authorized
dealers."
 
  Initial investments must be at least $500 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. Shares of the Fund may be sold in foreign countries where
permissible. 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 may be purchased on any business day through authorized dealers. Shares
also may be purchased by completing the application accompanying this Prospectus
and forwarding the application, through the authorized dealer, to the
shareholder service agent, Van Kampen Investor Services Inc. ("Investor
Services"), a wholly-owned subsidiary of Van Kampen. When purchasing shares of
the Fund, investors must specify whether the purchase is for Class A shares,
Class B shares or Class C shares.
 
  Shares are offered at the next determined net asset value per share, plus a
front-end or contingent deferred sales charge depending on the class of shares
chosen by the investor, as shown in the tables herein. Net asset value per share
for each class 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. Net asset value per share for each class is determined
by dividing the value of the Fund's 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. Portfolio securities that are actively traded in the
over-the-counter market are valued at the most recently quoted bid price. Any
security for which the primary market is on an exchange is valued at the last
reported sales price on the exchange where principally traded or at the last
reported bid price if there was no sale reported that day. If no sale or bid
price is reported that day, the security is valued at the most recent sale
price. The value of any other securities or other assets is fair value as
determined in good faith by the Fund's Trustees. Short-term securities are
valued in the manner described in the notes to the financial statements included
in the Statement of Additional Information.
 
  Generally, the net asset values per share of the Class A shares, Class B
shares and Class C shares are expected to be substantially the same. Under
certain circumstances, however, the per share net asset values of the Class A
shares, Class B shares and Class C shares may differ from one another,
reflecting the daily expense accruals of the higher distribution fee and
transfer agency costs applicable with respect to the Class B shares and Class C
shares and the differential in the dividends paid on the classes of shares. The
price paid for shares purchased is based on the next calculation of net asset
value (plus sales charges, where applicable) after an order 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. Orders received by authorized
dealers after the close of the Exchange are priced based on the next close
provided they are received by the Distributor prior to the Distributor's close
of business on such day. It is the responsibility of authorized dealers to
transmit orders received by them to the Distributor so they will be received
prior to such time. Orders of less than $500 are mailed by the authorized dealer
and processed at the offering price next calculated after receipt by Investor
Services.
 
  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 B shares
and Class C shares bear the expenses of the deferred sales arrangement and any
expenses (including the higher distribution fee and transfer agency costs)
resulting from such sales arrangement, (ii) generally, each class of shares has
exclusive voting rights with respect to approvals of the Rule 12b-1 distribution
plan 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 net income
attributable to Class B shares and Class C shares and the dividends payable on
Class B shares and Class C shares will be reduced by the amount of the
distribution fee and other expenses associated with such
 
                                       18
<PAGE>   19
 
shares. Sales personnel of authorized dealers distributing the Fund's shares and
other persons entitled to receive compensation for selling such shares may
receive differing compensation for selling Class A shares, Class B shares or
Class C shares.
 
  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. Fees may include payment for
travel expenses, including lodging, incurred in connection with trips taken by
invited registered representatives and members of their families to locations
within or outside of the United States 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 is sponsoring a sales incentive program for A.G. Edwards & Sons,
Inc. ("A.G. Edwards"). 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.
 
CLASS A SHARES
 
  The public offering price of Class A shares is the net asset value plus a
sales charge, as set forth below.
 
SALES CHARGE TABLE
 
<TABLE>
<CAPTION>
                                                                                                       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 $100,000..........................................        4.75%            4.99%               4.25%
$100,000 but less than $250,000.............................        3.75%            3.90%               3.25%
$250,000 but less than $500,000.............................        2.75%            2.83%               2.25%
$500,000 but less than $1,000,000...........................        2.00%            2.04%               1.75%
$1,000,000 or more..........................................          *                *                   *
</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 CDSC of
    1.00% on redemptions made within one year of the purchase. A commission
    will be paid to authorized dealers who initiate and are responsible for
    purchases of $1 million or more 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.
 
  In addition to the reallowances from the applicable public offering price
described above, the Distributor may, from time to time, pay or allow additional
reallowances or promotional incentives, in the form of cash or other
compensation, to authorized dealers that sell shares of the Fund. Authorized
dealers which are reallowed all or substantially all of the sales charges may be
deemed to be underwriters for purposes of the Securities Act of 1933, as
amended.
 
  The Distributor may also pay financial institutions (which may include banks)
and other industry professionals that provide services to facilitate
transactions in shares of the Fund for their clients a transaction fee up to the
level of the reallowance allowable to authorized dealers described herein. Such
financial institutions, other industry professionals and authorized dealers are
hereinafter referred to as "Service Organizations." 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
 
                                       19
<PAGE>   20
 
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.
 
QUANTITY DISCOUNTS
 
  Investors purchasing Class A shares may, under certain circumstances, be
entitled to pay reduced sales charges. The circumstances under which such
investors may pay reduced sales charges are described herein.
 
  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 the Adviser 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 preceding 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 preceding
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 preceding sales charge
table. The size of investment shown in the preceding sales charge table also
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 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.
If the goal is not achieved within the period, the investor must pay the
difference between the sales charge applicable to the purchases made and the
sales charges previously paid. 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 back-dating provisions, an adjustment will
be made at 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. Additional
information is contained in the application form accompanying this Prospectus.
 
OTHER PURCHASE PROGRAMS
 
  Purchasers of Class A shares may be entitled to reduced initial sales charges
in connection with unit investment trust reinvestment programs 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 Programs. 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 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
 
                                       20
<PAGE>   21
 
price as a dealer concession or agency commission. Persons desiring more
information with respect to this program, including the applicable terms and
conditions thereof, 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 participating investor 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 monthly basis only, even
if their investments are made more frequently. The Fund reserves the right to
modify or terminate this program at any time.
 
  NAV 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 the shares will not be resold except through redemption by the Fund,
by:
 
  (1) Current or retired trustees or directors of funds advised by the Adviser
      or Advisory Corp. and such persons' families and their beneficial
      accounts.
 
  (2) Current or retired directors, officers and employees of Morgan Stanley
      Group Inc. 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 registered representatives of financial
      institutions that have a selling group agreement with the Distributor and
      their spouses and children under 21 years of age when purchasing for any
      accounts they beneficially own, or, in the case of any such financial
      institution, when purchasing for retirement plans for such institution's
      employees; provided that such purchases are otherwise permitted by such
      institutions.
 
  (4) Registered investment advisers 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 detail 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 Code, or custodial accounts
      held by a bank created pursuant to Section 403(b) of the Code and
      sponsored by non-profit 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
 
                                       21
<PAGE>   22
 
      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 CDSC of 1.00% in the event of
      redemption within one year of purchase, and a commission will be paid to
      authorized dealers who initiate and are responsible for such sales to each
      individual as follows: 1.00% on sales to $2 million, plus 0.80% on the
      next $1 million and 0.50% on the excess over $3 million.
 
  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
herein under "Distribution and Service Plans" 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.
 
CLASS B SHARES
 
  Class B shares are offered at net asset value. Class B shares which are
redeemed within five years of purchase are subject to a CDSC at the rates set
forth in the following table, charged as a percentage of the dollar amount
subject thereto. The 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 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 CDSC, 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.
 
                                       22
<PAGE>   23
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                CONTINGENT DEFERRED SALES
                                                                CHARGE AS A PERCENTAGE OF
                    YEAR SINCE PURCHASE                      DOLLAR AMOUNT SUBJECT TO CHARGE
- --------------------------------------------------------------------------------------------
<S>                                                          <C>
First....................................................... 4.00%
Second...................................................... 4.00%
Third....................................................... 3.00%
Fourth...................................................... 2.50%
Fifth....................................................... 1.50%
Sixth and After............................................. None
</TABLE>
 
- --------------------------------------------------------------------------------
 
  In determining whether a CDSC 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 CDSC, second of shares held for over five years and
third of shares held longest during the five-year period.
 
  To provide an example, assume an investor purchased 100 shares at $10 per
share (at a cost of $1,000) and in the second year after purchase, the net asset
value per share is $12 and, during such time, the investor has acquired 10
additional shares upon dividend reinvestment. If at such time the investor makes
his or her first redemption of 50 shares (proceeds of $600), 10 shares will not
be subject to charge because of dividend reinvestment. With respect to the
remaining 40 shares, the charge is applied only to the original cost of $10 per
share and not to the increase in net asset value of $2 per share. Therefore,
$400 of the $600 redemption proceeds is subject to a deferred sales charge at a
rate of 4.00% (the applicable rate in the second year after purchase).
 
  A commission or transaction fee of 4.00% of the purchase amount will be paid
to authorized dealers at the time of purchase. Additionally, the Distributor
may, from time to time, pay additional promotional incentives in the form of
cash or other compensation, to authorized dealers that sell Class B shares of
the Fund.
 
CLASS C SHARES
 
  Class C shares are offered at net asset value. Class C shares which are
redeemed within the first year of purchase are subject to a CDSC of 1.00%. The
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 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 in an amount of $1 million or more for Class C shares
because it ordinarily will be more advantageous for an investor making such an
investment to purchase Class A shares.
 
  In determining whether a CDSC 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 CDSC and second of shares held for more than one year.
 
  A commission or transaction fee of 1.00% of the purchase amount will generally
be paid to authorized dealers at the time of purchase. Authorized dealers also
will be paid ongoing commissions and transaction fees of up to 0.75% of the
average daily net assets of the Fund's Class C shares annually generally
commencing in the second year after purchase. Additionally, the Distributor may,
from time to time, pay additional promotional incentives in the form of cash or
other compensation to authorized dealers that sell Class C shares of the Fund.
 
WAIVER OF CONTINGENT DEFERRED SALES CHARGE
 
  The CDSC is waived on redemptions of Class B shares and Class C shares (i)
following the death or disability (as defined in the Code) of a shareholder,
(ii) in connection with required minimum distributions from an IRA or other
retirement plan, (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 liquidate a shareholder's account as described herein under
"Redemption of Shares." The CDSC 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. See the Statement of
Additional Information for further discussion of waiver provisions.
 
                                       23
<PAGE>   24
 
- --------------------------------------------------------------------------------
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.
 
  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 this Prospectus, 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.
 
  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 Van Kampen Investor Services Inc., P.O. 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.
 
  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 record date. Unless the shareholder instructs otherwise, the
reinvestment plan is automatic. This instruction may be made by telephone by
calling (800) 421-5666 ((800) 421-2833 for the hearing impaired) or in 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 pre-determined amounts in the Fund. Additional
information is available from the Distributor or authorized investment dealers.
 
  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 this
Prospectus or by calling (800) 421-5666 ((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
 
                                       24
<PAGE>   25
 
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
requirements of the fund into which distributions would be invested.
Distributions are invested into the selected fund at its net asset value as of
the payable date of the distribution.
 
  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 values 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 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. Under normal circumstances, it is
the policy of the Adviser not to approve such request.
 
  When Class B shares and Class C shares are exchanged among Participating
Funds, the holding period for purposes of computing the CDSC is based upon the
date of the initial purchase of such shares from a Participating Fund (the
"original fund"). Upon redemption from the Participating Funds' complex of
funds, Class B shares and Class C shares are subject to the CDSC schedule
imposed by the original fund.
 
  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 this
Prospectus. Van Kampen and its subsidiaries, including Investor Services
(collectively, "VK"), 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 VK nor the Fund
will be liable for following telephone instructions which it reasonably believes
to be genuine. VK and the Fund may be liable for any losses due to unauthorized
or fraudulent instructions if reasonable procedures are not followed. 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 file a
specific written request. The Fund reserves the right to reject any order to
acquire its shares through exchange. 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.
 
  A prospectus of any of these mutual 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.
 
  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, semi-annual or annual checks in any amount, not less
than $25. Such a systematic withdrawal plan may also be maintained by an
investor
 
                                       25
<PAGE>   26
 
purchasing shares for a retirement plan established on a form made available by
the Fund. See "Shareholder Services -- Retirement Plans."
 
  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 CDSC. 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. 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.
 
  CHECK WRITING PRIVILEGE. A Class A shareholder holding shares of the Fund for
which certificates have not been issued and which are in a non-escrow status may
appoint Investor Services as agent by completing the Authorization for
Redemption by Check form and the appropriate section of the application and
returning the form and the application to Investor Services. Once the form is
properly completed, signed and returned to the agent, a supply of checks drawn
on State Street Bank and Trust Company (the "Bank") will be sent to the Class A
shareholder. These checks may be made payable by the Class A shareholder to the
order of any person in any amount of $100 or more.
 
  When a check is presented to the Bank for payment, full and fractional Class A
shares required to cover the amount of the check are redeemed from the
shareholder's Class A account by Investor Services at the next determined net
asset value. Check writing redemptions represent the sale of Class A shares. Any
gain or loss realized on the sale of shares is a taxable event. See "Redemption
of Shares."
 
  Checks will not be honored for redemption of Class A shares held less than 15
calendar days, unless such Class A shares have been paid for by bank wire. Any
Class A shares for which there are outstanding certificates may not be redeemed
by check. If the amount of the check is greater than the proceeds of all
uncertificated shares held in the shareholder's Class A account, the check will
be returned and the shareholder may be subject to additional charges. A Class A
shareholder may not liquidate the entire account by means of a check. The check
writing privilege may be terminated or suspended at any time by the Fund or the
Bank. Retirement Plans and accounts that are subject to backup withholding are
not eligible for the privilege. A "stop payment" system is not available on
these checks. See the Statement of Additional Information for further
information regarding the establishment of the privilege.
 
  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.van-kampen.com for further instruction. VK 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 VK 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.
 
- --------------------------------------------------------------------------------
REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
 
  REGULAR REDEMPTIONS. Shareholders may redeem for cash some or all of their
shares of the Fund at any time. To do so, a written request in proper form must
be sent directly to Van Kampen Investor Services Inc., P.O. Box 418256, Kansas
City, Missouri 64141-9256. Shareholders may also place redemption requests
through an authorized dealer. Orders received from authorized dealers must be at
least $500 unless transmitted via the FUNDSERV network. The redemption price for
such shares is the net asset value next calculated after an order 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.
 
  As described herein under "Purchase of Shares," redemptions of Class B shares
and Class C shares are subject to a CDSC. In addition, a CDSC of 1.00% may be
imposed on certain redemptions of Class A shares made within one year of
 
                                       26
<PAGE>   27
 
purchase for investment of $1 million or more. The CDSC incurred upon redemption
is paid to the Distributor in reimbursement for distribution-related expenses. A
custodian of a retirement plan account may charge fees based on the custodian's
independent fee schedule.
 
  The request for redemption 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. For example, although the Fund normally does
not issue certificates for shares, it will do so if a special request has been
made to Investor Services. In the case of shareholders holding certificates, the
certificates for the shares being redeemed 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. Where Van Kampen Trust
Company serves as IRA custodian, special IRA, 403(b)(7), or Keogh distribution
forms must be obtained from and be forwarded to Van Kampen Trust Company, P.O.
Box 944, Houston, Texas 77001-0944. Contact the custodian for information.
 
  In the case of redemption requests sent directly to Investor Services, the
redemption price is the net asset value per share next determined after the
request is received. Payment for shares redeemed will be made by check mailed
within seven days after acceptance 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. If the shares
to be redeemed have been recently purchased by check, Investor Services may
delay mailing a redemption check 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.
 
  TELEPHONE REDEMPTIONS. In addition to the regular redemption procedures set
forth above, 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) 421-5666 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. VK 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 VK nor the Fund will be liable for
following telephone instructions which it reasonably believes to be genuine. VK
and the Fund may be liable for any losses due to unauthorized or fraudulent
instructions if reasonable procedures are not followed. 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 regular redemption
procedure previously described. Requests received by Investor Services prior to
4:00 p.m., New York time, on a regular business day will be processed at the net
asset value per share determined that day. These privileges are available for
all accounts other than retirement accounts. The telephone redemption privilege
is not available for 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 are expected to be wired on the next
 
                                       27
<PAGE>   28
 
business day following the date of redemption. This service is also not
available with respect to shares held in an individual retirement account (IRA)
for which Van Kampen Trust Company acts as custodian. The Fund reserves the
right at any time to terminate, limit or otherwise modify this redemption
privilege.
 
  GENERAL REDEMPTION INFORMATION. The Fund may redeem any shareholder account
with a net asset 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 is required and the
shareholder is 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.
 
  REDEMPTION UPON DISABILITY. The Fund will waive the CDSC on redemptions
following the 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 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 disability before it determines to waive the
CDSC on Class B shares and Class C shares.
 
  In cases of disability, the CDSC on Class B shares and Class C shares will be
waived where the 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 initial determination of disability. This waiver of the CDSC on
Class B shares and Class C shares applies to a total or partial redemption, but
only to redemptions of shares held at the time of the initial determination of
disability.
 
  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 CDSC
paid upon such redemption. Such reinstatement is made at the net asset value
(without sales charge except as described under "Shareholder
Services -- Exchange Privilege") next determined after the order is received,
which must be within 180 days after the date of the redemption. Reinstatement at
net asset value 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.
 
- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS
- --------------------------------------------------------------------------------
 
  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 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 each class. The Distribution Plan and the Service
Plan are being implemented through an agreement with the Distributor and
sub-agreements between the Distributor and brokers, dealers or financial
intermediaries (collectively, "Selling Agreements") that may provide for their
customers or clients certain services or assistance.
 
  CLASS A SHARES. 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
Distributor and by brokers, dealers or financial intermediaries and in
connection with the maintenance of such shareholders' accounts. The Fund pays
the Distributor the lesser of the balance of the 0.25% not paid to such brokers,
dealers or financial intermediaries or the amount of the Distributor's actual
distribution-related expense.
 
                                       28
<PAGE>   29
 
  CLASS B SHARES. 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. 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. From such amount, the Fund, or the Distributor as agent for
the Fund, pays brokers, dealers or financial intermediaries in connection with
the distribution of the Class C shares up to 0.75% of the Fund's average daily
net assets attributable to Class C shares maintained in the Fund more than one
year by such broker's, dealer's or financial intermediary's customers. The Fund
pays the Distributor the lesser of the balance of 0.75% not paid to such
brokers, dealers or financial intermediaries or the amount of the Distributor's
actual distribution-related expense attributable to the Class C shares. 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.
 
  OTHER INFORMATION. Amounts payable to the Distributor with respect to the
Class A shares under the Distribution Plan in a given year may not fully
reimburse the Distributor for its actual distribution-related expenses during
such year. In such event, with respect to the Class A shares, there is no
carryover of such reimbursement obligations to succeeding years.
 
  The Distributor's actual expenses with respect to Class B shares or Class C
shares for any given year may exceed the amounts payable to the Distributor with
respect to such class of shares under the Distribution Plan, the Service Plan
and payments received pursuant to the CDSC. In such event, with respect to any
such class of shares, any unreimbursed expenses will be carried forward and paid
by the Fund (up to the amount of the actual expenses incurred) in future years
so long as such Distribution Plan is 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 or Class C share may be greater or less than the amount
of the initial commission (including carrying cost) paid by the Distributor with
respect to such share. In such circumstances, a shareholder of a share may be
deemed to incur expenses attributable to other shareholders of such class. As of
August 31, 1997, there were $6,765,650 and $583,750 of unreimbursed
distribution-related expenses with respect to Class B shares and Class C shares,
respectively, representing 3.42% and 1.90% of the Fund's net assets attributable
to Class B shares and Class C shares, respectively. If the Distribution Plan was
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 CDSCs.
 
  The Distributor will not use the proceeds from the CDSC applicable to a
particular class of shares to defray distribution-related expenses attributable
to any other class of shares. Various federal and state laws prohibit national
banks and some state-chartered commercial banks from underwriting or dealing in
the Fund's shares. In addition, state securities laws on this issue may differ
from the interpretations of federal law, and banks and financial institutions
may be required to register as dealers pursuant to state law. In the unlikely
event that a court were to find that these laws prevent such banks from
providing such services described above, the Fund would seek alternate providers
and expects that shareholders would not experience any disadvantage.
 
- --------------------------------------------------------------------------------
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. Interest earned from investments is the Fund's main source of
income. Substantially all of this income, less expenses, is distributed monthly
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. See "Shareholder Services -- Reinvestment
Plan."
 
                                       29
<PAGE>   30
 
  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 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. See "Shareholder Services -- Reinvestment Plan."
 
- --------------------------------------------------------------------------------
TAX STATUS
- --------------------------------------------------------------------------------
 
  FEDERAL INCOME TAXATION.  The Fund has qualified and intends to continue to
qualify each year to be treated as a regulated investment company under
Subchapter M of the Code. To qualify as a regulated investment company, the Fund
must comply with certain requirements of the Code relating to, among other
things, the 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 tax-exempt interest, 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.
 
  In order to avoid a 4% excise tax, the Fund will be required to distribute, by
December 31 of each year, at least 98% of its ordinary income (not including
tax-exempt income) for such year and at least 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 31 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.
 
  The Fund's ability to dispose of portfolio securities may be limited by the
requirement for qualification as a regulated investment company that less than
30% of the Fund's annual gross income be derived from the disposition of
securities held for less than three months. Under recently enacted legislation,
this requirement will no longer be applicable to the Fund beginning on July 1,
1998.
 
                                       30
<PAGE>   31
 
  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.
 
  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 gains 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 gains dividends), see "Capital Gains Rates Under the 1997 Tax
Act" below. Tax-exempt shareholders not subject to federal income tax on their
income generally will not be taxed on distributions from the Fund.
 
  Shareholders receiving distributions in the form of additional shares issued
by the Fund will be treated for federal income tax purposes as receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the distribution date. The basis of such shares will equal 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. Fund distributions
generally will not qualify for the dividends received deduction for
corporations.
 
  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 31 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.
 
  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.
 
  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 under the 1997 Tax Act"
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 gains dividends received
                                       31
<PAGE>   32
 
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.
 
  CAPITAL GAINS RATES UNDER THE 1997 TAX ACT.  Under the Taxpayer Relief Act of
1997 (the "1997 Tax Act"), the maximum tax rates applicable to net capital gains
recognized by individuals and other non-corporate taxpayers are (i) the same as
ordinary income rates for capital assets held for one year or less, (ii) 28% for
capital assets held for more than one year but not more than 18 months and (iii)
20% for capital assets held for more than 18 months. The 1997 Tax Act did not
affect the maximum long-term capital gains rate for corporations, which remains
at 35%. The new tax rates for capital gains under the 1997 Tax Act described
above apply to distributions of capital gains dividends by regulated investment
companies such as the Fund as well as to sales and exchanges of shares in
regulated investment companies such as the Fund. With respect to capital losses
recognized on dispositions of shares held six months or less where such losses
are treated as long-term capital losses to the extent of prior capital gains
dividends received on such shares (see "Sale of Shares" above), it is unclear
how such capital losses offset the capital gains referred to above. Shareholders
should consult their own tax advisors as to the application of the new capital
gains rates to their particular circumstances.
 
  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 of 4.75% 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 CDSC has been paid.
The Fund's total return will vary depending on market conditions, the securities
comprising the Fund's portfolio, the Fund's operating expenses and unrealized
net capital gains or losses during the period. Since Class A shares of the Fund
were offered at a maximum sales charge of 6.75% prior to June 12, 1989, actual
Fund total return would have been somewhat less than that computed on the basis
of the current maximum sales charge. Total return is based on historical
earnings and asset value fluctuations and is not intended to indicate future
performance. No adjustments are made to reflect any income taxes payable by
shareholders on dividends and distributions paid by the Fund or to reflect the
fact no 12b-1 fees were incurred prior to October 1, 1989.
 
  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.
 
  In addition to total return information, the Fund may also advertise its
current "yield." Yield figures are based on historical earnings and are not
intended to indicate future performance. Yield is determined by analyzing the
Fund's net income per share for a 30-day (or one-month) period (which period
will be stated in the advertisement), and dividing by the maximum offering price
per share on the last day of the period. A "bond equivalent" annualization
method is used to reflect a semiannual compounding.
 
  For purposes of calculating yield quotations, net income is determined by a
standard formula prescribed by the SEC to facilitate comparison with yields
quoted by other investment companies. Net income computed for this formula
differs from net income reported by the Fund in accordance with generally
accepted accounting principles and from net income computed for federal income
tax reporting purposes. Thus the yield computed for a period may be greater or
less than the Fund's then current dividend rate.
 
                                       32
<PAGE>   33
 
  The Fund's yield is not fixed and will fluctuate in response to prevailing
interest rates and the market value of portfolio securities, and as a function
of the type of securities owned by the Fund, portfolio maturity and the Fund's
expenses.
 
  Yield quotations should be considered relative to changes in the net asset
value of the Fund's shares, the Fund's investment policies, and the risks of
investing in shares of the Fund. For example, the high yields of lower rated
bonds in which the Fund invests reflect the risk that the value of the bonds may
be impaired in a financial restructuring or default by the issuer. The
investment return and principal value of an investment in the Fund will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.
 
  Yield and total return are calculated separately for Class A shares, Class B
shares and Class C shares. Class A shares total return figures include the
maximum sales charge of 4.75%; Class B shares and Class C shares total return
figures include any applicable CDSC. Because of the differences in sales charges
and distribution fees, the total returns for each of the classes 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.
 
  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, 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 financial nationally recognized
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 Fund
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 provided in narrative form. These hypotheticals will be
accompanied by standard performance information required by the SEC as described
above.
 
  The Fund's Annual Report and Semi-Annual Report contain additional performance
information. A copy of the Annual Report or Semi-Annual Report may be obtained
without charge by calling or writing the Fund at the telephone number and
address printed on the cover of this Prospectus.
 
- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF THE FUND
- --------------------------------------------------------------------------------
 
  The Fund was originally incorporated in Texas on July 11, 1978, and was
re-incorporated by merger into a Maryland corporation on July 2, 1992. The Fund
was again reorganized as a business trust under the laws of the State of
Delaware as of August 5, 1995 and on July 14, 1998 adopted its current name.
 
  The authorized capitalization of the Fund consists of an unlimited number of
shares of beneficial interest, par value $0.01 per share, divided into classes.
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 Fund's Declaration of Trust.
 
                                       33
<PAGE>   34
 
  Each class of shares represents an interest in the same assets of the Fund and
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. Except as described herein, there are no conversion,
preemptive or other subscription rights. 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 debt and expenses of the Fund have been paid. Since Class B
shares and Class C shares pay higher distribution fees and transfer agent costs,
the liquidation proceeds to Class B shareholders and Class C shareholders are
likely to be lower than to other shareholders.
 
  The Fund 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
1940 Act. More detailed information concerning the Fund is set forth in the
Statement of Additional Information.
 
  The Fund's Declaration of Trust provides that no Trustee, officer or
shareholder of the Fund shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any obligation
or liability of the Fund but the assets of the Fund only shall be liable.
 
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
 
  This Prospectus and the Statement of Additional Information do not contain all
the information set forth in the Registration Statement filed by the Fund with
the SEC under the Securities Act of 1933. Copies of the Registration Statement
may be obtained at a reasonable charge from the SEC or may be examined, without
charge, at the office of the SEC in Washington, D.C.
 
  The fiscal year end of the Fund is August 31. The Fund sends to its
shareholders at least semi-annually reports showing the Fund's portfolio and
other information. An Annual Report, containing financial statements audited by
the Fund's independent accountants, is sent to shareholders each year. After the
end of each year, shareholders will receive federal tax information regarding
dividends and capital gains distributions.
 
                                       34
<PAGE>   35
 
- --------------------------------------------------------------------------------
APPENDIX -- DESCRIPTION OF BOND RATINGS
- --------------------------------------------------------------------------------
 
  STANDARD & POOR'S RATINGS GROUP--A brief description of the applicable
Standard & Poor's Ratings Group (S&P) rating symbols and their meanings (as
published by S&P follows):
 
      A S&P corporate or municipal debt rating is a current assessment of the
    creditworthiness of an obligor with respect to a specific obligation. This
    assessment may take into consideration obligors such as guarantors,
    insurers, or lessees.
 
      The debt rating is not a recommendation to purchase, sell, or hold a
    security, inasmuch as it does not comment as to market price or suitability
    for a particular investor.
 
      The ratings are based on current information furnished by the issuer or
    obtained by S&P from other sources it considers reliable. S&P does not
    perform an audit in connection with any rating and may, on occasion, rely on
    unaudited financial information. The ratings may be changed, suspended, or
    withdrawn as a result of changes in, or unavailability of, such information,
    or based on other circumstances.
 
     The ratings are based, in varying degrees, on the following considerations:
 
     1. Likelihood of payment--capacity and willingness of the obligor to meet
        its financial commitment on an obligation in accordance with the terms
        of the obligation:
 
     2. Nature of and provisions of the obligation:
 
     3. Protection afforded by, and relative position of, the obligation in the
        event of bankruptcy, reorganization, or other arrangement under the laws
        of bankruptcy and other laws affecting creditor's rights.
 
LONG-TERM DEBT--INVESTMENT GRADE
 
  AAA: Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
 
  AA: Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
 
  A: Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in the higher rated categories.
 
  BBB: Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
 
SPECULATIVE GRADE
 
  BB, B, CCC, CC, C: Debts rated "BB", "B", "CCC", "CC" and "C" are regarded as
having significant speculative characteristics with respect to capacity to pay
interest and repay principal. "BB" indicates the least degree of speculation and
"C" the highest. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or large exposures
to adverse conditions.
 
  BB: Debt rated "BB" is less vulnerable to default than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The "BB" rating
category is also used for debt subordinated to senior debt that is assigned an
actual or implied "BBB-" rating.
 
  B: Debt rated "B" is more vulnerable to default than debts rated "BB" but
currently has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The "B" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "BB" or "BB-" rating.
 
  CCC: Debt rated "CCC" is currently vulnerable to default, and is dependent
upon favorable business, financial, and economic conditions to meet timely
payment of interest and repayment of principal. In the event of adverse
business,
 
                                       35
<PAGE>   36
 
financial, or economic conditions, it is not likely to have the capacity to pay
interest and repay principal. The "CCC" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied "B" or "B-"
rating.
 
  CC: Debt rated "CC" is currently highly vulnerable to nonpayment. The rating
"CC" is also used for debt subordinated to senior debt that is assigned an
actual or implied "CCC" rating.
 
  C: The "C" rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but debt service payments are
continued. The rating "C" typically is applied to debt subordinated to senior
debt which is assigned an actual or implied "CCC-" debt rating.
 
  D: Debt rated "D" is in payment default. The "D" rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The 'D' rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if debt
service payments are jeopardized.
 
  PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
 
  NR: Not rated. (No ranking because of insufficient data or because the stock
is not amenable to the ranking process.)
 
  R: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe payment risk -- such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
 
  DEBT OBLIGATIONS OF ISSUERS OUTSIDE THE UNITED STATES AND ITS TERRITORIES are
rated on the same basis as domestic corporate and municipal issues. The ratings
measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.
 
  BOND INVESTMENT QUALITY STANDARDS:  Under present commercial bank regulations
issued by the Comptroller of the Currency, bonds rated in the top four
categories ("AAA", "AA", "A," "BBB", commonly known as "investment grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the laws of various states governing legal investments impose certain rating or
other standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.
 
  MOODY'S INVESTORS SERVICE -- A brief description of the applicable Moody's
Investors Service (Moody's) rating symbols and their meanings (as published by
Moody's Investor Service) follows:
 
  AAA: Bonds which are rated AAA are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
 
  AA: Bonds which are rated AA are judged to be of high quality by all
standards. Together with the AAA group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than AAA securities.
 
  A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
 
  BAA: Bonds which are rated BAA are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payment and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
 
  BA: Bonds which are rated BA are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
                                       36
<PAGE>   37
 
  B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
 
  CAA: Bonds which are rated CAA are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
 
  CA: Bonds which are rated CA represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
 
  C: Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
 
  Note: Moody's applies the numerical modifiers 1, 2, and 3 in each generic
rating classification from AA to B. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates that the issue ranks in the
lower end of its generic rating category.
 
  ABSENCE OF RATING: Where no rating has been assigned or where a rating has
been suspended or withdrawn, it may be for reasons unrelated to the quality of
the issue.
 
  Should no rating be assigned, the reason may be one of the following:
 
        1. An application for rating was not received or accepted.
 
        2. The issue or issuer belongs to a group of securities or companies
           that are not rated as a matter of policy.
 
        3. There is a lack of essential data pertaining to the issue or issuer.
 
        4. The issue was privately placed, in which case the rating is not
           published in Moody's publications.
 
  Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.
 
PREFERRED STOCK RATINGS
 
  Both S&P and Moody's use the same designations for preferred stock as they do
for corporate bonds except in the case of Moody's preferred stock ratings the
initial letter rating is not capitalized. While the descriptions are tailored
for preferred stocks, the relative quality distinctions are comparable to those
described above for corporate bonds.
 
                                       37
<PAGE>   38
 
EXISTING SHAREHOLDERS--
FOR INFORMATION ON YOUR
EXISTING ACCOUNT PLEASE CALL
THE FUND'S TOLL-FREE
NUMBER--(800) 341-2911
 
PROSPECTIVE INVESTORS--CALL
YOUR BROKER OR (800) 421-5666
 
DEALERS--FOR DEALER
INFORMATION, SELLING
AGREEMENTS, WIRE ORDERS,
OR REDEMPTIONS CALL THE
DISTRIBUTOR'S TOLL-FREE
NUMBER--(800) 421-5666
 
FOR SHAREHOLDER AND
DEALER INQUIRIES THROUGH
TELECOMMUNICATIONS
DEVICE FOR THE DEAF (TDD)
DIAL (800) 421-2833
 
FOR AUTOMATED TELEPHONE SERVICES
DIAL (800) 847-2424
VAN KAMPEN HIGH INCOME
CORPORATE BOND FUND
One Parkview Plaza
Oakbrook Terrace, IL 60181

Investment Adviser
 
VAN KAMPEN ASSET
MANAGEMENT INC.
One Parkview Plaza
Oakbrook Terrace, IL 60181

Distributor
 
VAN KAMPEN FUNDS INC.
One Parkview Plaza
Oakbrook Terrace, IL 60181

Transfer Agent
 
VAN KAMPEN INVESTOR
SERVICES INC.
P.O. Box 418256
Kansas City, MO 64141-9256
Attn: Van Kampen High Income
     Corporate Bond Fund

Custodian
 
STATE STREET BANK AND
TRUST COMPANY
225 West Franklin Street, P.O. Box 1713
Boston, MA 02105-1713
Attn: Van Kampen High Income
     Corporate Bond Fund

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

Independent Accountants
 
PRICEWATERHOUSECOOPERS LLP
200 East Randolph Drive
Chicago, IL 60601
<PAGE>   39
 
- --------------------------------------------------------------------------------
 
                                  HIGH INCOME
                              CORPORATE BOND FUND
 
- --------------------------------------------------------------------------------
 
       P       R       O      S      P      E      C      T      U      S
 
                       DECEMBER 29, 1997, AS SUPPLEMENTED
                       ON JANUARY 2, 1998, MARCH 9, 1998,
                       JULY 14, 1998 AND OCTOBER 14, 1998
 
                            [VAN KAMPEN FUNDS LOGO]
                                                                   HYI PRO 10/98


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