<PAGE> 1
VAN KAMPEN PACE FUND
SUPPLEMENT DATED MAY 25, 2000, TO THE
PROSPECTUS DATED OCTOBER 28, 1999,
SUPERCEDING ALL PRIOR SUPPLEMENTS
The Prospectus is hereby supplemented as follows:
(1) The section entitled "INVESTMENT ADVISORY SERVICES -- PORTFOLIO
MANAGEMENT" is hereby deleted in its entirety and replaced with the following:
PORTFOLIO MANAGEMENT. Senior Portfolio Managers Michael Davis and Mary Jayne
Maly are responsible as lead managers for the day-to-day management of the
Fund's investment portfolio.
Mr. Davis has been a Senior Portfolio Manager since April 2000, and a Vice
President and Portfolio Manager of the Adviser since March 1998. Prior to March
1998 he was the owner of Davis Equity Research, a stock research company. Mr.
Davis has been an investment professional since 1983. He has been affiliated
with the Fund since May 2000.
Ms. Maly has been a Senior Portfolio Manager since April 2000, and a Vice
President and Portfolio Manager of the Adviser since July 1998. From July 1997
to June 1998, she was a Vice President at Morgan Stanley Asset Management Inc.
and assisted in the management of the Morgan Stanley Institutional Real Estate
Funds and the Van Kampen American Capital Real Estate Securities Fund. Prior to
July 1997, she was a Vice President and Portfolio Manager of the Adviser. Prior
to November 1992, Ms. Maly was a Vice President and Senior Equity Analyst at
Texas Commerce Investment Management Company. She has been affiliated with the
Fund since May 2000.
Thomas Copper is co-manager for the day-to-day management of the Fund's
investment portfolio. Mr. Copper has been a Vice President and Portfolio Manager
of the Adviser and Advisory Corp. since March 1998, Assistant Vice President of
the Adviser and Advisory Corp. since June 1995, and has been employed by the
Adviser since 1986. He has been affiliated with the Fund since May 1999.
Jeff D. New is co-manager for the day-to-day management of the Fund's
investment portfolio. Mr. New has been a Senior Vice President and Senior
Portfolio Manager of the Adviser since December 1997. Prior to December 1997, he
was a Vice President and Portfolio Manager of the Adviser. Prior to December
1994, Mr. New was an Associate Portfolio Manager of the Adviser. He has been
affiliated with the Fund since May 2000.
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(2) The information on the inside back cover of the Prospectus under the
heading "BOARD OF TRUSTEES AND OFFICERS -- BOARD OF TRUSTEES" is hereby amended
by deleting Paul G. Yovovich, effective April 14, 2000, and by deleting and
replacing Richard M. DeMartini* and Don G. Powell* with Mitchell M. Merin* and
Richard F. Powers, III*, effective December 15, 1999.
(3) The information on the inside back cover of the Prospectus under the
heading "BOARD OF TRUSTEES AND OFFICERS -- OFFICERS" is hereby amended by
deleting all information pertaining to Curtis W. Morell* and Tanya M. Loden*,
effective January 31, 2000, Dennis J. McDonnell*, effective March 31, 2000,
Peter W. Hegel*, effective May 31, 2000, and by deleting and replacing Stephen
L. Boyd's title of Vice President with Executive Vice President and Chief
Investment Officer and Edward C. Wood, III*, Vice President, with John H.
Zimmermann, III*, Vice President, effective April 17, 2000.
(4) The information on the inside back cover of the Prospectus under the
heading "FOR MORE INFORMATION -- INDEPENDENT ACCOUNTANTS" is hereby deleted and
replaced with the following:
ERNST & YOUNG LLP
233 South Wacker Drive
Chicago, Illinois 60606
RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
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VAN KAMPEN PACE FUND
SUPPLEMENT DATED MAY 25, 2000 TO THE
STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 28, 1999,
SUPERCEDING ALL PRIOR SUPPLEMENTS
The Statement of Additional Information is hereby supplemented as follows:
(1) The section entitled "TRUSTEES AND OFFICERS" is hereby amended by
deleting all information pertaining to Paul G. Yovovich, effective April 14,
2000, and Richard M. DeMartini and Don G. Powell, effective December 15, 1999.
(2) The section entitled "TRUSTEES AND OFFICERS--TRUSTEES" is hereby
amended, effective December 15, 1999, by adding the following:
<TABLE>
<S> <C>
Mitchell M. Merin*................... President and Chief Operating Officer of asset management of
Two World Trade Center Morgan Stanley Dean Witter since December 1998. President
66th Floor and Director since April 1997 and Chief Executive Officer
New York, NY 10048 since June 1998 of Morgan Stanley Dean Witter Advisors Inc.
Date of Birth: 08/13/53 and Morgan Stanley Dean Witter Services Company Inc.
Chairman, Chief Executive Officer and Director of Morgan
Stanley Dean Witter Distributors Inc. since June 1998.
Chairman and Chief Executive Officer since June 1998, and
Director since January 1998, of Morgan Stanley Dean Witter
Trust FSB. Director of various Morgan Stanley Dean Witter
subsidiaries. President of the Morgan Stanley Dean Witter
funds and Discover Brokerage Index Series since May 1999.
Trustee/Director of each of the funds in the Fund Complex,
and Vice President of other investment companies advised by
the Advisers and their affiliates. Previously Chief
Strategic Officer of Morgan Stanley Dean Witter Advisors
Inc. and Morgan Stanley Dean Witter Services Company Inc.
and Executive Vice President of Morgan Stanley Dean Witter
Distributors Inc. April 1997-June 1998, Vice President of
the Morgan Stanley Dean Witter Funds and Discover Brokerage
Index Series May 1997-April 1999, and Executive Vice
President of Dean Witter, Discover & Co.
Richard F. Powers, III*.............. Chairman, President and Chief Executive Officer of Van
1 Parkview Plaza Kampen Investments. Chairman, Director and Chief Executive
P.O. Box 5555 Officer of the Advisers, the Distributor, Van Kampen
Oakbrook Terrace, IL 60181-5555 Advisors Inc. and Van Kampen Management Inc. Director and
Date of Birth: 02/02/46 officer of certain other subsidiaries of Van Kampen
Investments. Trustee/Director and President of each of the
funds in the Fund Complex. Trustee, President and Chairman
of the Board of other investment companies advised by the
Advisers and their affiliates, and Chief Executive Officer
of Van Kampen Exchange Fund. Prior to May 1998, Executive
Vice President and Director of Marketing at Morgan Stanley
Dean Witter and Director of Dean Witter Discover & Co. and
Dean Witter Realty. Prior to 1996, Director of Dean Witter
Reynolds Inc.
</TABLE>
(3) The footnote at the end of the section entitled "TRUSTEES AND
OFFICERS--TRUSTEES" is hereby deleted in its entirety and replaced with the
following:
* Such trustee is an "interested person" (within the meaning of Section
2(a)(19) of the 1940 Act). Mr. Whalen is an interested person of each of the
funds in the Fund Complex by reason of his firm currently acting as legal
counsel to each of the Funds in the Fund Complex. Messrs. Merin and Powers are
interested persons of each of the Funds in the Fund Complex and the Advisers by
reason of their positions with Morgan Stanley Dean Witter or its affiliates.
(4) The section entitled "TRUSTEES AND OFFICERS--OFFICERS" is hereby
amended by deleting all information pertaining to Curtis W. Morell and Tanya M.
Loden, effective January 31, 2000, Dennis J. McDonnell,
<PAGE> 4
effective March 31, 2000, Edward C. Wood, III and Stephen L. Boyd, effective
April 17, 2000, and Peter W. Hegel, effective May 31, 2000, and by adding the
following:
<TABLE>
<S> <C>
Stephen L. Boyd...................... Executive Vice President and Chief Investment Officer of Van
Date of Birth: 11/16/40 Kampen Investments, and President and Chief Operating
Executive Vice President and Officer of the Advisers. Executive Vice President and Chief
Chief Investment Officer Investment Officer of each of the funds in the Fund Complex
and certain other investment companies advised by the
Advisers or their affiliates. Prior to April 2000, Vice
President and Chief Investment Officer of the Advisers.
Prior to October 1998, Vice President and Senior Portfolio
Manager with AIM Capital Management, Inc. Prior to February
1998, Senior Vice President and Portfolio Manager of Van
Kampen American Capital Asset Management, Inc., Van Kampen
American Capital Investment Advisory Corp. and Van Kampen
American Capital Management, Inc.
John H. Zimmermann, III.............. Senior Vice President and Director of Van Kampen
Date of Birth: 11/25/57 Investments, President and Director of the Distributor and
Vice President President of Van Kampen Insurance Agency of Illinois Inc.
Vice President of each of the funds in the Fund Complex.
From November 1992 to December 1997, Senior Vice President
of the Distributor.
</TABLE>
(5) The second sentence of the first paragraph immediately following the
section entitled "TRUSTEES AND OFFICERS -- OFFICERS" is hereby deleted in its
entirety.
(6) The footnote to the "CLASS A SHARES SALES CHARGE TABLE" at the end of
the second paragraph in the section entitled "DISTRIBUTION AND SERVICE" is
hereby deleted in its entirety and replaced with the following:
* No sales charge is payable at the time of purchase on investments of
$1 million or more, although the Fund may impose a contingent deferred
sales charge of 1.00% on certain redemptions made within one year of
purchase. A commission or transaction fee will be paid by the Distributor
at the time of purchase directly out of the Distributor's assets (and not
out of the Fund's assets) to authorized dealers who initiate and are
responsible for purchases of $1 million or more computed on a percentage of
the dollar value of such shares sold as follows: 1.00% on sales to $2
million, plus 0.80% on the next $1 million and 0.50% on the excess over $3
million. For single purchases of $20 million or more by an individual
retail investor the Distributor will pay, at the time of purchase and
directly out of the Distributor's assets (and not out of the Fund's
assets), a commission or transaction fee of 1.00% to authorized dealers who
initiate and are responsible for such purchases. The commission or
transaction fee of 1.00% will be computed on a percentage of the dollar
value of such shares sold.
(7) The last paragraph in the section entitled "DISTRIBUTION AND SERVICE"
is hereby deleted in its entirety and replaced with the following:
The Distributor has entered into agreements with the following firms: (1)
Merrill Lynch, Pierce, Fenner & Smith, Incorporated, (2) Smith Barney, Inc. and
(3) The Prudential Insurance Company of America. Shares of the Fund will be
offered pursuant to such firm's retirement plan alliance program(s). Trustees
and other fiduciaries of retirement plans seeking to invest in multiple fund
families through broker-dealer retirement plan alliance program should contact
the firms mentioned above for further information concerning the program(s)
including, but not limited to, minimum investment and operational requirements.
(8) The information in the section entitled "OTHER
INFORMATION -- INDEPENDENT ACCOUNTANTS" is hereby deleted in its entirety and
replaced with the following:
Independent accountants for the Fund perform an annual audit of the Fund's
financial statements. The Fund's Board of Trustees has engaged Ernst & Young
LLP, located at 233 South Wacker Drive, Chicago, Illinois 60606, to be the
Fund's independent accountants, effective May 18, 2000. PricewaterhouseCoopers
LLP, located at 200 East Randolph Drive, Chicago, Illinois 60601 ("PWC"), ceased
being the Fund's independent accountants effective May 18, 2000. The cessation
of the client-auditor relationship between the Fund and PWC was based solely on
a possible future business relationship by PWC with an affiliate of the
<PAGE> 5
Fund's investment adviser. The change in independent accountants was approved by
the Fund's audit committee and the Fund's Board of Trustees, including Trustees
who are not "interested persons" of the Fund (as defined in the 1940 Act).
RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
