VAN KAMPEN TRUST, 485BPOS, 1998-10-28

VAN KAMPEN TRUST
485BPOS, 1998-10-28

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998

REGISTRATION NOS. 33-4410
811-4629
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]

Post-Effective Amendment No. 43 [X]

and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 44 [X]
</TABLE>

VAN KAMPEN TRUST

(Exact Name of Registrant as Specified in Agreement and Declaration of Trust)

One Parkview Plaza, Oakbrook Terrace, Illinois 60181
(Address of Principal Executive Offices) (Zip Code)

(630) 684-6000
Registrant's Telephone Number, Including Area Code

RONALD A. NYBERG, ESQ.
Executive Vice President,
General Counsel and Secretary

Van Kampen Investments Inc.

One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(Name and Address of Agent for Service)
------------------------

Copies to:

WAYNE W. WHALEN, ESQ.
THOMAS A. HALE, ESQ.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 W. Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
------------------------

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

It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate check the following box:

[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Title of Securities Being Registered: Shares of Beneficial Interest, par value
$0.01 per share
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<PAGE> 2

EXPLANATORY NOTE

This Post-Effective Amendment No. 43 to the Registrant's Registration
Statement contains three Prospectuses and three Statements of Additional
Information describing three series of the Registrant (the "Applicable Series").
The Registration Statement is organized as follows:

Facing Page

Cross Reference Sheet with respect to the Applicable Series

Prospectuses with respect to the Applicable Series in the following order:

Van Kampen High Yield Fund

Van Kampen Short-Term Global Income Fund

Van Kampen Strategic Income Fund

Statements of Additional Information with respect to the Applicable Series
in the following order:

Van Kampen High Yield Fund

Van Kampen Short-Term Global Income Fund

Van Kampen Strategic Income Fund

Part C Information

Exhibits
<PAGE> 3

VAN KAMPEN HIGH YIELD FUND

VAN KAMPEN SHORT-TERM GLOBAL INCOME FUND

VAN KAMPEN STRATEGIC INCOME FUND

CROSS REFERENCE SHEET
(AS REQUIRED BY ITEM 501(B) OF REGULATION S-K)

<TABLE>
<CAPTION>
ITEM NUMBER OF LOCATION OR CAPTION
FORM N-1A IN PROSPECTUS
-------------- -------------------
<S> <C> <C>
PART A INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page.................. Cover Page
Item 2. Synopsis.................... PROSPECTUS SUMMARY; SHAREHOLDER TRANSACTION EXPENSES;
ANNUAL FUND OPERATING EXPENSES AND EXAMPLE
Item 3. Condensed Financial
Information............... SHAREHOLDER TRANSACTION EXPENSES; ANNUAL FUND OPERATING
EXPENSES AND EXAMPLE; FINANCIAL HIGHLIGHTS; FUND
PERFORMANCE; SHAREHOLDER SERVICES; ADDITIONAL INFORMATION
Item 4. General Description of
Registrant................ THE FUND; INVESTMENT OBJECTIVES AND POLICIES; INVESTMENT
PRACTICES; DESCRIPTION OF SHARES OF THE FUND; ADDITIONAL
INFORMATION
Item 5. Management of the
Fund...................... ANNUAL FUND OPERATING EXPENSES AND EXAMPLE; INVESTMENT
PRACTICES; INVESTMENT ADVISORY SERVICES; SHAREHOLDER
SERVICES; ALTERNATIVE SALES ARRANGEMENTS; PURCHASE OF
SHARES
Item 6. Capital Stock and Other
Securities................ DISTRIBUTIONS FROM THE FUND; REDEMPTION OF SHARES; THE
DISTRIBUTION AND SERVICE PLANS; TAX STATUS; ALTERNATIVE
SALES ARRANGEMENTS; PURCHASE OF SHARES; SHAREHOLDER
SERVICES; DESCRIPTION OF SHARES OF THE FUND; ADDITIONAL
INFORMATION
Item 7. Purchase of Securities Being
Offered................... SHAREHOLDER TRANSACTION EXPENSES; ALTERNATIVE SALES
ARRANGEMENTS; PURCHASE OF SHARES; THE DISTRIBUTION AND
SERVICE PLANS; FUND PERFORMANCE; SHAREHOLDER SERVICES;
ADDITIONAL INFORMATION
Item 8. Redemption or
Repurchase................ ALTERNATIVE SALES ARRANGEMENTS; PURCHASE OF SHARES;
REDEMPTION OF SHARES; SHAREHOLDER SERVICES
Item 9. Pending Legal
Proceedings............... Not Applicable
</TABLE>

i.
<PAGE> 4

<TABLE>
<CAPTION>
LOCATION OR CAPTION
ITEM NUMBER OF IN STATEMENT OF
FORM N-1A ADDITIONAL INFORMATION
-------------- ----------------------
<S> <C> <C>
PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page.................. Cover Page
Item 11. Table of Contents........... Table of Contents
Item 12. General Information
and History............... The Fund and the Trust
Item 13. Investment Objectives and
Policies.................. Investment Policies and Restrictions; Additional Investment
Considerations
Item 14. Management of the
Fund...................... Trustees and Officers
Item 15. Control Persons and
Principal Holders of
Securities................ Trustees and Officers
Item 16. Investment Advisory and
Other Services............ Investment Advisory and Other Services; Trustees and
Officers; The Distributor; Legal Counsel; Notes to the
Financial Statements
Item 17. Brokerage Allocation and
Other Practices........... Portfolio Transactions and Brokerage Allocation
Item 18. Capital Stock and
Other Securities.......... Contained in the Prospectus under the caption: DESCRIPTION
OF SHARES OF THE FUND; The Fund and the Trust
Item 19. Purchase, Redemption
and Pricing of
Securities Being
Offered................... Contained in the Prospectus under captions: SHAREHOLDER
TRANSACTION EXPENSES; ALTERNATIVE SALES ALTERNATIVES;
PURCHASE OF SHARES; SHAREHOLDER SERVICES; REDEMPTION OF
SHARES
Item 20. Tax Status.................. Contained In the Prospectus under the caption: TAX STATUS;
Tax Status of the Fund
Item 21. Underwriters................ The Distributor; Notes to Financial Statements
Item 22. Calculations of
Performance Data.......... Contained in the Prospectus under the caption: FUND
PERFORMANCE; Performance Information
Item 23. Financial Statements........ Contained in the Prospectus under the caption: FINANCIAL
HIGHLIGHTS; Independent Accountants Report; Financial
Statements; Notes to Financial Statements
PART C
</TABLE>

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.

ii.
<PAGE> 5

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VAN KAMPEN HIGH YIELD FUND

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Van Kampen High Yield 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 provide a high level of current income. As a
secondary objective, the Fund seeks capital appreciation. The Fund seeks to
achieve its investment objectives primarily through investment in a diversified
portfolio of medium and lower grade domestic corporate debt securities. The Fund
also may invest up to 35% of its assets in foreign government and foreign
corporate debt securities of similar quality. The Fund may invest in debt
securities rated between BB and D (inclusive) by Standard & Poor's Ratings
Group, Ba and C (inclusive) by Moody's Investors Service, Inc., comparably rated
short-term debt obligations and unrated debt securities determined by the Fund's
investment adviser to be of comparable quality, which securities are commonly
referred to as "junk bonds."

The Fund's investment adviser is Van Kampen Investment Advisory Corp. (the
"Adviser"). The Fund is a series of Van Kampen Trust (the "Trust"). This
Prospectus sets forth the information about the Fund that a prospective investor
should know before investing. Please read and retain this Prospectus for future
reference. The address of the Fund is One Parkview Plaza, Oakbrook Terrace,
Illinois 60181, and its telephone number is (800) 341-2911.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE REGULATORS NOR HAS THE SECURITIES AND EXCHANGE
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, 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 THE POSSIBLE LOSS OF PRINCIPAL.

A Statement of Additional Information, dated October 28, 1998, containing
additional information about the Fund is hereby incorporated by reference in its
entirety into this Prospectus. A copy of the Fund's Statement of Additional
Information may be obtained without charge, by calling (800) 341-2911 or for
Telecommunication Device for the Deaf at (800) 421-2833. The Statement of
Additional Information has been filed with the Securities and Exchange
Commission ("SEC") and is available along with other related materials at the
SEC's internet web site (http://www.sec.gov).

[VAN KAMPEN FUNDS LOGO]

THIS PROSPECTUS IS DATED OCTOBER 28, 1998.

<PAGE> 6

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TABLE OF CONTENTS
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<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........................................ 27
Distribution and Service Plans.............................. 28
Distributions from the Fund................................. 30
Tax Status.................................................. 30
Fund Performance............................................ 32
Description of Shares of the Fund........................... 33
Additional Information...................................... 33
Appendix A: Ratings of Corporate Obligations................ A-1
</TABLE>

NO DEALER, SALESMAN 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> 7

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PROSPECTUS SUMMARY
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THE FUND. Van Kampen High Yield Fund (the "Fund") is a separate, diversified
series of Van Kampen Trust (the "Trust"). The Trust is an 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 OBJECTIVE. The Fund's primary investment objective is to provide a
high level of current income. As a secondary objective, the Fund seeks capital
appreciation. There is no assurance the Fund will achieve its investment
objectives. See "Investment Objective and Policies."

INVESTMENT POLICIES. The Fund seeks to achieve its investment objectives by
investing in a diversified portfolio of medium and lower grade domestic
corporate debt securities. The Fund also may invest up to 35% of its assets in
foreign government and foreign corporate debt securities of similar quality as
determined by the Fund's investment adviser, Van Kampen Investment Advisory
Corp. (the "Adviser").

Medium grade debt securities are those rated BBB by Standard & Poor's Ratings
Group ("S&P") or Baa by Moody's Investors Service, Inc. ("Moody's"), comparably
rated short-term debt obligations and unrated debt securities determined by the
Adviser to be of comparable quality. Debt securities rated BBB by S&P generally
are regarded by S&P as having an adequate capacity to pay interest and repay
principal; adverse economic conditions or changing circumstances are, however,
more likely in S&P's view to lead to a weakened capacity to pay interest and
repay principal as compared with higher rated debt securities. Debt securities
rated Baa by Moody's generally are considered by Moody's as medium-grade
obligations, i.e., they are neither highly protected nor poorly secured. In
Moody's view, interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. In Moody's view,
such securities lack outstanding investment characteristics and have speculative
characteristics as well.

Lower grade debt securities are those rated between BB and D (inclusive) by
S&P, Ba and C (inclusive) by Moody's, comparably rated short-term debt
obligations and unrated debt securities determined by the Adviser to be of
comparable quality, which securities sometimes are referred to as "junk bonds."
Debt securities rated BB, B, CCC, CC and C by S&P generally are regarded by S&P,
on balance, as significantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, in S&P's view these are outweighed by large uncertainties or
major risk exposures to adverse conditions. Debt securities rated C by S&P may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued. Debt securities rated D by S&P are in
payment default, and payment of interest or repayment of principal is in
arrears. Debt securities rated Ba by Moody's are judged to have speculative
elements, their future cannot be as well-assured. In Moody's view, 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. Debt
securities rated B by Moody's are viewed by Moody's as generally lacking
characteristics of the desirable investment. In Moody's view, assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small. Debt securities which are rated Caa
by Moody's are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest. Bonds which
are rated Ca by Moody's represent obligations which are speculative in a high
degree. Such issues are often in default or have other market shortcomings.
Bonds which are rated C by Moody's 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. A complete description of the various
S&P and Moody's rating categories is included as Appendix A to this Prospectus.

3
<PAGE> 8

Fund may not be an appropriate investment for all investors. The net asset value
per share of the Fund can be expected to increase or decrease depending on real
or perceived changes in the credit risks associated with its portfolio
investments, changes in interest rates and other factors affecting the credit
markets generally. See "Investment Objectives and Policies" and "Appendix A."

INVESTMENT PRACTICES. Subject to certain limitations, the Fund may enter into
strategic transactions, write covered call options, lend its portfolio
securities, enter into when issued or delayed delivery transactions, and enter
into repurchase and reverse repurchase agreements. These investment practices
entail certain risks. See "Investment Practices."

INVESTMENT RESULTS. The investment results of the Fund are shown in the table
of "Financial Highlights."

PURCHASE OF SHARES. Investors may elect to purchase Class A Shares, Class B
Shares or Class C Shares, each with different sales charges and expenses. The
different classes of shares permit an investor to choose the method of
purchasing shares that is most beneficial to the investor, taking into account
the amount of the purchase, the length of time the investor expects to hold the
shares and other circumstances. See "Purchase of Shares."

REDEMPTION. Class A Shares generally may be redeemed at net asset value,
without charge, subject to conditions set forth herein. Shares sold subject to a
contingent deferred sales charge ("CDSC Shares") may be redeemed at net asset
value per share less a deferred sales charge which will vary among each class of
CDSC Shares and with the length of time a redeeming shareholder has owned such
shares. CDSC Shares redeemed after the expiration of the CDSC period applicable
to the respective class of CDSC Shares will not be subject to a deferred sales
charge. The Fund may require the redemption of shares if the value of an account
is $500 or less. See "Redemption of Shares".

INVESTMENT ADVISER. Van Kampen Investment Advisory Corp. (the "Adviser") is the
Fund's investment adviser.

DISTRIBUTOR. Van Kampen Funds Inc. (the "Distributor") distributes the Fund's
shares.

DISTRIBUTIONS FROM THE FUND. The Fund will declare distributions on a daily
basis and will pay such distributions from net investment income, net recognized
short-term capital gains and principal on a monthly basis. Long-term capital
gains, if any, are distributed annually. Distributions with respect to each
class of shares will be calculated in the same manner on the same day and will
be in the same amount except that different distribution and service fees and
administrative expenses relating to each class of shares will be borne
exclusively by the respective class of shares. 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> 9

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SHAREHOLDER TRANSACTION EXPENSES
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<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------- ------- -------
<S> <C> <C> <C>
Maximum sales charge imposed on purchases (as percentage of
the offering price)....................................... 4.75%(1) None None
Maximum sales charge imposed on reinvested dividends (as a
percentage of the offering price)......................... None None(3) None(3)
Deferred sales charge (as a percentage of the lesser of the
original purchase price or redemption proceeds)........... None(2) Year 1--4.00% Year 1--1.00%
Year 2--3.75% After--None
Year 3--3.50%
Year 4--2.50%
Year 5--1.50%
Year 6--1.00%
After--None
Redemption fees (as a percentage of amount redeemed)........ None None None
Exchange fees............................................... None None None
</TABLE>

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(1) Reduced on investments of $100,000 or more. See "Purchase of Shares -- Class
A Shares."

(2) Investments of $1 million or more are not subject to a 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. See "Purchase of Shares -- Deferred
Sales Charge Alternatives -- Class A Share Purchases of $1 Million or More."

(3) CDSC Shares received as reinvested dividends are subject to a 12b-1 fee, a
portion of which may indirectly pay for the initial sales commission
incurred on behalf of the investor. See "Distribution and Service Plans."

<PAGE> 10

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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; after fee waiver)(1).............................. 0.65% 0.65% 0.65%
12b-1 Fees(2) (as a percentage of average daily net
assets)................................................... 0.24%(3) 1.00%(4) 1.00%(4)
Other Expenses (as a percentage of average daily
net assets)............................................... 0.25% 0.26% 0.26%(4)
Total Expenses (as a percentage of average daily
net assets; after fee waiver)............................. 1.14% 1.91% 1.91%
</TABLE>

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(1) In the absence of fee waiver, "Management Fees" would have been 0.75%, 0.75%
and 0.75% for Class A, B and C Shares, respectively and "Total Expenses"
would have been 1.24%, 2.01% and 2.01% for Class A, B and C Shares,
respectively.

(2) Includes a service fee of up to 0.25% (as a percentage of net asset value)
paid by the Fund as compensation for ongoing services rendered to investors.
With respect to each class of shares, amounts in excess of 0.25%, if any,
represent an asset based sales charge for distribution-related expenses. The
asset based sales charge with respect to Class C Shares includes an amount
of 0.75% (as a percentage of net asset value) paid to investors'
broker-dealers as sales compensation. See "Distribution and Service Plans."

(3) The Fund's distribution and service plans with respect to Class A Shares
provide that 12b-1 and service fees are charged only with respect to Class A
Shares of the Fund sold after the implementation date of such plans. Due to
the incremental "phase-in" of the Fund's 12b-1 and service plans with
respect to Class A Shares, it is anticipated that 12b-1 and service fees
attributable to Class A Shares will increase in accordance with such plans
to a maximum aggregate amount of 0.25% of the net assets attributable to the
Fund's Class A Shares. Accordingly, it is unlikely that future expenses will
remain consistent with those disclosed in the fee table. See "Distribution
and Service Plans."

(4) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by NASD Rules.

EXAMPLE:

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (i) an operating expense ratio of 1.14% for Class A
Shares, 1.91% for Class B Shares, and 1.91% for Class C
Shares, (ii) a 5.00% annual return and (iii) redemption at
the end of each period:
Class A Shares........................................ $59 $ 82 $107 $180
Class B Shares........................................ $59 $ 95 $118 $203*
Class C Shares........................................ $29 $ 60 $103 $223
You would pay the following expenses on the same $1,000
investment assuming no redemption at the end of each period:
Class A Shares........................................ $59 $ 82 $107 $180
Class B Shares........................................ $19 $ 60 $103 $203*
Class C Shares........................................ $19 $ 60 $103 $223
</TABLE>

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* 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. Fees currently waived or expenses
reimbursed by the Adviser may not continue; accordingly, future expenses as
projected may increase. 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
LESSER THAN THOSE SHOWN. For a more complete description of such costs and
expenses, see "Purchase of Shares," "Redemption of Shares," "Investment Advisory
Services" and "Distribution and Service Plans."

6
<PAGE> 11

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FINANCIAL HIGHLIGHTS (for one share outstanding throughout the periods
indicated)
- --------------------------------------------------------------------------------

The following schedule presents financial highlights for one Class A Share, one
Class B Share and one Class C Share of the Fund outstanding throughout each of
the periods indicated. The financial highlights have been audited by KPMG Peat
Marwick LLP, independent accountants, for each of the periods indicated and
their report thereon appears in the Fund's related Statement of Additional
Information. This information should be read in conjunction with the financial
statements and related notes thereto included in the Statement of Additional
Information.

<TABLE>
<CAPTION>
CLASS A SHARES
-------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30,
-------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
the Period................... $ 9.854 $ 9.493 $ 9.398 $ 9.643 $10.380 $ 9.896 $ 9.202 $ 9.960 $12.980 $13.650
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net Investment Income........ 0.857 0.857 0.878 0.844 0.908 1.118 1.169 1.256 1.608 1.650
Net Realized and Unrealized
Gain/Loss.................. 0.037 0.384 0.147 (0.099) (0.595) 0.566 0.813 (0.604) (2.970) (0.610)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations................... 0.894 1.241 1.025 0.745 0.313 1.684 1.982 0.652 (1.362) 1.040
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less:
Distributions from and in
Excess of Net Investment
Income..................... 0.855 0.865 0.880 0.815 0.950 1.129 1.189 1.297 1.608 1.650
Distributions from Net
Realized Gain on
Investments................ 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
Return of Capital
Distributions.............. 0.000 0.015 0.050 0.175 0.100 0.071 0.099 0.113 0.050 0.060
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total Distributions........... 0.855 0.880 0.930 0.990 1.050 1.200 1.288 1.410 1.658 1.710
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net Asset Value, End of the
Period....................... $ 9.893 $ 9.854 $ 9.493 $ 9.398 $ 9.643 $10.380 $ 9.896 $ 9.202 $ 9.960 $12.980
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return* (a)............. 9.36% 13.60% 11.26% 8.50% 2.92% 18.08% 22.85% 8.22% (10.88%) 7.96%
Net Assets at End of the
Period (In millions)......... $ 280.6 $ 288.0 $ 271.1 $ 253.3 $ 260.7 $ 251.5 $ 221.4 $ 199.5 $ 220.5 $ 353.8
Ratio of Expenses to Average
Net Assets*.................. 1.14% 1.17% 1.31% 1.31% 1.32% 1.20% 1.42% 1.41% 1.28% 1.27%
Ratio of Net Investment Income
to Average Net Assets*....... 8.61% 8.83% 9.16% 9.13% 8.85% 11.13% 12.12% 14.00% 13.68% 12.47%
Portfolio Turnover............ 154% 125% 102% 152% 203% 198% 174% 158% 67% 120%

* If certain expenses had not been waived or reimbursed by the Adviser, total return would have been lower and the ratios would
have been as follows:
Ratio of Expenses to
Average Net Assets....... 1.24% 1.26% 1.31% N/A N/A N/A N/A N/A N/A N/A
Ratio of Net Investment
Income to Average Net
Assets................... 8.51% 8.73% 9.15% N/A N/A N/A N/A N/A N/A N/A
</TABLE>

(a) Total return is based upon net asset value which does not include payment of
the maximum sales charge or contingent deferred sales charge.

N/A = Not Applicable

See Financial Statements and Notes thereto

7
<PAGE> 12

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS -- continued (for one share outstanding throughout the
periods indicated)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES
----------------------------------------------------------------------
YEAR ENDED MAY 17, 1993
JUNE 30, (COMMENCEMENT
------------------------------------------------ OF DISTRIBUTION)
1998 1997 1996 1995 1994 TO JUNE 30, 1993(a)
---- ---- ---- ---- ---- -------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the
Period............................ $ 9.855 $ 9.497 $ 9.398 $ 9.638 $ 10.382 $10.190
------- ------- ------- ------- -------- -------
Net Investment Income............. 0.782 0.777 0.797 0.788 0.889 0.117
Net Realized and Unrealized
Gain/Loss....................... 0.036 0.388 0.160 (0.115) (0.665) 0.217
------- ------- ------- ------- -------- -------
Total from Investment Operations... 0.818 1.166 0.957 0.673 0.224 0.334
------- ------- ------- ------- -------- -------
Less:
Distributions from and in Excess
of Net Investment Income........ 0.783 0.794 0.812 0.751 0.877 0.128
Return of Capital Distributions... 0.000 0.014 0.046 0.162 0.091 0.014
------- ------- ------- ------- -------- -------
Total Distributions................ 0.783 0.808 0.858 0.913 0.968 0.142
------- ------- ------- ------- -------- -------
Net Asset Value, End of the
Period............................ $ 9.890 $ 9.855 $ 9.497 $ 9.398 $ 9.638 $10.382
======= ======= ======= ======= ======== =======
Total Return*(b)................... 9.28% 12.64% 10.55% 7.61% 2.11% 3.27%**
Net Assets at End of the Period (In
millions)......................... $ 145.0 $ 128.7 $ 97.1 $ 55.9 $ 33.2 $ 2.7
Ratio of Expenses to Average Net
Assets*........................... 1.91% 1.93% 2.07% 2.04% 2.13% 2.06%
Ratio of Net Investment Income to
Average Net Assets*............... 7.84% 8.03% 8.39% 8.35% 7.94% 7.17%
Portfolio Turnover................. 154% 125% 102% 152% 203% 198%**

* If certain expenses had not been waived or reimbursed by the Adviser, total return would have been lower
and the ratios would have been as follows:
Ratio of Expenses to Average Net
Assets........................ 2.01% 2.02% 2.07% N/A N/A N/A
Ratio of Net Investment Income
to Average
Net Assets.................... 7.74% 7.94% 8.38% N/A N/A N/A

<CAPTION>
CLASS C SHARES
-----------------------------------------------------------
AUGUST 13, 1993
YEAR ENDED JUNE 30, (COMMENCEMENT
------------------------------------- OF DISTRIBUTION)
1998 1997 1996 1995 TO JUNE 30, 1994(a)
---- ---- ---- ---- -------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the
Period............................ $ 9.851 $ 9.495 $ 9.396 $ 9.643 $ 10.340
------- ------- ------- ------- --------
Net Investment Income............. 0.780 0.780 0.828 0.745 0.761
Net Realized and Unrealized
Gain/Loss....................... 0.036 0.384 0.129 (0.079) (0.605)
------- ------- ------- ------- --------
Total from Investment Operations... 0.816 1.164 0.957 0.666 0.156
------- ------- ------- ------- --------
Less:
Distributions from and in Excess
of Net Investment Income........ 0.783 0.794 0.812 0.751 0.763
Return of Capital Distributions... 0.000 0.014 0.046 0.162 0.090
------- ------- ------- ------- --------
Total Distributions................ 0.783 0.808 0.858 0.913 0.853
------- ------- ------- ------- --------
Net Asset Value, End of the
Period............................ $ 9.884 $ 9.851 $ 9.495 $ 9.396 $ 9.643
======= ======= ======= ======= ========
Total Return*(b)................... 8.47% 12.65% 10.55% 7.61% 1.37%**
Net Assets at End of the Period (In
millions)......................... $ 11.5 $ 8.1 $ 7.0 $ 2.0 $ 2.2
Ratio of Expenses to Average Net
Assets*........................... 1.91% 1.93% 2.06% 2.12% 2.14%
Ratio of Net Investment Income to
Average Net Assets*............... 7.83% 8.08% 8.38% 8.13% 7.91%
Portfolio Turnover................. 154% 125% 102% 152% 203%**

* If certain expenses had not been waived or reimbursed by the Adviser, total return would have been lower
and the ratios would have been as follows:
Ratio of Expenses to Average Net
Assets........................ 2.01% 2.03% 2.07% N/A N/A
Ratio of Net Investment Income
to Average
Net Assets.................... 7.73% 7.99% 8.38% N/A N/A
</TABLE>

** Non-Annualized.

(a) Based on average shares outstanding.

(b) Total return is based upon net asset value which does not include payment of
the maximum sales charge or contingent deferred sales charge.

N/A = Not Applicable.

See Financial Statements and Notes thereto

8
<PAGE> 13

- --------------------------------------------------------------------------------
THE FUND
- --------------------------------------------------------------------------------

Van Kampen High Yield Fund (the "Fund") is a separate, diversified series of
Van Kampen Trust (the "Trust"). The Trust is an open-end management investment
company organized as a Delaware business trust.

Van Kampen Investment Advisory Corp. (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
Funds 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
this Prospectus.

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Fund's primary investment objective is to provide a high level of current
income. As a secondary objective, the Fund seeks capital appreciation. These
investment objectives are fundamental and cannot be changed without shareholder
approval. The Fund seeks to achieve its investment objectives primarily through
investment in a diversified portfolio of medium and lower grade domestic
corporate debt securities. The Fund also may invest up to 35% of its assets in
foreign government and foreign corporate debt securities of similar quality as
determined by the Adviser. The Fund will invest in a broad range of issues
representing various companies and industries and traded on various markets.

Medium grade debt securities are those rated BBB by Standard & Poor's Ratings
Group ("S&P") or Baa by Moody's Investors Service, Inc. ("Moody's"), comparably
rated short-term debt obligations and unrated debt securities determined by the
Adviser to be of comparable quality. Debt securities rated BBB by S&P generally
are regarded by S&P as having an adequate capacity to pay interest and repay
principal; adverse economic conditions or changing circumstances are, however,
more likely in S&P's view to lead to a weakened capacity to pay interest and
repay principal as compared with higher rated debt securities. Debt securities
rated Baa by Moody's generally are considered by Moody's as medium-grade
obligations, i.e., they are neither highly protected nor poorly secured. In
Moody's view, interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. In Moody's view,
such securities lack outstanding investment characteristics and have speculative
characteristics as well.

Lower grade debt securities are those rated between BB and D (inclusive) by
S&P, Ba and C (inclusive) by Moody's, comparably rated short-term debt
obligations and unrated debt securities determined by the Adviser to be of
comparable quality, which securities sometimes are referred to as "junk bonds".
Debt securities rated BB, B, CCC, CC and C by S&P generally are regarded by S&P,
on balance, as significantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation.
Debt securities rated BB indicates the lowest degree of speculation and C the
highest degree of speculation with respect to such securities. While such debt
will likely have some quality and protective characteristics, in S&P's view
these are outweighed by large uncertainties or major risk exposures to adverse
conditions. Debt securities rated C by S&P may be used to cover a situation
where a bankruptcy petition has been filed, but debt service payments are
continued. Debt securities rated D by S&P are in default, and payment of
interest or repayment of principal is in arrears. The D rating 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. Debt securities rated Ba by Moody's are
judged to have speculative elements, their future cannot be as well-assured. In
Moody's view, 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. Debt securities rated B by Moody's are viewed by Moody's as
generally lacking characteristics of the desirable investment. In Moody's view,
assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small. Debt securities which
are rated Caa by Moody's are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.
Bonds which are rated Ca by Moody's represent obligations which are speculative
in a high degree. Such issues are often in default or have other market
shortcomings. Bonds which are rated C by Moody's 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. A complete description of the
various S&P and Moody's rating categories is included as Appendix A to this
Prospectus.

9
<PAGE> 14

Investment in medium and lower grade securities involves special risks as
compared with investment in higher grade securities, including potentially
greater sensitivity to a general economic downturn or a significant increase in
interest rates, greater market price volatility and less liquid secondary market
trading, among others. Investment in securities that are in default, or with
respect to which payment of interest or repayment of principal is in arrears,
presents special risk considerations. The Fund may incur additional expenses to
the extent that it is required to seek recovery of interest or principal, and
the Fund may be unable to obtain full recovery thereof. See "Special Risk
Considerations Regarding Medium and Lower Grade Debt Securities." Investment in
foreign government and foreign corporate debt securities entails risks in
addition to those associated with the domestic securities in which the Fund may
invest. See "Foreign Securities." There can be no assurance that the Fund will
achieve its investment objective. 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. The net asset value per share of the
Fund can be expected to increase or decrease depending on real or perceived
changes in the credit risks associated with its portfolio investments, changes
in interest rates and other factors affecting the credit markets generally.

The table below sets forth the percentages of the Fund's assets invested as of
June 30, 1998 in the various Moody's and S&P rating categories and in unrated
securities determined by the Adviser to be of comparable quality. The
percentages are based on the dollar-weighted average of credit ratings of all
debt securities held by the Fund during the 1998 fiscal year computed on a
monthly basis.

<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..................................................... 9.3% 0.0%
AA/Aa....................................................... 0.0% 0.0%
A/A......................................................... 0.4% 0.0%
BBB/Baa..................................................... 2.9% 0.0%
BB/Ba....................................................... 24.8% 2.0%
B/B......................................................... 55.9% 3.3%
CCC/Caa..................................................... 0.1% 0.3%
CC/Ca....................................................... 0.2% 0.8%
C/C......................................................... 0.0% 0.0%
D........................................................... 0.0% 0.0%
----- ----
Percentage of Rated and Unrated
Debt Securities........................................... 93.6% 6.4%
===== ====
</TABLE>

There is no limitation with respect to the maturities of the securities in
which the Fund may invest.

SPECIAL RISK CONSIDERATIONS REGARDING MEDIUM AND LOWER GRADE DEBT SECURITIES.
The Fund invests in medium and lower grade debt securities. Debt securities
which are in the medium and lower grade categories generally offer a higher
current yield than is offered by higher grade debt securities, but they also
generally involve greater price volatility and greater credit and market risk.
Credit risk relates to the issuer's ability to make timely payment of interest
and principal when due. Market risk relates to the changes in market value that
occur as a result of variation in the level of prevailing interest rates and
yield relationships in the debt securities market and as a result of real or
perceived changes in credit risk. Debt securities rated BB or below by S&P and
Ba or below by Moody's commonly are referred to as "junk bonds." Although the
Fund primarily will invest in medium and lower grade debt securities, the Fund
may invest all or a portion of its assets in higher grade debt securities for
temporary defensive purposes. Such investments may result in a lower current
income than if the Fund were fully invested in medium and lower grade debt
securities.

The value of the Fund's portfolio securities can be expected to fluctuate over
time. When interest rates decline, the value of a portfolio invested in fixed
income securities generally can be expected to rise. Conversely, when interest
rates rise, the value of a portfolio invested in fixed income securities
generally can be expected to decline. However, the secondary market prices of
medium and lower grade debt securities are less sensitive to changes in interest
rates and are more

10
<PAGE> 15

sensitive to adverse economic changes or individual developments than are the
secondary market prices of higher grade debt securities. A significant increase
in interest rates or a general economic downturn could severely disrupt the
market for lower grade debt securities and adversely affect the market value of
such securities. Such events also could lead to a higher incidence of default by
issuers of lower grade debt securities as compared with historical default
rates. In addition, changes in interest rates and periods of economic
uncertainty can be expected to result in increased volatility in the market
price of the debt securities in the Fund's portfolio and thus in the net asset
value of the Fund. Also, adverse publicity and investor perceptions, whether or
not based on rational analysis, may affect significantly the value and liquidity
of medium and lower grade debt securities. The secondary market value of debt
securities structured as zero coupon securities and payment-in-kind securities
may be more volatile in response to changes in interest rates than debt
securities which pay interest periodically in cash.

Increases in interest rates and changes in the economy may adversely affect
the ability of issuers of medium and lower grade debt securities to pay interest
and to repay principal, to meet projected financial goals and to obtain
additional financing. In the event that an issuer of securities held by the Fund
experiences difficulties in the timely payment of principal or interest and such
issuer seeks to restructure the terms of its borrowings, the Fund may incur
additional expenses and may determine to invest additional assets with respect
to such issuer or the project or projects to which the Fund's portfolio
securities relate. Further, the Fund may incur additional expenses to the extent
that it is required to seek recovery upon a default in the payment of interest
or the repayment of principal on its portfolio holdings, and the Fund may be
unable to obtain full recovery thereof.

To the extent that there is no established retail market for some of the
medium or lower grade debt securities in which the Fund may invest, trading in
such securities may be relatively inactive. The Adviser is responsible for
determining the net asset value of the Fund, subject to the supervision of the
Board of Trustees of the Trust. During periods of reduced market liquidity and
in the absence of readily available market quotations for medium and lower grade
debt securities held in the Fund's portfolio, the ability of the Adviser to
value the Fund's securities becomes more difficult and the Adviser's use of
judgment may play a greater role in the valuation of the Fund's securities due
to the reduced availability of reliable objective data. The effects of adverse
publicity and investor perceptions may be more pronounced for securities for
which no established retail market exists as compared with the effects on
securities for which such a market does exist. Further, the Fund may have more
difficulty selling such securities in a timely manner and at their stated value
than would be the case for securities for which an established retail market
does exist. To the extent that the Fund purchases illiquid debt securities or
securities which are restricted as to resale, the Fund may be required to incur
costs in connection with the registration of restricted securities in order to
dispose of such securities.

Legislation has been and may be adopted which may have an adverse impact on
the market for medium and lower grade debt securities. For example, the
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 required
savings and loan associations to dispose of their high yield bonds no later than
July 1, 1994 which adversely affected the marketplace for medium and lower grade
debt. Participation by banks in highly leveraged transactions may subject banks
to increased regulatory scrutiny. Other legislation may be proposed which, if
enacted, could have an adverse impact on the market for medium and lower grade
debt securities.

The Fund may invest in zero coupon and payment-in-kind debt securities. Zero
coupon securities are debt obligations that do not entitle the holder to any
periodic payment of interest prior to maturity or a specified date when the
securities begin paying current interest. They are issued and traded at a
discount from their face amounts or par value, which discount varies depending
on the time remaining until cash payments begin, prevailing interest rates,
liquidity of the security and the perceived credit quality of the issuer. The
Internal Revenue Code of 1986, as amended (the "Code"), requires that regulated
investment companies distribute at least 90% of their net investment income each
year, including tax-exempt and non-cash income. Although the Fund will receive
no coupon payments on zero coupon securities prior to their maturity, the Fund
is required to include in its income for distribution to shareholders in each
year any income attributable to zero coupon securities. The Fund may be required
to borrow or to liquidate portfolio securities to generate cash for
distributions at a time that it otherwise would not have done so in order to
make distributions that satisfy applicable tax law. As of June 30, 1998,
approximately 2.02% of the Fund's net assets were invested in zero coupon
securities.

Payment-in-kind securities are securities that pay interest through the
issuance of additional securities. They are issued by companies that have
significant amounts of debt outstanding and are seeking to raise additional
funds without incurring

11
<PAGE> 16

additional periodic cash interest payment obligations. Although payment-in-kind
securities generally offer the opportunity for higher returns than securities
that pay interest periodically in cash, they also generally are more volatile in
response to changes in interest rates and are more speculative investments than
such securities. The Fund is required to include in its income for distribution
to shareholders in each year any income attributable to securities received as
interest on payment-in-kind securities. The Fund may be required to borrow or to
liquidate portfolio securities in order to generate cash for distributions at a
time that it otherwise would not have done so in order to make distributions
that satisfy applicable tax law. As of June 30, 1998, approximately 1.78% of the
Fund's net assets were invested in payment-in-kind securities.

The Adviser seeks to minimize the risks involved in investing in medium and
lower grade debt securities through portfolio diversification, careful
investment analysis, and attention to current developments and trends in the
economy and financial and credit markets. The Fund will rely on the Adviser's
judgment, analysis and experience in evaluating the creditworthiness of an
issue. In its analysis, the Adviser will take into consideration, among other
things, the issuer's financial resources, its sensitivity to economic conditions
and trends, its operating history, the quality of the issuer's management and
regulatory matters. The Adviser may consider the credit ratings of Moody's and
S&P in evaluating debt securities although it does not rely primarily on these
ratings. Such ratings evaluate only the safety of principal and interest
payments, not market value risk. Additionally, because the creditworthiness of
an issuer may change more rapidly than is able to be timely reflected in changes
in credit ratings, the Adviser continuously monitors the issuers of debt
securities held in the Fund's portfolio.

Many medium and lower grade debt securities are not listed for trading on any
national securities exchange, and many issuers of medium and lower grade debt
securities choose not to have a rating assigned to their obligations by any
nationally recognized statistical rating organization. As a result, the Fund's
portfolio may consist of a relatively high proportion of unlisted or unrated
securities as compared with an investment company that invests primarily in
higher grade securities. The amount of information available about the financial
condition of an issuer of unrated or unlisted securities generally is not as
extensive as that which is available with respect to issuers of listed or rated
securities. Because of the nature of medium and lower rated debt securities,
achievement by the Fund of its investment objective may be more dependent on the
credit analysis of the Adviser than is the case for an investment company which
invests primarily in higher grade securities.

FOREIGN SECURITIES. The Fund may invest up to 35% of its assets in foreign
government and foreign corporate debt securities of similar quality as the
securities described above as determined by the Adviser. These investments
generally will be limited to securities issued by foreign companies with at
least three years of operations in developed countries or by foreign
governments. Investments in foreign securities present certain risks not
ordinarily found in investments in securities of United States 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 and accordingly, their securities markets
may be less liquid than those in the United States. Because there is usually
less supervision and governmental regulation of exchanges and brokers and
dealers in many foreign countries than there is in the United States, the Fund
may experience settlement difficulties or delays not usually encountered in the
United States.

YEAR 2000 RISKS. Like other mutual funds, financial and business organizations
and individuals around the world, the Fund could be adversely affected if the
computer systems used by the Fund's Adviser and other service providers do not
properly process and calculate date-related information and data from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem". The Adviser
is taking steps that it believes are reasonably designed to address the Year
2000 Problem with respect to computer systems that it uses and to obtain
reasonable assurances that comparable steps are being taken by the Fund's other
major service providers. At this time, there can be no assurance that these
steps will be sufficient to avoid any adverse impact to the Fund. In addition,
the Year 2000 Problem may adversely affect the issuers of securities in which
the Fund may invest which, in turn, may adversely affect the net asset value of
the Fund.

12
<PAGE> 17

- --------------------------------------------------------------------------------
INVESTMENT PRACTICES
- --------------------------------------------------------------------------------

In connection with the investment objectives and policies described above, the
Fund may, but is not required to, utilize various other investment strategies as
described below to earn income, facilitate portfolio management and mitigate
risk. Such strategies are generally accepted by modern portfolio managers and
are regularly utilized by many mutual funds and other institutional investors.
Although the Adviser believes that these investment practices may further the
Fund's investment objectives, no assurance can be given that these investment
practices will achieve this result.

STRATEGIC TRANSACTIONS. The Fund may purchase and sell derivative instruments
such as exchange-listed and over-the-counter put and call options on securities,
financial futures, fixed-income indices and other financial instruments,
purchase and sell financial futures contracts, enter into various interest rate
transactions such as swaps, caps, floors or collars, and enter into various
currency transactions such as currency forward contracts, currency futures
contracts, currency swaps or options on currency or currency futures.
Collectively, all the above are referred to as "Strategic Transactions."
Strategic Transactions may be used to attempt to protect against possible
changes in the market value of securities held in or to be purchased for the
Fund's portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of the Fund's portfolio,
or to establish a position in the derivatives markets as a temporary substitute
for purchasing or selling particular securities. The Fund may sell options on
securities the Fund owns or has the right to purchase without additional
payments, up to a maximum of 25% of the Fund's assets, for non-hedging purposes.
Any or all of these investment techniques may be used at any time and there is
no particular strategy that dictates the use of one technique rather than
another, as use of any Strategic Transaction is a function of numerous variables
including market conditions. The ability of the Fund to utilize these Strategic
Transactions successfully will depend on the Adviser's ability to predict
pertinent market movements, which cannot be assured. The Fund will comply with
applicable regulatory requirements when implementing these strategies,
techniques and instruments. Strategic Transactions involving financial futures
and options thereon will be purchased, sold or entered into only for bona fide
hedging, risk management or portfolio management purposes and not for
speculative purposes.

Strategic Transactions have risks associated with them including possible
default by the other party to the transaction, illiquidity and, to the extent
the Adviser's view as to certain market movements is incorrect, the risk that
the use of such Strategic Transactions could result in losses greater than if
they had not been used. Use of put and call options may result in losses to the
Fund, force the sale of portfolio securities at inopportune times or for prices
other than at current market values, limit the amount of appreciation the Fund
can realize on its investments or cause the Fund to hold a security it might
otherwise sell. The use of currency transactions can result in the Fund
incurring losses as a result of a number of factors including the imposition of
exchange controls, suspension of settlements, or the inability to deliver or
receive a specified currency. The use of options and futures transactions
entails certain other risks. In particular, the variable degree of correlation
between price movements of futures contracts and price movements in the related
portfolio position of the Fund creates the possibility that losses on the
hedging instrument may be greater than gains in the value of the Fund's
position. In addition, futures and options markets may not be liquid in all
circumstances and certain over-the-counter options may have no markets. As a
result, in certain markets, the Fund might not be able to close out a
transaction without incurring substantial losses, if at all. Although the
contemplated use of these futures contracts and options thereon should tend to
minimize the risk of loss due to a decline in the value of the hedged position,
at the same time they tend to limit any potential gain which might result from
an increase in value of such position. Finally, the daily variation margin
requirements for futures contracts would create a greater ongoing potential
financial risk than would purchases of options, where the exposure is limited to
the cost of the initial premium. Losses resulting from the use of Strategic
Transactions would reduce net asset value, and possibly income, and such losses
can be greater than if the Strategic Transactions had not been utilized. The
Strategic Transactions that the Fund may use and some of their risks are
described more fully in the Fund's Statement of Additional Information.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
banks and broker-dealers under which the Fund purchases securities and agrees to
resell the securities at an agreed upon time and at an agreed upon price. Under
the Investment Company Act of 1940, as amended (the "1940 Act"), repurchase
agreements may be considered collateralized loans by the Fund, and the
difference between the amount the Fund pays for the securities and the amount it
receives upon resale is accrued as interest and reflected in the Fund's net
income. When the Fund enters into repurchase agreements, it relies on the seller
to repurchase the securities. Failure to do so may result in a loss for the Fund
if the

13
<PAGE> 18

market value of the securities is less than the repurchase price. At the time
the Fund enters into a repurchase agreement, the value of the underlying
security including accrued interest will be equal to or exceed the value of the
repurchase agreement and, for repurchase agreements that mature in more than one
day, the seller will agree that the value of the underlying security including
accrued interest will continue to be at least equal to the value of the
repurchase agreement. In determining whether to enter into a repurchase
agreement with a bank or broker-dealer, the Fund will take into account the
creditworthiness of such party. In the event of default by such party, the Fund
may not have a right to the underlying security and there may be possible delays
and expenses in liquidating the security purchased, resulting in a decline in
its value and loss of interest. The Fund will use repurchase agreements as a
means of making short-term investments. Repurchase agreements that mature in
more than seven days are treated as illiquid securities and are subject to
Fund's limitation on "illiquid" securities.

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.

SECURITIES LENDING. The Fund may lend its portfolio securities to brokers or
dealers, banks or other recognized institutional borrowers of securities to a
maximum of 25% of the net assets of the Fund, provided that the borrower at all
times maintains cash or liquid securities or secures a letter of credit in favor
of the Fund in an amount equal to at least 100% of the market value of the
securities loaned. During the time portfolio securities are on loan, the
borrower will pay the Fund an amount equivalent to any dividend or interest paid
on such securities and the Fund may invest the cash collateral and earn
additional income, or it may receive an agreed-upon amount of interest income
from the borrower who has delivered equivalent collateral or secured a letter of
credit. Loans are subject to termination at the option of the Fund or the
borrower. The Fund may pay reasonable administration and custodial fees in
connection with a loan.

ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
illiquid securities, which generally includes securities the disposition of
which is subject to substantial legal or contractual restrictions on resale. The
sale of illiquid securities often requires more time and results in higher
brokerage charges or dealer discounts and other selling expenses. The Fund may
find it difficult to sell such illiquid securities when the Adviser believes it
is advisable to do so or may be able to sell such securities only at prices
lower than if such securities were more liquid. The lack of a liquid secondary
market also may make it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing the Fund's portfolio and calculating net
asset value. Restricted securities may sell at a price lower than similar
securities that are not subject to restrictions on resale. Restricted securities
salable among qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933 that are determined to be liquid by the Adviser under
guidelines adopted by the Board of Trustees of the Trust (under which guidelines
the Adviser will consider factors such as trading activities and the
availability of price quotations) will not be treated illiquid securities for
purposes of the Fund's limitations on illiquid securities.

"WHEN ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The Fund may purchase and
sell portfolio securities on a "when issued" and "delayed delivery" basis. No
income accrues to the Fund on securities in connection with such purchase
transactions prior to the date the Fund actually takes delivery of such
securities. These transactions are subject to market fluctuation; the value of
the securities at delivery may be more or less than their purchase price, and
yields generally available on comparable securities when delivery occurs may be
higher or lower than yields on the securities obtained pursuant to such
transactions. Because the Fund relies on the buyer or seller, as the case may
be, to consummate the transaction, failure by the other party to complete the
transaction may result in the Fund missing the opportunity of obtaining a price
or yield considered to be advantageous. When the Fund is the buyer in such a
transaction, however, it will maintain, in a segregated account with its
custodian, cash or liquid securities having an aggregate value equal to the
amount of such purchase commitments until payment is made. The Fund will make
commitments to purchase securities on such basis only with the intention of
actually acquiring these securities, but the Fund may sell such securities prior
to the settlement date if such sale is considered to be advisable. No specific
limitation exists as to the percentage of the Fund's assets which may be used to
acquire securities on a "when issued" or "delayed delivery" basis. To the extent
the Fund
14
<PAGE> 19

engages in "when issued" and "delayed delivery" transactions, it will do so for
the purpose of acquiring securities for the Fund's portfolio consistent with the
Fund's investment objective and policies and not for the purpose of investment
leverage.

PORTFOLIO TURNOVER. Portfolio turnover is calculated by dividing the lesser of
purchases or sales of portfolio securities by the monthly average value of the
securities in the portfolio during the year. Securities, including options,
whose maturity or expiration date at the time of acquisition were one year or
less are excluded from such calculation. The Fund anticipates that the annual
portfolio turnover rate for the Fund's portfolio will generally be less than
200%, and may be significantly less in a period of stable or rising interest
rates. If the turnover rate for the Fund reaches or exceeds this percentage, the
Fund may have higher brokerage costs and may have higher short-term capital
gains that if the Fund had lower portfolio turnover. The turnover rate will not
be a limiting factor, however, if the Adviser deems portfolio changes are
appropriate. The Fund's annual portfolio turnover rate is shown in the table of
"Financial Highlights."

TEMPORARY DEFENSIVE POSITIONS. When the Adviser determines that market
conditions warrant and deems it to be in the best interest of the Fund, the Fund
may, for temporary defensive purposes, invest up to 100% of its total assets in
(i) cash, (ii) U.S. Government securities and (iii) money market instruments.
When maintaining such a temporary defensive position, the Fund's yield may be
lower and, therefore, it may be more difficult to achieve the Fund's primary
investment objective of high current income.

INVESTMENT RESTRICTIONS. The Fund is subject to certain investment
restrictions which constitute fundamental policies. Fundamental policies cannot
be changed without the approval of the holders of a majority of the Fund's
outstanding voting securities, as defined in the 1940 Act. See "Investment
Policies and Restrictions" in the Statement of Additional Information.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION. The Adviser is responsible
for decisions to buy and sell securities for the Fund, the selection of brokers
and dealers to effect the transactions and the negotiation of prices and any
brokerage commissions. The securities in which the Fund invests are traded
principally in the over-the-counter market. In the over-the-counter market,
securities are generally traded on a net basis with dealers acting as principal
for their own accounts without a stated commission, although the price of the
security usually includes a mark-up to the dealer. Securities purchased in
underwritten offerings generally include, in the price, a fixed amount of
compensation for the managers, underwriters and dealers. The Fund may also
purchase certain money market instruments directly from an issuer, in which case
no commissions or discounts are paid. Purchases and sales of bonds on a stock
exchange are effected through brokers who charge a commission for their
services.

The Adviser is responsible for effecting securities transactions of the Fund
and will do so in a manner deemed fair and reasonable to shareholders of the
Fund and not according to any formula. The Adviser's primary considerations in
selecting the manner of executing securities transactions for the Fund will be
prompt execution of orders, the size and breadth of the market for the security,
the reliability, integrity and financial condition and execution capability of
the firm, the size of and difficulty in executing the order, and the best net
price. There are many instances when, in the judgment of the Adviser, more than
one firm can offer comparable execution services. In selecting among such firms,
consideration may be given to those firms which supply research and other
services in addition to execution services. However, it is not the policy of the
Adviser, absent special circumstances, to pay higher commissions to a firm
because it has supplied such services. The Adviser may place portfolio
transactions, to the extent permitted by law, with brokerage firms affiliated
with the Fund, the Adviser or the Distributor or with brokerage firms
participating in the distribution of the Fund's shares if it reasonably believes
that the quality of execution and the commissions are comparable to that
available from other qualified firms. See "Portfolio Transactions and Brokerage
Allocation" in the Statement of Additional Information for more information.

- --------------------------------------------------------------------------------
INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

15
<PAGE> 20

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 address of the Adviser is 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 business and affairs of the Fund are managed under the
direction of the Board of Trustees of the Trust of which the Fund is a separate
series. Subject to the Trustees' authority, the Adviser and the officers of the
Fund supervise and implement the Fund's investment activities and are
responsible for overall management of the Fund's business affairs. The Fund pays
the Adviser a fee computed based on an annual rate applied to the average daily
net assets of the Fund as indicated below. This fee is higher than that paid by
most mutual funds.

<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS PERCENTAGE PER ANNUM
------------------------ --------------------
<S> <C>
First $500 million.......................................... 0.75 of 1.00%
Over $500 million........................................... 0.65 of 1.00%
</TABLE>

Under its investment advisory agreement, the Fund has agreed to assume and pay
the charges and expenses of the Fund's operations, including the compensation of
the Trustees of the Trust (other than those who are affiliated persons, as
defined in the 1940 Act, of the Adviser, the Distributor or Van Kampen), the
charges and expenses of independent accountants, legal counsel, transfer agent
(Van Kampen Investor Services Inc. ("Investor Services"), a wholly-owned
subsidiary of Van Kampen) or dividend disbursing agent and the custodian
(including fees for safekeeping of securities), costs of calculating net asset
value, costs of acquiring and disposing of portfolio securities, interest (if
any) on obligations incurred by the Fund, costs of share certificates,
membership dues in the Investment Company Institute or any similar organization,
costs of reports and notices to shareholders, costs of registering shares of the
Fund under federal and state securities laws, miscellaneous expenses and all
taxes and fees to federal, state or other governmental agencies. The Adviser
reserves the right in its sole discretion from time-to-time to waive all or a
portion of its management fee or to reimburse the Fund for all or a portion of
its other expenses.

The Adviser may utilize at its own expense credit analysis, research and
trading support services provided by its affiliate, Van Kampen Asset Management
Inc.

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 trustees, directors, 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 preclearance and other procedures designed to prevent conflicts of
interest.

PORTFOLIO MANAGEMENT. Robert J. Hickey, a Vice President of the Adviser, has
been primarily responsible for the day-to-day management of the Fund's portfolio
since March 1998. Mr. Hickey joined the Adviser in 1989 and became Assistant
Vice President of the Adviser in January 1993. Mr. Hickey has been a Vice
President of the Adviser and Van Kampen Asset Management Inc. since June 1995.

- --------------------------------------------------------------------------------
ALTERNATIVE SALES ARRANGEMENTS
- --------------------------------------------------------------------------------

The Alternative Sales Arrangements permit an investor to choose the method of
purchasing shares of the Fund that is most beneficial to the investor, taking
into account the amount of the purchase, the length of time the investor expects
to hold the shares, whether the investor wishes to receive dividends in cash or
to reinvest them in additional shares of the Fund, and other circumstances.
Investors should consider such factors together with the amount of sales charges
and aggregate distribution and service fees with respect to each class of shares
that may be incurred over the anticipated duration of their investment in the
Fund.

16
<PAGE> 21

The Fund currently offers three classes of shares, designated Class A Shares,
Class B Shares and Class C Shares. Shares of each class are offered at a price
equal to their net asset value per share plus a sales charge which, at the
election of the purchaser, may be imposed (a) at the time of purchase (Class A
Share accounts under $1 million) or (b) on a contingent deferred basis (Class A
Share accounts over $1 million, Class B Shares and Class C Shares). Shares
purchased subject to a contingent deferred sales charge (a "CDSC") sometimes are
referred to herein collectively as "Contingent Deferred Sales Charge Shares" or
"CDSC Shares."

The minimum initial investment with respect to each class of shares is $500.
The minimum subsequent investment with respect to each class of shares is $25.
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 and not to accept any order for Class
C Shares in an amount of $1 million or more because it ordinarily will be more
advantageous for an investor making such an investment to purchase Class A
Shares.

An investor should carefully consider the sales charges applicable to each
class of shares and the estimated period of their investment to determine which
class of shares is more beneficial for the investor to purchase. For example,
investors who would qualify for a significant purchase price discount from the
maximum sales charge on Class A Shares may determine that payment of such a
reduced front-end sales charge is superior to electing to purchase Class B
Shares or Class C Shares, each with no front-end sales charge but subject to a
CDSC and a higher aggregate distribution and service fee. However, because
initial sales charges are deducted at the time of purchase of Class A Share
accounts under $1 million, a purchaser of such Class A Shares would not have all
of his or her funds invested initially and, therefore, would initially own fewer
shares than if Class B Shares or Class C Shares had been purchased. On the other
hand, an investor whose purchase would not qualify for price discounts
applicable to Class A Shares and intends to remain invested until after the
expiration of the applicable CDSC period may wish to defer the sales charge and
have all his or her funds initially invested in Class B Shares or Class C
Shares. If such an investor anticipates that he or she will redeem such shares
prior to the expiration of the CDSC period applicable to Class B Shares, the
investor may wish to acquire Class C Shares which have a shorter CDSC period
(discussed below). Investors should weigh the benefits of deferring the sales
charge and having all of their funds invested against the higher aggregate
distribution and service fee applicable to Class B Shares and Class C Shares.

Each class of shares represents an interest in the same portfolio of
investments of the Fund and has the same rights, except that (i) each class of
shares bears those sales charges, distribution fees, service fees and
administrative expenses applicable to the respective class of shares as a result
of its sales arrangements, (ii) generally, each class of shares has exclusive
voting rights with respect to those provisions of the Fund's Rule 12b-1
distribution plan which relate only to such class, (iii) each class of shares
has different exchange privileges, (iv) certain classes of shares have a
conversion feature and (v) certain classes of shares have different shareholder
service options available. Generally, a class of shares subject to a higher
ongoing distribution and services fee or subject to the conversion feature will
have a higher expense ratio and pay lower dividends than a class of shares
subject to a lower ongoing distribution and services fee or not subject to the
conversion feature. The per share net asset values of the different classes of
shares are expected to be substantially the same; from time to time, however,
the per share net asset values of the classes may differ. The net asset value
per share of each class of shares of the Fund will be determined as described in
this Prospectus under "Purchase of Shares -- Net Asset Value."

The administrative expenses that may be allocated to a specific class of
shares may consist of (i) transfer agency expenses attributable to a specific
class of shares, which expenses typically will be higher with respect to classes
of shares subject to the conversion feature; (ii) printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses and proxy statements to current shareholders of a specific class;
(iii) securities registration fees incurred by a class of shares; (iv) the
expense of administrative personnel and services as required to support the
shareholders of a specific class; (v) Trustees' fees or expense incurred as a
result of issues relating to one class of shares; (vi) accounting expenses
relating solely to one class of shares; and (vii) any other incremental expenses
subsequently identified that should be properly allocated to one or more classes
of shares. All such expenses incurred by a class will be borne on a pro rata
basis by the outstanding shares of such class. All allocations of administrative
expenses to a particular class of shares will be limited to the extent necessary
to preserve the Fund's qualification as a regulated investment company under the
Code.

17
<PAGE> 22

- --------------------------------------------------------------------------------
PURCHASE OF SHARES
- --------------------------------------------------------------------------------

The Fund offers three classes of shares to the public through Van Kampen Funds
Inc. (the "Distributor"), as principal underwriter, which is located at One
Parkview Plaza, Oakbrook Terrace, Illinois 60181. Shares are also offered
through members of the National Association of Securities Dealers, Inc. ("NASD")
acting as securities dealers ("dealers") and through NASD members acting as
brokers for investors ("brokers") or eligible non-NASD members acting as agents
for investors ("financial intermediaries"). The Fund reserves the right to
suspend or terminate the continuous public offering of its shares at any time
and without prior notice.

The Fund's shares are offered at net asset value per share next computed after
an investor places an order to purchase with the investor's broker, dealer or
financial intermediary or directly with the Distributor plus any applicable
sales charge. It is the responsibility of the investor's broker, dealer or
financial intermediary to transmit the order to the Distributor. Because the
Fund generally will determine net asset value once each business day as of the
close of business, purchase orders placed through an investor's broker, dealer
or financial intermediary must be transmitted to the Distributor by such broker,
dealer or financial intermediary prior to such time in order for the investor's
order to be fulfilled on the basis of the net asset value to be determined that
day. Any change in the purchase price due to the failure of the Distributor to
receive a purchase order prior to such time must be settled between the investor
and the broker, dealer or financial intermediary submitting the order.

The Distributor may from time to time implement programs under which a broker,
dealer or financial intermediary's sales force may be eligible to win nominal
awards for certain sales efforts or under which the Distributor will reallow to
any broker, dealer or financial intermediary 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
broker, dealer or financial intermediary 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 it, pay fees to, and sponsor business seminars
for, qualifying brokers, dealers or financial intermediary 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 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.
Such payments to brokers, dealers and financial intermediaries for sales
contests, other sales programs and seminars are made by the Distributor out of
its own assets and not out of the assets of the Fund. 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 the Fund will receive from such sale.

CLASS A SHARES

The public offering price of Class A Shares is equal to the net asset value
per share plus an initial sales charge which is a variable percentage of the
offering price depending upon the amount of the sale. The table below shows
total sales charges and dealer concessions reallowed to dealers and agency
commissions paid to brokers with respect to sales of Class A Shares. The sales
charge is allocated between the investor's broker, dealer or financial
intermediary and the Distributor. The staff of the SEC has taken the position
that brokers, dealers or financial intermediaries who receive 90% or more of the
sales charge may be deemed to be "underwriters" as that term is defined in the
Securities Act of 1933, as amended.

18
<PAGE> 23

SALES CHARGE TABLE

<TABLE>
<CAPTION>
DEALER
CONCESSION
OR AGENCY
TOTAL SALES CHARGE COMMISSION
-------------------------- -----------
PERCENTAGE PERCENTAGE PERCENTAGE
SIZE OF TRANSACTION OF OFFERING OF NET OF OFFERING
AT OFFERING PRICE PRICE ASSET VALUE 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 by the Distributor to brokers, dealers and financial
intermediaries who initiate and are responsible for purchases of $1 million
or more. See "Purchase of Shares -- Deferred Sales Charge Alternatives."

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 below.

Investors, or their brokers, dealers or financial intermediaries, 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 broker, dealer or financial intermediary 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
estate or 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 Van Kampen Asset Management Inc. 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 at any one
time in Class A 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 Class A Shares of the Fund with other shares of the Fund and shares of
Participating Funds plus the current offering price of all shares of the Fund
and other 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 amount being invested 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 table includes the
amount of intended purchases of Class A Shares of the Fund with other shares of
the Fund and shares of the Participating Funds plus the value of all shares of
the Fund and other Participating Funds previously purchased during such 13-month
period 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 trades not initially made under a
Letter of Intent subsequently qualify for a lower sales charge through the
90-day back-dating provision, an adjustment will be made at the expiration of
the Letter of Intent to give effect to the lower charge. If the goal is not
achieved within the 13-month period, the investor must pay the difference
between the sales charges applicable to the purchases made and the sales charges
previously paid. When an investor signs a Letter of Intent, shares equal to at
least 5% of the total purchase amount of the level selected will be restricted
from sale or redemption by the investor until the Letter of Intent is satisfied
or any additional sales charges have been paid; if the Letter of Intent is not

19
<PAGE> 24

satisfied by the investor and any additional sales charges are not paid,
sufficient restricted shares will be redeemed by the Fund to pay such charges.
Additional information is contained in the application 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 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 broker, dealer or
financial intermediary, if any, through which such participation in the
qualifying program was initiated 0.50% of the offering price as a dealer
concession or agency commission. Persons desiring more information with respect
to this program, including the applicable terms and conditions thereof, should
contact their broker, dealer, financial intermediary 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 Van Kampen Asset Management Inc. and such persons' families and their
beneficial accounts.

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

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

(4) Registered investment advisers 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 brokers, dealers or
financial intermediaries through which purchases are made an amount up to
0.50% of the amount invested over a 12-month period following such
transaction.

(5) Trustees and other fiduciaries purchasing shares for retirement plans
which invest in multiple fund complexes 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.

20
<PAGE> 25

(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 plan or retirement
account other than distributions taken to correct an excess contribution.

(7) Accounts as to which a broker, dealer or financial intermediary charges an
account management fee ("wrap accounts"), provided the broker, dealer or
financial intermediary 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 served as custodian will not
be eligible for net asset value purchases based on the aggregate
investment made by the plan or the number of eligible employees, except
under certain uniform criteria established by the Distributor from time to
time. Prior to February 1, 1997, a commission will be paid to authorized
dealers who initiate and are responsible for such purchases within a
rolling twelve-month period as follows: 1.00% on sales to $5 million, plus
0.50% on the next $5 million and 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 and 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 brokers, dealers or financial intermediaries as described above or
directly with Investor Services, 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 broker, dealer or financial intermediary 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. The
broker, dealers or financial intermediaries 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.

DEFERRED SALES CHARGE ALTERNATIVES

21
<PAGE> 26

share without the imposition of a sales charge at the time of purchase. CDSC
Shares are sold without an initial sales charge so that the Fund may invest the
full amount of the investor's purchase payment.

CDSC Shares redeemed within a specified period of time generally will be
subject to a CDSC at the rates set forth below charged as a percentage of the
dollar amount subject thereto. The amount of the CDSC will vary depending on (i)
the class of CDSC Shares to which such shares belong and (ii) the number of
years from the time of payment for the purchase of the CDSC Shares until the
time of their redemption. The charge will be assessed on an amount equal to the
lesser of the then current market value or the original purchase price of the
CDSC Shares being redeemed. Accordingly, no sales charge will be imposed on
increases in net asset value above the initial purchase price. In addition, no
CDSC will be assessed on CDSC Shares derived from reinvestment of dividends or
capital gains distributions. Solely for purposes of determining the number of
years from the time of any payment for the purchase of CDSC Shares, all payments
during a month will be aggregated and deemed to have been made on the last day
of the month. The CDSC schedule and holding period applicable to a CDSC Share
acquired through the exchange privilege is determined by reference to the
Participating Fund from which such share originally was purchased.

In determining whether a CDSC is applicable to a redemption of CDSC Shares, it
will be assumed that the redemption is made first of any CDSC Shares acquired
pursuant to reinvestment of dividends or distributions, second of CDSC Shares
that have been held for a sufficient period of time such that the CDSC no longer
is applicable to such shares, third of Class A Shares in the shareholder's Fund
account that have converted from Class B Shares or Class C Shares, if any, and
fourth of CDSC Shares held longest during the period of time that a CDSC is
applicable to such CDSC Shares. The charge will not be applied to dollar amounts
representing an increase in the net asset value per share since the time of
purchase.

To provide an example, assume an investor purchased 100 Class B 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 Class B Shares upon dividend reinvestment. If at such time the
investor makes his 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 will be charged at a rate of 3.75% (the
applicable rate in the second year after purchase).

Proceeds from the CDSC and the distribution fee applicable to a class of CDSC
Shares are paid to the Distributor and are used by the Distributor to defray its
expenses related to providing distribution-related services to the Fund in
connection with the sale of shares of such class of CDSC Shares, such as the
payment of compensation to selected dealers and agents for selling such shares.
The combination of the CDSC and the distribution fee facilitates the ability of
the Fund to sell such CDSC Shares without a sales charge being deducted at the
time of purchase. A commission or transaction fee will generally be paid by the
Distributor at the time of purchase out of the Distributor's own assets (and not
out of the Fund's assets) to brokers, dealers and financial intermediaries
participating in the continuous public offering of the CDSC Shares at a
percentage rate of the dollar value of the CDSC Shares purchased from the Fund
by such brokers, dealers and financial intermediaries, which percentage rate is
equal to (i) with respect to Class A Shares, 1.00% on sales to $2 million, plus
0.80% on the next $1 million and 0.50% on the excess over $3 million; (ii) 4.00%
with respect to Class B Shares and (iii) 1.00% with respect to Class C Shares.
Such compensation does not change the price an investor pays for CDSC Shares or
the amount that the Fund receives from such sale. Brokers, dealers and financial
intermediaries 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 generally
annually commencing in the second year after purchase.

CLASS A SHARE PURCHASES OF $1 MILLION OR MORE. No sales charge is payable at
the time of purchase on investments of $1 million or more, although for such
investments the Fund imposes a CDSC of 1.00% on redemptions made within one year
of the purchase. Class A Shares redeemed thereafter will not be subject to a
CDSC.

22
<PAGE> 27

CLASS B SHARES. Class B Shares redeemed within six years of purchase generally
will be subject to a CDSC at the rates set forth below, charged as a percentage
of the dollar amount subject thereto:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
AS A PERCENTAGE OF
YEAR SINCE PURCHASE DOLLAR AMOUNT SUBJECT TO CHARGE
------------------- --------------------------------
<S> <C>
First................................................... 4.00%
Second.................................................. 3.75%
Third................................................... 3.50%
Fourth.................................................. 2.50%
Fifth................................................... 1.50%
Sixth................................................... 1.00%
Seventh and after....................................... 0.00%
</TABLE>

The CDSC generally is waived on redemptions of Class B Shares made pursuant to
the Systematic Withdrawal Plan. See "Shareholder Services -- Systematic
Withdrawal Plan."

CLASS C SHARES. Class C Shares redeemed within the first twelve months of
purchase generally will be subject to a CDSC of 1.00% of the dollar amount
subject thereto. Class C Shares redeemed thereafter will not be subject to a
CDSC.

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 any share acquired through the
exchange privilege is determined by reference to the Participating Fund from
which such share originally was 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 fees and transfer agency costs with respect to such
shares does not result in the Fund's dividends or distributions constituting
"preferential dividends" under the Code, and (ii) the conversion of such shares
does not constitute a taxable event under federal income tax law. The conversion
may be suspended if such an opinion is no longer available and such shares might
continue to be subject to the higher aggregate fees applicable to such shares
for an indefinite period.

WAIVER OF CONTINGENT DEFERRED SALES CHARGE. The 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; or (v)
effected pursuant to the right of the Fund to liquidate a shareholder's account
as described herein under "Redemption of Shares." The CDSC is also 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 "Shareholder Services" and "Redemption of Shares" for further
discussion of the waiver provisions.

NET ASSET VALUE

The net asset value per share of the Fund will be determined separately for
each class of shares. The net asset value per share of a given class of shares
of the Fund is determined by calculating the total value of the Fund's assets
attributable to such class of shares, deducting its total liabilities
attributable to such class of shares, and dividing the result by the number of
shares of such class of the Fund outstanding. The net asset value for the Fund
is computed once daily as of 5:00 p.m. Eastern time, Monday through Friday,
except on customary business holidays, or except on any day on which no purchase
or redemption orders are received, or when there is not sufficient trading in
the Fund's portfolio securities such that the Fund's net asset value per share
might be materially affected. The Fund reserves the right to calculate the net
asset value

23
<PAGE> 28

and to adjust the public offering price based thereon more frequently than once
a day if deemed desirable. The net asset value per share of the different
classes of shares are expected to be substantially the same; from time to time,
however, the per share net asset value of the different classes of shares may
differ.

Fixed income securities are valued by using market quotations, prices provided
by market makers, or estimates of market values obtained from yield data
relating to instruments or securities with similar characteristics in accordance
with procedures established in good faith by the Trustees of the Trust, of which
the Fund is a series. Short-term securities with remaining maturities of less
than 60 days are valued at amortized cost when amortized cost is determined in
good faith by or under the direction of the Board of Trustees of the Trust to be
representative of the fair value at which it is expected such securities may be
resold. Other assets are valued at fair value as determined in good faith by or
under the direction of the Trustees.

- --------------------------------------------------------------------------------
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. The
following is a description of such services. Unless otherwise described below,
each of these services may be modified or terminated by the Fund at any time.

INVESTMENT ACCOUNT. Van Kampen Investor Services Inc. ("Investor Services"),
transfer agent for the Fund and a wholly-owned subsidiary of Van Kampen,
performs bookkeeping, data processing and administration services related to the
maintenance of shareholder accounts. Each shareholder has an investment account
under which the investor's shares of the Fund are held by Investor Services.
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 at least 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 brokers, dealers or financial
intermediaries 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 to
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 of such dividend or distribution. Unless the
shareholder instructs otherwise, the reinvestment plan is automatic. This
instruction may be made by telephone by calling (800) 341-2911 ((800) 421-2833
for the hearing impaired) or 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.
For further information, see "Distributions from the Fund."

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 brokers, dealers or
financial intermediaries.

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.

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<PAGE> 29

Details regarding fees, as well as full plan administration for profit sharing,
pension and 401(k) plans, are available from the Distributor.

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) 341-2911 ((800) 421-2833 for the hearing
impaired), elect to have all dividends and other distributions paid on a class
of shares of the Fund invested into shares of the same class of a 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 type of retirement plan (e.g. IRA, 403(b)(7), 401(k) or Keogh) and for
the benefit of the same individual. If the 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 per share 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 value per
share of each fund after requesting the exchange without any sales charge,
subject to certain limitations. Shares of the Fund may be exchanged for shares
of any Participating Fund only if shares of the 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
the Participating Fund. Shareholders seeking an exchange with a Participating
Fund should obtain and read the current prospectus for such fund.

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

When Class B Shares and Class C Shares are exchanged among Participating
Funds, the holding period for purposes of computing the CDSC is based upon the
date of the initial purchase of such shares from a Participating Fund. If such
Class B or Class C Shares are redeemed and not exchanged for shares of another
Participating Fund, such Class B Shares and Class C Shares are subject to the
CDSC schedule imposed by the Participating Fund from which such shares were
originally purchased.

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

A shareholder wishing to make an exchange may do so by sending a written
request to Investor Services or by contacting the telephone transaction line at
(800) 421-5684 ((800) 421-2833 for the hearing impaired). 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 options) and broker, dealer or
financial intermediary 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, 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 the Participating Funds may be obtained from any
broker, dealer or financial intermediary 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.

25
<PAGE> 30

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, semi-annual 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 taxable gain or loss will be recognized. The plan holder 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
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 plan are reinvested in additional shares
at the next determined net asset value per share. If periodic withdrawals
continuously exceed reinvested dividends and capital gains distributions, the
shareholder's original investment will be correspondingly reduced and ultimately
exhausted. Withdrawals made concurrently with purchases of additional shares
ordinarily will be disadvantageous to the shareholder because of the duplication
of sales charges. The Fund reserves the right to amend or terminate the
systematic withdrawal program on 30 days' notice to its shareholders. Any gain
or loss realized by the shareholder upon redemption is a taxable event.

CHECK WRITING PRIVILEGE. Holders of Class A 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 ("State Street Bank") will be sent to
such shareholder. These checks may be made payable by the holder of Class A
Shares to the order of any person in any amount of $100 or more.

When a check is presented to State Street Bank for payment, full and
fractional Class A Shares required to cover the amount of the check are redeemed
from the shareholder's 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 Class A 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 Share account, the check
will be returned and the shareholder may be subject to additional charges.
Holders of Class A Shares 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 State Street 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.

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.

26
<PAGE> 31

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

Shareholders may redeem for cash some or all of their shares without charge by
the Fund (other than, with respect to CDSC Shares, the applicable CDSC) at any
time by sending a written request in proper form directly to Van Kampen Investor
Services Inc., P. O. Box 418256, Kansas City, Missouri 64141-9256, by placing
the redemption request through an authorized dealer or by calling the Fund.

WRITTEN REDEMPTION REQUESTS. In the case of redemption requests sent directly
to Investor Services, the redemption request should indicate the number of
shares to be redeemed, the class designation of such shares, the account number
and be signed exactly as the shares are registered. Signatures must conform
exactly to the account registration. If the proceeds of the redemption would
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. If certificates are held for the shares
being redeemed, such certificates must be endorsed for transfer or accompanied
by an endorsed stock power and sent with 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. The redemption price is the net asset value per share next determined
after the request is received by Investor Services in proper form. Payment for
shares redeemed (less any sales charge, if applicable) will ordinarily be made
by check mailed within three business days after acceptance by Investor Services
of the request and any other necessary documents in proper order.

DEALER REDEMPTION REQUESTS. Shareholders may sell shares through their
securities dealer, who will telephone the request to the Distributor. Orders
received from dealers must be at least $500 unless transmitted via the FUNDSERV
network. The redemption price for such shares is the net asset value per share
next calculated after an order is received by a 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 dealers to transmit redemption requests
received by them to the Distributor so they will be received prior to such time.
Any change in the redemption price due to failure of the Distributor to receive
a sell order prior to such time must be settled between the shareholder and
dealer. Shareholders must submit a written redemption request in proper form (as
described above under "Written Redemption Requests") to the dealer within three
business days after calling the dealer with the sell order. Payment for shares
redeemed (less any sales charge, if applicable) will ordinarily be made by check
mailed within three business days to the dealer.

TELEPHONE REDEMPTION REQUESTS. The Fund permits redemption of shares by
telephone and for redemption proceeds to be sent to the address of record for
the account or to the bank account of record as described below. To establish
such privilege, a shareholder must complete the appropriate section of the
application accompanying this Prospectus or call the Fund at (800) 341-2911
((800) 421-2833 for the hearing impaired) 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
instructions which it reasonably believes to be genuine. Telephone redemptions
may not be available if the shareholder cannot reach Investor Services by
telephone, whether because all telephone lines are busy or for any other reason;
in such case, a shareholder would have to use the Fund's other redemption
procedures previously described. Requests received by Investor Services prior to
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

27
<PAGE> 32

accounts or accounts with shares represented by certificates. If an account has
multiple owners, Investor Services may rely on the instructions of any one
owner.

For redemptions authorized by telephone, amounts of $50,000 or less may be
redeemed daily if the proceeds are to be paid by check and amounts of at least
$1,000 and 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 to be paid by check will ordinarily be mailed within
three business days to the shareholder's address of record. Proceeds from
redemptions to be paid by wire will ordinarily be wired on the next business day
to the shareholder's bank account of record. The Fund reserves the right at any
time to terminate, limit or otherwise modify this telephone redemption
privilege.

REDEMPTION UPON DEATH OR DISABILITY. The Fund will waive the CDSC on
redemptions following the death or disability of holders of Class B Shares and
Class C Shares. 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 death or disability, the CDSC on Class B Shares and Class C Shares
will be waived where the decedent or disabled person is either an individual
shareholder or owns the shares as a joint tenant with right of survivorship or
is the beneficial owner of a custodial or fiduciary account, and where the
redemption is made within one year of the death or 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 death or the initial determination of disability.

GENERAL REDEMPTION INFORMATION. Redemption payments 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 that the purchase check has
cleared, which may take up to 15 days. Any gain or loss realized on the
redemption of shares is a taxable event. The Fund may redeem any shareholder
account with a value on the date of the notice of redemption less than the
minimum initial investment as specified in this Prospectus. At least 60 days
advance written notice of any such involuntary redemption will be given and the
shareholder will be given an opportunity to purchase the required value of
additional shares at the next determined net asset value per share without sales
charge. Any involuntary redemption may only occur if the shareholder account is
less than the minimum initial investment due to shareholder redemptions.

REINSTATEMENT PRIVILEGE. Holders of Class A Shares or Class B Shares who have
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. Holders of Class C Shares who
have 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 per share (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 per share is also offered to participants in those eligible
retirement plans held or administered by Van Kampen Trust Company for repayment
of principal (and interest) on their borrowings on such plans.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS
- --------------------------------------------------------------------------------

28
<PAGE> 33

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 of 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 the 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 as a service fee or the amount of the
Distributor's actual distribution-related expense.

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 connection with the distribution of the Class B 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 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 the 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 distribution-related expenses with respect to a class
of CDSC Shares (for purposes of this section, excluding any Class A Shares that
may be subject to a CDSC) for any given year may exceed the amounts payable to
the Distributor with respect to such class of CDSC 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 CDSC Shares, any unreimbursed
distribution-related 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 CDSC Share
may be greater or less than the amount of the initial commission (including
carrying cost) paid by the Distributor with respect to such CDSC Share. In such
circumstances, a shareholder of such CDSC Share may be deemed to incur expenses
attributable to other shareholders of such class. As of June 30, 1998, there
were $2,567,535 and $22,643 of unreimbursed distribution-related expenses with
respect to Class B Shares and Class C Shares, respectively, representing 1.77%
and 0.19% 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 CDSC.

Because the Fund is a series of the Trust, amounts paid to the Distributor as
reimbursement for expenses of one series of the Trust may indirectly benefit the
other funds which are series of the Trust. The Distributor will endeavor to
allocate such expenses among such funds in an equitable manner. 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

29
<PAGE> 34

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

The Fund's present policy, which may be changed at any time by the Board of
Trustees, is to declare distributions on a daily basis and to pay such
distributions from net investment income, net recognized short-term capital
gains and principal attributable to the respective classes on a monthly basis.
The Fund also presently intends to make distributions of net long-term capital
gains, if any, annually. The monthly distribution is composed of all or a
portion of investment income earned by the Fund, all or a portion of net
short-term capital gains recognized by the Fund on transactions in securities
and in futures and options, in each case, less the expenses attributable to the
respective class, and principal. A distribution from principal made by the Fund
will result in a decrease in the Fund's net assets equal to the amount of such
principal distribution. Long-term capital gains distributions consist of the
Fund's recognized long-term gain on transactions in securities and futures and
options, net of any realized capital losses, less any carryover capital losses
from previous years.

Distributions with respect to each class of shares will be calculated in the
same manner on the same day and will be in the same amount, except that the
different distribution and service fees and any incremental administrative
expenses relating to each class of shares will be borne exclusively by the
respective class and may cause the distributions relating to the different
classes of shares to differ. Generally, distributions with respect to a class of
shares subject to a higher distribution fee, service fee or the conversion
feature will be lower than distributions with respect to a class of shares
subject to a lower distribution fee, service fee or not subject to the
conversion feature.

Investors will be entitled to begin receiving dividends on their shares on the
business day after Investor Services receives payments for such shares. However,
shares become entitled to dividends on the day Investor Services receives
payment for the shares either through a fed wire or NSCC settlement. Shares
remain entitled to dividends through the day such shares are processed for
payment on redemption.

Distribution checks may be sent to parties other than the shareholder in whose
name the account is registered. Persons wishing to utilize this service should
complete the appropriate section of the account application accompanying this
Prospectus or available from Van Kampen Funds, c/o Van Kampen Investor Services
Inc., P.O. Box 418256, Kansas City, MO 64141-9256. After Investor Services
receives this completed form, distribution checks will be sent to the bank or
other person so designated by such shareholder.

PURCHASE OF ADDITIONAL SHARES WITH DISTRIBUTIONS. The Fund automatically will
credit monthly distributions and any annual net long-term capital gain
distributions to a shareholder's account in additional shares of the Fund valued
at net asset value per share, without a sales charge. Unless a 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. See "Shareholder Services --
Reinvestment Plan."

- --------------------------------------------------------------------------------
TAX STATUS
- --------------------------------------------------------------------------------

The Fund has elected and qualified, and intends to continue to qualify each
year, to be treated as a regulated investment company under Subchapter M of the
Code. To qualify as a regulated investment company, the Fund must comply with
certain requirements of the Code relating to, among other things, the sources of
its income and the diversification of its assets. If the Fund so qualifies and
if it distributes to its shareholders at least 90% of its net investment income
(which includes tax-exempt income and net short-term capital gains, 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 required to satisfy the 90%
distribution requirement. The Fund will not be subject to federal income tax on
any net capital gains distributed to its shareholders.

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
received in shares or cash. Shareholders who receive distributions in the form
of additional shares will have a basis for federal income tax purposes in each
share equal to the value thereof on the

30
<PAGE> 35

distribution date. Distributions of the Fund's net capital gains ("capital gain
dividends"), if any, are taxable to shareholders as long-term capital gains
regardless of the length of time the Fund shares have been held by such
shareholders. Distributions in excess of the Fund's earnings and profits, such
as distributions of principal, first will reduce the adjusted tax basis of the
shares held by the shareholders and, after such adjusted tax basis is reduced to
zero, will constitute capital gains to such shareholder (assuming such shares
are held as a capital asset). See the discussion below for a summary of the tax
rates applicable to capital gains (including capital gain dividends). The Fund
will inform shareholders of the source and tax status of such distributions
promptly after the close of each calendar year. Distributions by the Fund
generally will not be eligible for the dividends received deduction for
corporations.

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. See the discussion below for a summary of
the tax rates applicable to capital gains. Any loss recognized upon a taxable
disposition of shares held for six months or less will be treated as long-term
capital loss to the extent of any capital gain dividends received with respect
to such shares. For purposes of determining whether shares have been held for
six months or less, the holding period is suspended for any periods during which
the shareholder's risk of loss is diminished as a result of holding one or more
other positions in substantially similar or related property, or through certain
options or short sales.

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

Some of the Fund's investment practices are subject to special provisions of
the Code that may, among other things, defer the use of losses of the Fund and
affect the holding period of the securities held by the Fund and the nature of
the income realized by the Fund. These provisions may also require the Fund to
recognize income or gain without receiving the cash with which to make
distributions in the amounts necessary to satisfy the distribution requirements
for avoiding federal income and, as described below, excise taxes. The Fund will
monitor its transactions and may make certain tax elections in order to mitigate
the effect of these rules and prevent disqualification of the Fund as a
regulated investment company.

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

Income from certain foreign securities may be subject to foreign income,
withholding or other withholding taxes. Shareholders of the Fund will not be
able to claim any deduction or foreign tax credit with respect to such foreign
taxes. Tax conventions between certain countries and the United States may
reduce or eliminate such foreign taxes.

In order to avoid a 4% excise tax the Fund will be required to distribute by
December 31st of each year, at least an amount equal to the sum of (i) 98% of
its ordinary income for such year and (ii) 98% of its capital gain net income
(computed on the basis of the one-year period ending on October 31st of such
year), together with 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.

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 a month and paid in January of the following
year will be treated as having been distributed by the Fund (and received by the
shareholders) on December 31st of the year in which the dividend was declared.
In addition, certain other distributions made after the close of a taxable year
of the Fund may be "spilled back" and treated as having been 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 is actually made.

31
<PAGE> 36

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) or who are otherwise subject to
backup withholding. Foreign shareholders, including shareholders who are
nonresident aliens, may be subject to U.S. withholding tax on certain
distributions (whether received in cash or in shares) at a rate of 30% or such
lower rate as prescribed by an applicable income tax treaty.

The federal income tax discussion set forth above is for general information
only. Prospective investors should consult their own 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 laws and any
proposed tax law changes.
- --------------------------------------------------------------------------------
FUND PERFORMANCE
- --------------------------------------------------------------------------------

From time to time advertisements and other sales materials for the Fund may
include information concerning the historical performance of the Fund. Any such
information may include the average total return of the Fund calculated on a
compounded basis for specified periods of time. 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 shares. In lieu of or in addition to total return and yield
calculations, such information may include performance rankings and similar
information from independent organizations such as Lipper Analytical Services,
Inc., or nationally recognized financial publications. In addition, from time to
time the Fund may compare its performance to certain securities and unmanaged
indices which may have different risk or reward characteristics than the Fund.
Such characteristics may include, but are not limited to, tax features,
guarantees, insurance and the fluctuation of principal or return. In addition,
from time to time sales materials and advertisements for the Fund may include
hypothetical information.

The Fund's yield quotation is determined on a monthly basis with respect to
the immediately preceding 30-day period. Yield is computed by first dividing the
Fund's net investment income per share earned during such a 30-day period by the
Fund's maximum offering price per share on the last day of such period. The
Fund's net investment income per share is determined by taking the interest
earned by the Fund during the period, subtracting the expenses accrued for the
period (net of any reimbursements), and dividing the result by the product of
(a) the average daily number of Fund shares outstanding during the period that
were entitled to receive dividends and (b) the Fund's maximum offering price per
share on the last day of the period. The yield calculation formula assumes net
investment income is earned and reinvested at a constant rate and annualized at
the end of a six month period.

The Fund calculates average compounded total return by determining the
redemption value at the end of specified periods (after adding back all
dividends and other distributions made during the period) of a $1,000 investment
in the Fund (less the maximum sales charge) at the beginning of the period,
annualizing the increase or decrease over the specified period with respect to
such initial investment and expressing the result as a percentage.

Total return figures utilized by the Fund are based on historical performance
and are not intended to indicate future performance. Total return and net asset
value per share can be expected to fluctuate over time, and accordingly upon
redemption a shareholder's shares may be worth more or less than their original
cost.

From time to time, the Fund may include in its supplemental sales literature
and shareholder reports a quotation of the current "distribution rate" for 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 is determined by annualizing the distributions per share for a stated
period and dividing the result by the ending maximum public offering price for
the same period. It 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 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, 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 options and futures transactions engaged in by the Fund. In addition, the
Fund may, in supplemental sales literature, advertise non-standardized total
return figures representing the cumulative, non-annualized total return from a
given date to a subsequent given date. Cumulative non-standardized total return
is calculated by measuring the value of an initial investment in the Fund at a
given date, deducting the maximum front-end sales charge of 4.75% for Class A
Shares,

32
<PAGE> 37

determining the value of all subsequent reinvested dividends, and dividing the
net change in the value of the investment as of the end of the period by the
amount of the initial investment and expressing the result as a percentage.

Further information about the Fund's performance is contained in the Fund's
Annual Report, Semi-Annual Report and Statement of Additional Information, each
of which can be obtained without charge by calling (800) 421-5666 ((800)
421-2833 for the hearing impaired).
- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF THE FUND
- --------------------------------------------------------------------------------

The Fund is a series of the Van Kampen Trust, a Delaware business trust
organized as of May 10, 1995 (the "Trust"). Shares of the Trust entitle their
holders to one vote per share; however, separate votes are taken by each series
on matters affecting an individual series.

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. The Fund is permitted to issue an unlimited
number of classes of shares. Other classes may be added from time to time in
accordance with the provisions of the Fund's Declaration of Trust.

Each class of shares represents an interest in the same assets of the Fund and
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 share of the Fund is
entitled to its pro rata 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 expenses, the liquidation proceeds to holders of Class B
Shares and Class C Shares are likely to be lower than to holders of Class A
Shares.

The Trust does not contemplate holding regular meetings of shareholders to
elect Trustees or otherwise. However, the holders of 10% or more of the
outstanding shares may by written request require a meeting to consider the
removal of Trustees by a vote of two-thirds of the shares then outstanding cast
in person or by proxy at such meeting. The Trust 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 Trust is set forth in the
Statement of Additional Information.

The Trust'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 his or her private property for the satisfaction of any
obligation or liability of the Fund but the assets of the Fund only shall be
liable.

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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 June 30. 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 income tax information regarding
dividends and capital gains distributions.

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<PAGE> 38

APPENDIX A

RATINGS OF CORPORATE OBLIGATIONS

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:

1. DEBT

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 financing 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 creditors' rights.

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 Debt rated "BB", "B", "CCC", "CC", and "C" is regarded as
B having significantly speculative characteristics with
CCC respect to capacity to pay interest and repay principal.
CC "BB" indicates the least degree of speculation and "C" the
C highest. While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major 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.

A-1
<PAGE> 39
B Debt rated "B" is more vulnerable to default 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, 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" debt rating.
C The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed, 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 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.
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 or 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.

2. COMMERCIAL PAPER

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

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

A-1 This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined
to possess extremely strong safety characteristics are
denoted with a plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation
is satisfactory. However, the relative degree of safety is
not as high as for issues designated "A-1."
A-3 Issues carrying this designation have adequate capacity for
timely payment. They are, however, more vulnerable to the
adverse effects of changes in circumstances than obligations
carrying the higher designations.
B Issues rated "B" are regarded as having significant
speculative characteristics.

A-2
<PAGE> 40
C This rating is assigned to short-term debt obligations with
a doubtful capacity for payment.
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.
A commercial paper 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 to S&P 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.

3. VARIABLE RATE DEMAND BONDS

S&P assigns "dual" ratings to all debt issues that have a put or demand
feature as part of their structure.

The first rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols for the put option (for example
"AAA/A-1+"). With short-term demand debt, S&P's note rating symbols are used
with the commercial paper rating symbols (for example, "SP-1+/A-1+").

4. NOTES

An S&P note rating reflects the liquidity factors and market access risks
unique to notes. Notes maturing in three years or less will likely receive a
note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assignment:

-- Amortization schedule (the longer the final maturity relative to other
maturities the more likely the issue is to be treated as a note).

-- Source of payment (the more the issue depends on the market for its
refinancing, the more likely it is to be treated as a note).

Note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues determined to
possess very strong characteristics will be given a plus (+)
designation.

SP-2 Satisfactory capacity to pay principal and interest with some
vulnerability to adverse financial and economic changes over the term
of the notes.

SP-3 Speculative capacity to pay principal and interest.

5. PREFERRED STOCK

A S&P preferred stock rating is an assessment of the capacity and willingness
of an issuer to pay preferred stock dividends and any applicable sinking fund
obligations. A preferred stock rating differs from a bond rating inasmuch as it
is assigned to an equity issue, which issue is intrinsically different from, and
subordinated to, a debt issue. Therefore, to reflect this difference, the
preferred stock rating symbol will normally not be higher than the bond rating
symbol assigned to, or that would be assigned to, the senior debt of the same
issuer.

The preferred stock ratings are based on the following considerations:

1. Likelihood of payment-capacity and willingness of the issuer to meet the
timely payment of preferred stock dividends and any applicable sinking fund
requirements in accordance with the terms of the obligation.

2. Nature of, and provisions of, the issue.

3. Relative position of the issue in the event of bankruptcy, reorganization,
or other arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.

A-3
<PAGE> 41
AAA This is the highest rating that may be assigned by S&P to a
preferred stock issue and indicates an extremely strong
capacity to pay the preferred stock obligations.
AA A preferred stock issue rated 'AA' also qualifies as a
high-quality, fixed income security. The capacity to pay
preferred stock obligations is very strong, although not as
overwhelming as for issues rated 'AAA'.
A An issue rated 'A' is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB An issue rated "BBB" is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for
preferred stock in this category than for issues in the "A"
category.
BB Preferred stock rated "BB", "B" and "CCC" are regarded, on
B balance, as predominantly speculative with respect to the
CCC issuer's capacity to pay preferred stock obligations. "BB"
indicates the lowest degree of speculation and "CCC" the
highest. While such issues will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
CC The rating "CC" is reserved for a preferred stock issue in
arrears on dividends or sinking fund payments, but that is
currently paying.
C A preferred stock rated "C" is a nonpaying issue.
D A preferred stock rated "D" is a nonpaying issue with the
issuer in default on debt instruments.
NR This indicates that no rating has been requested, that there
is insufficient information on which to base a rating or
that S&P does not rate a particular type of obligation as a
matter of policy.
PLUS (+) or MINUS (-): To provide more detailed indications
of preferred stock quality, 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.

A preferred stock 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 to
S&P by the issuer, and 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.

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) follows:

1. LONG-TERM DEBT

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 fluctuations 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 in 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 payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

A-4
<PAGE> 42

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.

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 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 reasons 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.

2. SHORT-TERM DEBT

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year unless explicitly noted.

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

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

--Leading market positions in well-established industries.

--High rates of return on funds employed.

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

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

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

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

A-5
<PAGE> 43

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

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

3. PREFERRED STOCK

Preferred stock rating symbols and their definitions are as follows:

AAA: An issue which is rated "AAA" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least
risk of dividend impairment within the universe of preferred stocks.

AA: An issue which is rated "AA" is considered a high-grade preferred
stock. This rating indicates that there is reasonable assurance the earnings
and asset protection will remain relatively well maintained in the foreseeable
future.

A: An issue which is rated "A" is considered to be an upper-medium-grade
preferred stock. While risks are judged to be somewhat greater than in the
"AAA" and "AA" classifications, earnings and asset protections are,
nevertheless, expected to be maintained at adequate levels.

BAA: An issue which is rated "BAA" is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured. Earnings and
asset protection appear adequate at present but may be questionable over any
great length of time.

BA: An issue which is rated "BA" is considered to have speculative elements
and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse
periods. Uncertainty of position characterizes preferred stocks in this class.

B: An issue which is rated "B" generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of other
terms of the issue over any long period of time may be small.

CAA: An issue which is rated "CAA" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the future
status of payments.

CA: An issue which is rated "CA" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payment.

C: This is the lowest rated class of preferred or preference stock. Issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

NOTE: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from "AA" through "B" in its preferred stock rating system. 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.

A-6
<PAGE> 44

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) 341-2911.

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 YIELD FUND

One Parkview Plaza
Oakbrook Terrace, IL 60181

Investment Adviser

VAN KAMPEN INVESTMENT

ADVISORY CORP.
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 Yield Fund

Custodian

STATE STREET BANK AND
TRUST COMPANY
225 West Franklin Street, P.O. Box 1713
Boston, MA 02105-1713

Attn: Van Kampen High Yield Fund

Legal Counsel

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

Independent Accountants

KPMG PEAT MARWICK LLP
Peat Marwick Plaza
303 East Wacker Drive
Chicago, IL 60601
<PAGE> 45

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

HIGH YIELD FUND
- --------------------------------------------------------------------------------

P R O S P E C T U S

OCTOBER 28, 1998

[VAN KAMPEN FUNDS LOGO]

HYF PRO 10/98

<PAGE> 46

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

VAN KAMPEN SHORT-TERM GLOBAL INCOME FUND

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

Van Kampen Short-Term Global Income Fund (the "Fund") is a non-diversified,
open-end management investment company, commonly known as a mutual fund. The
Fund's investment objective is to seek a high level of current income,
consistent with prudent investment risk.

The Fund seeks to achieve its investment objective by investing primarily
in a global portfolio of investment grade debt securities denominated in various
currencies and multi-national currency units and maintaining a dollar-weighted
average portfolio duration of not more than three years. The portfolio consists
of at least 80% of its net assets in investment grade debt securities issued or
guaranteed by foreign governments or supranational organizations or their
agencies, instrumentalities, or subdivisions, investment grade debt securities
issued by corporations, investment grade certificates of deposit or bankers
acceptances issued or guaranteed by large U.S. or foreign banks, investment
grade commercial paper and debt securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities. The Fund may also invest up to
20% of its net assets in lower-grade debt securities which are below investment
grade. Investment in lower-grade securities, which securities are commonly
referred to as "junk bonds," involve special risks as compared to investments in
higher grade securities. See "Investment Objectives and Policies -- Special Risk
Considerations Regarding Lower Grade Debt Securities." Investments in securities
denominated in currencies other than the U.S. dollar involve foreign currency
exchange risks. The Fund may engage in strategic transactions to seek to reduce
or eliminate such risks.

The Fund is designed for the investor who seeks a higher yield than a money
market fund and less fluctuation in net asset value than a longer-term global
bond fund. The net asset value will fluctuate depending on market conditions and
other factors. There is no assurance that the Fund will achieve its investment
objective.

The Fund is a separate series of the Van Kampen Trust (the "Trust"). The
Fund's investment adviser is Van Kampen Investment Advisory Corp. (the
"Adviser"). This Prospectus sets forth 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) 341-2911.

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

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, 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 THE POSSIBLE LOSS OF PRINCIPAL.

A Statement of Additional Information, dated October 28, 1998, containing
additional information about the Fund is hereby incorporated by reference in its
entirety into this Prospectus. A copy of the Fund's Statement of Additional
Information may be obtained without charge by calling (800) 341-2911 or for
Telecommunications Device for the Deaf at (800) 421-2833. The Statement of
Additional Information has been filed with the Securities and Exchange
Commission ("SEC") and is available along with other related materials at the
SEC's internet web site (http://www.sec.gov).

VAN KAMPEN FUNDS LOGO

THIS PROSPECTUS IS DATED OCTOBER 28, 1998.

<PAGE> 47

- --------------------------------------------------------------------------------
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 Objective and Policies........................... 9
Investment Practices........................................ 15
Investment Advisory Services................................ 19
Alternative Sales Arrangements.............................. 20
Purchase of Shares.......................................... 21
Shareholder Services........................................ 27
Redemption of Shares........................................ 30
Distribution and Service Plans.............................. 32
Distributions from the Fund................................. 33
Tax Status.................................................. 34
Fund Performance............................................ 36
Description of Shares of the Fund........................... 37
Additional Information...................................... 38
</TABLE>

NO DEALER, SALESMAN 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> 48

- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------

THE FUND. Van Kampen Short-Term Global Income Fund (the "Fund") is a separate,
non-diversified series of the Van Kampen Trust (the "Trust"). The Trust is an
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 OBJECTIVE. The Fund's investment objective is to seek a high level
of current income, consistent with prudent investment risk. There is no
assurance that the Fund will achieve its investment objective. See "Investment
Objective and Policies."

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing primarily in a global portfolio of investment grade debt securities
denominated in various currencies and multi-national currency units and
maintaining a dollar-weighted average portfolio duration of not more than three
years. In normal market conditions, at least 65% of the Fund's total assets will
be invested in obligations of or issued by issuers located in at least three
different countries, one of which may be the United States. In normal market
conditions, the Fund invests at least 80% of its total net assets in investment
grade debt securities. The Fund may also invest up to 20% of its net assets in
lower-grade debt securities which are below investment grade. Investment in
lower-grade securities, which securities are commonly referred to as "junk
bonds", involve special risks as compared to investments in higher grade
securities. See "Investment Objectives and Policies -- Special Risk
Considerations Regarding Lower Grade Debt Securities." The Fund is designed for
the investor who seeks a higher yield than a money market fund and less
fluctuation in net asset value than a longer-term global bond fund. Investment
grade debt securities and securities with shorter duration generally have lower
yields than debt securities of lower quality and with longer maturities. See
"Investment Objective and Policies" and "Investment Practices."

INVESTMENT RESULTS. The investment results of the Fund are shown in the table
of "Financial Highlights."

REDEMPTION. Class A Shares generally may be redeemed at net asset value,
without charge subject to conditions set forth herein. Shares sold subject to a
contingent deferred sales charge ("CDSC Shares") may be redeemed at net asset
value per share less a deferred sales charge, which will vary among each class
of CDSC Shares and with the length of time a redeeming shareholder has owned
such shares. CDSC Shares redeemed after the expiration of the CDSC period
applicable to the respective class of CDSC Shares will not be subject to a
deferred sales charge. The Fund may require the redemption of shares if the
value of an account is $500 or less. See "Redemption of Shares."

INVESTMENT ADVISER. Van Kampen Investment Advisory Corp. (the "Adviser") is the
Fund's investment adviser.

DISTRIBUTOR. Van Kampen Funds Inc. (the "Distributor") distributes the Fund's
shares.

DISTRIBUTIONS FROM THE FUND. Distributions from net investment income will be
declared daily and paid monthly; net realized capital gains, if any, will be
distributed annually. Distributions with respect to each class of shares will be
calculated in the same manner on the same day and will be in the same amount
except that the different distribution and service fees and administrative
expenses relating to each class of shares will be borne exclusively by the
respective class of shares. See "Distributions from the Fund."

RISK FACTORS AND SPECIAL CONSIDERATIONS. As a global fund, the Fund may invest
in United States and foreign securities. Investments in securities of foreign
entities and securities denominated in foreign currencies involve risks not
typically involved in domestic investment, including fluctuations in foreign
exchange rates, future foreign political and economic developments, and the
possible imposition of exchange controls or other foreign or United States
governmental laws or restrictions applicable to such investments. Since the Fund
may invest in securities denominated or quoted in currencies other than the
United States dollar, changes in foreign currency exchange rates may affect the
value of investments in the Fund's portfolio and the accrued income and
unrealized appreciation or depreciation of investments. Changes in foreign
currency exchange rates relative to the U.S. dollar will affect the value of the
Fund's assets as denominated in U.S. dollars and the Fund's dollar denominated
yield on such assets. Foreign currency exchange rates are determined by forces
of supply and demand on the foreign exchange markets. These forces are, in turn,
affected by the international balance of payments and other economic and
financial conditions, government intervention, speculation, and other factors.
Moreover, individual foreign economies may differ favorably or unfavorably from
the United States economy in such respects as

3
<PAGE> 49

growth of gross national product, rate of inflation, capital reinvestment,
resources, self-sufficiency and balance of payments position.

With respect to certain foreign countries, there is the possibility of
expropriation of assets, confiscatory taxation, political or social instability
or diplomatic developments which could affect investment in such countries.
There may be less publicly available information about a foreign financial
instrument than about an United States instrument, and foreign entities may not
be subject to accounting, auditing and financial reporting standards and
requirements comparable to those of United States entities. In addition, certain
foreign investments made by the Fund may be subject to foreign income,
withholding or other taxes, which would reduce the Fund's total return on such
investments and the amounts available for distribution by the Fund to its
shareholders. For any taxable year that more than 50% of the Fund's total assets
at the close of such year consist of stock or securities of foreign corporations
and that the Fund otherwise qualifies for and makes an election, the amount of
foreign taxes paid by the Fund that can be treated as foreign income taxes for
United States federal income tax purposes would be included in the income of its
shareholders and (subject to certain limitations) shareholders would be entitled
to credit their portions of these amounts against their United States federal
income tax due, if any, or to deduct their portions of these amounts from their
United States taxable income, if any. See "Tax Status." Most foreign financial
markets, while growing in volume, have, for the most part, substantially less
volume than United States markets, and securities of many foreign companies are
less liquid and their prices more volatile than securities of comparable
domestic companies. Foreign markets also have different clearance and settlement
procedures and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when assets of the Fund are not invested and no return is
earned thereon. The inability of the Fund to make intended security purchases
due to settlement problems could cause the Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to the Fund due to subsequent declines in
the value of the portfolio security or, if the Fund has entered into a contract
to sell the security, could result in possible liability to the purchaser. Costs
associated with transactions in foreign securities, including custodial costs
and foreign brokerage commissions, are generally higher than with transactions
in United States securities. In addition, the Fund incurs costs in connection
with conversions between various currencies. There is generally less government
supervision and regulation of exchanges, financial institutions and issuers in
foreign countries than there is in the United States.

The Fund may invest up to 20% of its net assets in lower grade debt
securities, including securities of foreign issuers and securities rated in the
lowest rating categories. Investment in medium or lower grade securities, which
securities are commonly referred to as "junk bonds" involve special risks as
compared to investments in higher grade securities. See "Investment Objectives
and Policies -- Special Risk Considerations Regarding Lower Grade Debt
Securities."

The net asset value of the Fund's shares will be affected by changes in the
general level of interest rates. When interest rates decline, the value of a
portfolio of fixed income securities can be expected to rise. Conversely, when
interest rates rise, the value of a portfolio of fixed income securities can be
expected to decline.

The Fund intends to engage in strategic transactions with respect to all or a
portion of its portfolio investments through transactions in forward currency
contracts, options on foreign currencies, foreign currency swap contracts,
financial futures contracts and options on such financial futures contracts and
through the use of "cross hedges." Successful investments in such transactions
are subject to the Adviser's ability to predict correctly movements in the
relevant markets. Certain investments in such transactions may be illiquid.

The Fund may invest in commercial paper and certificates of deposit which are
indexed to certain specific foreign currency exchange rates. The terms of such
commercial paper or certificates of deposit provide that their principal amount
is adjusted upwards or downwards (but not below zero) at maturity to reflect
changes in the exchange rate between two currencies while the obligation is
outstanding. Such commercial paper and certificates of deposit entail the risk
of loss of principal.

The Fund may invest in certain types of income securities that involve special
risks; such securities include mortgage-backed and asset-backed securities,
stripped income securities, floating and variable rate income securities, Brady
Bonds, and structured investments. See "Investment Objectives and Policies."

The Fund is a "non-diversified" investment company, which means the Fund may,
subject to the requirements for qualification as a regulated investment company
for United States federal income tax purposes, invest more than 5% of the value
of its total assets in the securities of a single issuer. Because the Fund, as a
non-diversified investment company, may invest in a smaller number of individual
issuers than a diversified investment company, an investment in the Fund may, in
certain circumstances, present greater risk to an investor than an investment in
a diversified investment company.

The foregoing is qualified in its entirety by reference to the more detailed
information
appearing elsewhere in this Prospectus.

4
<PAGE> 50

- --------------------------------------------------------------------------------
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 the offering price).................................... 3.25%(1) None None
Maximum sales charge imposed on reinvested dividends (as a
percentage of the offering price)......................... None None(3) None(3)
Deferred sales charge (as a percentage of the lesser of the
original purchase price or redemption proceeds)........... None(2) Year Year
1--3.00% 1--1.00%
Year After--None
2--2.00%
Year
3--1.00%
After--None
Redemption fees (as a percentage of amount redeemed)........ None None None
Exchange fees............................................... None None None
</TABLE>

- --------------------------------------------------------------------------------
(1) Reduced on investments of $25,000 or more. See "Purchase of Shares--Class A
Shares."

(2) Investments of $1 million or more are not subject to a 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. See "Purchase of Shares--Deferred
Sales Charge Alternatives--Class A Share Purchases of $1 Million or More."

5
<PAGE> 51

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

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)................................................... 0.55% 0.55% 0.55%
12b-1 Fees(1) (as a percentage of average daily net
assets)................................................... 0.25% 1.00%(3) 1.00%(3)
Other Expenses (after expense reimbursement) (as a
percentage of average daily net assets)(2)................ 0.59% 0.61% 0.61%
Total Expenses (after expense reimbursement) (as a
percentage of average daily net assets)(2)................ 1.39% 2.16% 2.16%
</TABLE>

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

(1) Includes a service fee of up to 0.25% (as a percentage of net asset value)
paid by the Fund as compensation for ongoing services rendered to investors.
With respect to each class of shares, amounts in excess of 0.25%, if any,
represent an asset based sales charge for distribution-related expenses. The
asset based sales charge with respect to Class C Shares includes 0.75% (as a
percentage of net asset value) paid to investors' broker-dealers as sales
compensation. See "Distribution and Service Plans."

(2) Absent the Adviser's waiver or reimbursement of certain expenses of the
Fund, "Other Expenses" would have been 0.61%, 0.63% and 0.62% for Class A
Shares, Class B Shares and Class C Shares, respectively, and "Total
Expenses" would have been 1.41%, 2.18% and 2.17% for Class A Shares, Class B
Shares and Class C Shares, respectively.

(3) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by NASD Rules.

EXAMPLE:

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (i) an operating expense ratio of 1.39% for Class
A Shares, 2.16% for Class B Shares and 2.16% for Class C
Shares, (ii) a 5.00% annual return and (iii) redemption at
the end of each period:
Class A Shares......................................... $46 $75 $106 $194
Class B Shares......................................... 52 78 116 212*
Class C Shares......................................... 32 68 116 249
You would pay the following expenses on the same $1,000
investment assuming no redemption at the end of each
period:
Class A Shares......................................... $46 $75 $106 $194
Class B Shares......................................... 22 68 116 212*
Class C Shares......................................... 22 68 116 249
</TABLE>

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

* Based on conversion to Class A Shares after eight years.

The purpose of the foregoing tables 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. Fees currently waived or expenses
reimbursed may not continue; accordingly, future expenses as projected may
increase. 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
LESSER THAN THOSE SHOWN. For a more complete description of such costs and
expenses, see "Purchase of Shares," "Redemption of Shares," "Investment Advisory
Services" and "Distribution and Service Plans."

6
<PAGE> 52

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

FINANCIAL HIGHLIGHTS (for one share outstanding throughout the periods
indicated)

- --------------------------------------------------------------------------------
The following schedule presents financial highlights for one Class A Share, one
Class B Share and one Class C Share of the Fund outstanding throughout each of
the periods indicated. The financial highlights have been audited by KPMG Peat
Marwick LLP, independent accountants, for each of the periods indicated, and
their report thereon appears in the Fund's related Statement of Additional
Information. This information should be read in conjunction with the financial
statements and related notes thereto included in the Statement of Additional
Information.

<TABLE>
<CAPTION>
CLASS A SHARES
------------------------------------------------------------------------------------------
SEPTEMBER 28, 1990
YEAR ENDED JUNE 30 (COMMENCEMENT OF
----------------------------------------------------------------- INVESTMENT OPERATIONS)
1998 1997 1996 1995 1994 1993 1992 TO JUNE 30, 1991
---- ---- ---- ---- ---- ---- ---- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................. $ 7.55 $ 7.62 $ 7.56 $ 8.15 $ 9.11 $ 9.65 $ 9.49 $ 9.70
Net Investment Income.............. 0.39 0.42 0.49 0.50 0.59 0.71 0.69 0.62
Net Realized and Unrealized
Gain/Loss........................ (0.13) 0.03 0.16 (0.45) (0.89) (0.46) 0.34 (0.15)
------ ------ ------ ------- ------- ------- ------ ------
Total from Investment Operations..... 0.26 0.45 0.65 0.05 (0.30) 0.25 1.03 0.47
------ ------ ------ ------- ------- ------- ------ ------
Less:
Distributions from and in Excess of
Net Investment Income............ 0.42 0.51 -0- 0.37 0.35 0.79 0.87 0.68
Return of Capital Distribution..... 0.04 0.01 0.59 0.27 0.31 -0- -0- -0-
------ ------ ------ ------- ------- ------- ------ ------
Total Distributions.................. 0.46 0.52 0.59 0.64 0.66 0.79 0.87 0.68
------ ------ ------ ------- ------- ------- ------ ------
Net Asset Value, End of Period....... $ 7.35 $ 7.55 $ 7.62 $ 7.56 $ 8.15 $ 9.11 $ 9.65 $ 9.49
====== ====== ====== ======= ======= ======= ====== ======
Total Return(*)(a)................... 3.46% 6.09% 8.81% .69% (3.61%) 2.86% 11.35% 4.97%(**)
Net Assets at End of Period (In
millions).......................... $ 45.7 $ 39.5 $ 50.1 $ 72.5 $ 147.7 $ 205.9 $205.1 $ 85.4
Ratio of Expenses to Average Net
Assets(*)(b)....................... 1.39% 1.33% 1.31% 1.14% 1.13% 1.14% 1.32% 1.57%
Ratio of Net Investment Income to
Average Net Assets(*).............. 5.40% 5.37% 6.54% 7.20% 6.64% 7.87% 8.12% 7.20%
Portfolio Turnover................... 175% 378% 225% 204% 259% 141% 65% 78%
- ----------------
* If certain expenses had not been assumed by the Adviser, Total Return would have been lower and the
ratios would have been as follows:
Ratio of Expenses to Average Net
Assets(b)......................... 1.41% 1.36% 1.34% N/A N/A N/A N/A N/A
Ratio of Net Investment Income to
Average Net Assets................ 5.38% 5.34% 6.51% N/A N/A N/A N/A N/A
</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) Beginning with the year ended June 30, 1997, the Ratios of Expenses to
Average Net Assets are based upon expense amounts which do not reflect
credits earned on overnight cash balances.
N/A -- Not Applicable

See Financial Statements and Notes Thereto

7
<PAGE> 53

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS--continued (for one share outstanding throughout the
periods)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES
--------------------------------------------------------------------------
JULY 22, 1991
YEAR ENDED JUNE 30 (COMMENCEMENT
------------------------------------------------------ OF DISTRIBUTIONS)
1998(A) 1997(A) 1996 1995 1994 1993 TO JUNE 30, 1992
------- ------- ---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period...... $ 7.55 $ 7.62 $ 7.56 $ 8.15 $ 9.10 $ 9.65 $ 9.43
Net Investment Income.................... 0.36 0.35 0.39 0.41 0.54 0.67 0.78
Net Realized and Unrealized Gain/Loss.... (0.16) 0.04 0.20 (0.42) (0.90) (0.49) 0.19
------ ------ ------ ------ ------- ------ -------
Total from Investment Operations.......... 0.20 0.39 0.59 (0.01) (0.36) 0.18 0.97
------ ------ ------ ------ ------- ------ -------
Less:
Distributions from and in Excess of Net
Investment Income...................... 0.37 0.45 -0- 0.34 0.32 0.73 0.75
Return of Capital Distribution........... 0.03 0.01 0.53 0.24 0.27 -0- -0-
------ ------ ------ ------ ------- ------ -------
Total Distributions....................... 0.40 0.46 0.53 0.58 0.59 0.73 0.75
------ ------ ------ ------ ------- ------ -------
Net Asset Value, End of Period............ $ 7.35 $ 7.55 $ 7.62 $ 7.56 $ 8.15 $ 9.10 $ 9.65
====== ====== ====== ====== ======= ====== =======
Total Return*(b).......................... 2.67% 5.29% 8.02% (.14%) (4.22%) 2.02% 10.47%**
Net Assets at End of Period (In
millions)................................ $ 19.6 $ 52.1 $ 81.1 $127.9 $ 271.8 $393.1 $ 241.7
Ratio of Expenses to Average Net
Assets*(c)............................... 2.16% 2.09% 2.09% 1.96% 1.85% 1.85% 2.08%
Ratio of Net Investment Income to Average
Net Assets*.............................. 4.48% 4.62% 5.79% 6.42% 5.91% 7.20% 8.62%
Portfolio Turnover........................ 175% 378% 225% 204% 259% 141% 65%
- ----------------
* If certain expenses had not been assumed by the Adviser, Total Return would have been lower and the ratios would
have been as follows:
Ratio of Expenses to Average Net
Assets(c).............................. 2.18% 2.12% 2.12% N/A N/A N/A N/A
Ratio of Net Investment Income to
Average Net Assets..................... 4.46% 4.59% 5.76% N/A N/A N/A N/A

<CAPTION>
CLASS C SHARES
-------------------------------------------------------
AUGUST 13, 1993
YEAR ENDED JUNE 30 (COMMENCEMENT
----------------------------------- OF DISTRIBUTIONS)
1998(A) 1997(A) 1996 1995 TO JUNE 30, 1994
------- ------- ---- ---- -----------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period...... $ 7.55 $ 7.62 $ 7.56 $ 8.16 $ 9.24
Net Investment Income.................... 0.34 0.35 0.45 0.50 0.49
Net Realized and Unrealized Gain/Loss.... (0.14) 0.04 0.14 (0.52) (1.05)
------ ------ ------ ------ -------
Total from Investment Operations.......... 0.20 0.39 0.59 (0.02) (0.56)
------ ------ ------ ------ -------
Less:
Distributions from and in Excess of Net
Investment Income...................... 0.37 0.45 -0- 0.34 0.27
Return of Capital Distribution........... 0.03 0.01 0.53 0.24 0.25
------ ------ ------ ------ -------
Total Distributions....................... 0.40 0.46 0.53 0.58 0.52
------ ------ ------ ------ -------
Net Asset Value, End of Period............ $ 7.35 $ 7.55 $ 7.62 $ 7.56 $ 8.16
====== ====== ====== ====== =======
Total Return*(b).......................... 2.67% 5.29% 8.03% (.27%) (6.32%)**
Net Assets at End of Period (In
millions)................................ $ .3 $ .2 $ .2 $ .2 $ .2
Ratio of Expenses to Average Net
Assets*(c)............................... 2.16% 2.09% 2.07% 1.96% 1.84%
Ratio of Net Investment Income to Average
Net Assets*.............................. 4.67% 4.63% 5.72% 6.30% 5.83%
Portfolio Turnover........................ 175% 378% 225% 204% 259%
- ----------------
* If certain expenses had not been assume
have been as follows:
Ratio of Expenses to Average Net
Assets(c).............................. 2.17% 2.12% 2.09% N/A N/A
Ratio of Net Investment Income to
Average Net Assets..................... 4.65% 4.60% 5.69% N/A N/A
</TABLE>

** Non-Annualized
(a) Based on average month-end shares outstanding.
(b) Total Return is based upon net asset value which does not include payment of
the maximum sales charge or contingent deferred sales charge.
(c) Beginning with the year ended June 30, 1997, the Ratios of Expenses to
Average Net Assets are based upon expense amounts which do not reflect
credits earned on overnight cash balances.
N/A -- Not Applicable
See Financial Statements and Notes Thereto

8
<PAGE> 54

- --------------------------------------------------------------------------------
THE FUND
- --------------------------------------------------------------------------------

Van Kampen Short-Term Global Income Fund (the "Fund") is a separate,
non-diversified series of Van Kampen Trust (the "Trust"). The Trust is an
open-end management investment company organized as a Delaware business trust.

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to seek a high level of current income,
consistent with prudent investment risk. The Fund's investment objective is
fundamental and, as such, cannot be changed without the approval of the holders
of a majority (defined as the lesser of (i) 67% of the voting securities present
at a meeting of shareholders, if the holders of more than 50% of the outstanding
voting securities are present or represented by proxy at such meeting, or (ii)
more than 50% of the outstanding voting securities) of the Fund's outstanding
shares. The Fund seeks to achieve its investment objective by investing in a
global portfolio of investment grade debt securities denominated in various
currencies and multi-national currency units and maintaining a dollar-weighted
average portfolio duration of not more than three years.

The Fund is designed for the investor who seeks a higher yield than a money
market fund and less fluctuation in net asset value than a longer-term global
bond fund. Investment grade debt securities and securities with shorter duration
generally have lower yields than debt securities of lower quality and with
longer maturities. There can be no assurance that the Fund will achieve its
investment objective. 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.

The Fund invests in debt securities denominated in multi-national currency
units and in the currencies of countries whose governments are considered stable
by the Adviser and whose currency is convertible into U.S. dollars. Such
currencies currently include, among others, the Australian Dollar, Austrian
Schilling, British Pound Sterling, Canadian Dollar, Dutch Guilder, European
Currency Unit ("ECU"), French Franc, German Mark, Italian Lira, Japanese Yen,
New Zealand Dollar, Spanish Peseta, Swedish Krona and Swiss Franc. An issuer of
debt securities purchased by the Fund may be domiciled in a country other than
the country in whose currency the instrument is denominated. As noted below, the
Fund may also invest a portion of its assets in debt securities denominated in
currencies of emerging market countries.

The Fund seeks to minimize credit risk by investing at least 80% of its net
assets in investment grade debt securities. Accordingly, the Fund will invest at
least 80% of its net assets in: (i) obligations issued or guaranteed by foreign
governments or supranational organizations or their agencies, instrumentalities
or subdivisions and that are rated, at the time of investment, at least BBB by
Standard & Poor's Ratings Group ("S&P") or at least Baa by Moody's Investors
Service, Inc. ("Moody's") or similarly rated by another nationally recognized
statistical rating organization ("NRSRO") as determined by the Adviser subject
to the review of the Board of Trustees ("Investment Grade Ratings") or, if
unrated, determined by the Adviser to be of comparable quality; (ii) corporate
debt securities having at least one Investment Grade Rating, at the time of
investment, or if unrated, determined by the Adviser to be of comparable
quality; (iii) certificates of deposit and bankers' acceptances issued or
guaranteed by, or time deposits maintained at, banks (including foreign branches
of U.S. banks or U.S. or foreign branches of foreign banks) having total assets
of more than $500 million and determined by the Adviser to be of investment
grade; (iv) commercial paper rated, at the time of investment, A-3 by S&P,
Prime-3 by Moody's or similarly rated by another NRSRO as determined by the
Adviser subject to the review of the Board of Trustees or, if not rated, issued
by U.S. or foreign companies having outstanding debt securities rated at least
BBB or Baa by S&P or Moody's, respectively, or similarly rated by another NRSRO,
or determined by the Adviser to be of comparable quality; and (v) debt
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities.

Securities rated BBB by S&P are regarded by S&P as having an adequate capacity
to pay interest and repay principal. Whereas such securities normally exhibit
adequate protection parameters, adverse economic conditions or changing

9
<PAGE> 55

circumstances are more likely, in the opinion of S&P, to lead to a weakened
capacity to pay interest and repay principal for debt in this category than in
higher rated categories. According to published guidelines, securities rated Baa
by Moody's are considered by Moody's as medium grade obligations. Such
securities are, in the opinion of Moody's, neither highly protected nor poorly
secured. Interest payments and principal security appear to Moody's to be
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. In the opinion
of Moody's they lack outstanding investment characteristics and in fact have
speculative characteristics as well. For a description of S&P's and Moody's
ratings see the Statement of Additional Information.

The foregoing policies with respect to credit quality of portfolio investments
will apply only at the time of purchase of a security, and the Fund will not be
required to dispose of a security in the event that S&P or Moody's (or any other
NRSRO) downgrades its assessment of the credit characteristics of a particular
issuer. In determining whether the Fund will retain or sell such a security, the
Adviser may consider such factors as the Adviser's assessment of the credit
quality of the issuer of such security, the price at which such security could
be sold and the rating, if any, assigned to such security by other NRSRO.

In pursuing its investment objective, the Fund seeks to minimize fluctuations
in net asset value as a result of changes in market rates of interest by
investing only in shorter-term debt securities. The Fund seeks to maintain a
dollar-weighted average portfolio duration of not more than three years.
Duration is a measure of the expected life of a debt security on a present value
basis expressed in years that 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 function of the length of the time
interval between the present and the time when each payment of interest and
principal is scheduled to be received (or in the case of a callable bond,
expected to be received), weighing such payments by the present value of the
cash to be received at each future point in time. In general, the lower the
coupon rate of interest, 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. With respect to
certain securities, there are some situations where even the standard duration
calculation does not properly reflect the interest rate exposure of a security.
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.

The net asset value of the Fund's shares will change as the general level of
interest rates fluctuates. When interest rates decline, the value of a portfolio
primarily invested in debt securities can be expected to rise. Conversely, when
interest rates rise, the value of a portfolio primarily invested in debt
securities can be expected to decline. However, shorter-term securities
generally are less sensitive to changes in value as a result of fluctuations in
market rates of interest than are longer-term securities, and it is expected
that the net asset value of the Fund's shares will fluctuate as a result of
changes in market rates of interest less than that of a longer-term global bond
fund. The Fund's net asset value may fluctuate as a result of changes in foreign
exchange rates, independent of fluctuations in market rates of interest although
as described herein the Fund may engage in foreign currency hedging transactions
to seek to minimize such fluctuations. The Adviser actively manages the Fund's
portfolio, allocating portfolio assets among various types of U.S. and foreign
debt securities and adjusting the Fund's exposure to each currency based on the
Adviser's perception of the most favorable markets and issuers. In this regard,
the percentage of assets invested in securities of a particular country or
denominated in a particular currency will vary in accordance with the Adviser's
assessment of the relative yield and appreciation potential of such securities
and the relationship of a country's currency to the U.S. dollar. Fundamental
economic strength, credit quality and interest rate trends are the principal
factors considered by the Adviser in determining to increase or decrease the
emphasis placed upon a particular industry sector within the Fund's investment
portfolio. The Fund will not invest more than 25% of its total assets in debt
securities denominated in a single currency other than the U.S. dollar.

From time to time the returns available on short-term debt instruments
denominated in the currencies of certain foreign countries may be more
attractive than the corresponding returns available on U.S. dollar denominated
short-term debt instruments. However, the attractive returns which may from time
to time be available from certain short-term foreign currency denominated debt
instruments can be adversely affected by changes in currency exchange rates. The
Fund may receive a large portion of any income and gains in currencies other
than U.S. dollars, although the Fund will make distributions in U.S. dollars. A
reduction in the value of such foreign currencies relative to the value of the
U.S. dollar
10
<PAGE> 56

would adversely affect the dollar value of the net assets (including accrued
income and unrealized appreciation or depreciation of investments) of the Fund.
In addition, the Fund intends to engage in hedging and risk management
transactions in instruments such as forward currency contracts, options on
foreign currencies, foreign currency swap agreements, financial futures
contracts and options thereon. There can, however, be no assurance that the Fund
will not be adversely affected by fluctuations in currency exchange rates and
such hedging and risk management transactions entail risks. See "Investment
Practices."

The Fund may invest without limitation in commercial paper and certificates of
deposit which are indexed to certain specific foreign currency exchange rates.
The terms of such commercial paper or certificates of deposit provide that the
principal amount is adjusted upwards or downwards (but not below zero) at
maturity to reflect fluctuations in the exchange rate between two currencies
while the obligation is outstanding, depending on the terms of the specific
security. The Fund will purchase such commercial paper or certificates of
deposit with the currency in which it is denominated and, at maturity, will
receive interest and principal payments thereon in that currency, but the amount
of principal payable by the issuer at maturity will vary in proportion to the
change (if any) in the exchange rate between the two specified currencies
between the date the instrument is issued and the date the instrument matures.
While such commercial paper and certificates of deposit entail the risk of loss
of principal, the potential for realizing gains as a result of changes in
foreign currency exchange rates enables the Fund to hedge (or cross-hedge)
against a decline in the U.S. dollar value of investments denominated in foreign
currencies while providing an attractive money market rate of return. The Fund
will purchase such commercial paper and certificates of deposit for hedging
purposes only, not for speculation. The Fund currently maintains a segregated
account with respect to its investments in this type of commercial paper and
certificates of deposit containing cash or liquid securities having a value
equal to the aggregate principal amount of outstanding commercial paper and
certificates of deposit of this type.

The Fund may invest in debt securities issued by supranational organizations
such as the World Bank, which was chartered to finance development projects in
developing member countries, and the Asian Development Bank, which is an
international development bank established to lend funds, promote investment and
provide technical assistance to member nations in the Asian and Pacific regions.
Supranational entities do not have taxing authority and are therefore dependent
on their members' support in order to meet interest and principal payments.

The Fund may invest in debt securities denominated in the ECU, which is a
"basket" consisting of specified amounts of the currencies of the member states
of the European Economic Community. The specific amounts of currencies
comprising the ECU may be adjusted by the Council of Ministers of the European
Community to reflect changes in relative values of the underlying currencies.
The Fund's Adviser does not believe that such adjustments will adversely affect
holders of ECU-denominated obligations or the marketability of such securities.
European supranationals, in particular, often issue ECU-denominated obligations.

As a global fund, the Fund may invest in United States and foreign securities.
It is a policy of the Fund that, in normal circumstances, the Fund's assets will
be invested in obligations of or issued by issuers located in at least three
different countries, one of which may be the United States. Investments in
securities of foreign entities and securities denominated in foreign currencies
involve risks not typically involved in domestic investment, including
fluctuations in foreign exchange rates, future foreign political and economic
developments, and the possible imposition of exchange controls or other foreign
or United States governmental laws or restrictions applicable to such
investments. Since the Fund may invest in securities denominated or quoted in
currencies other than the United States dollar, changes in foreign currency
exchange rates may affect the value of investments in the portfolio and the
accrued income and unrealized appreciation or depreciation of investments.
Changes in foreign currency exchange rates relative to the U.S. dollar will
affect the U.S. dollar value of the Fund's assets denominated in that currency
and the Fund's yield on such assets. Foreign currency exchange rates are
determined by forces of supply and demand on the foreign exchange markets. These
forces are, in turn, affected by the international balance of payments and other
economic and financial conditions, government intervention, speculation, and
other factors. Moreover, individual foreign economies may differ favorably or
unfavorably from the United States economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments position.

11
<PAGE> 57

entities may not be subject to accounting, auditing and financial reporting
standards and requirements comparable to those of United States entities. In
addition, certain foreign investments made by the Fund may be subject to foreign
income, withholding or other taxes, which would reduce the Fund's total return
on such investments and the amounts available for distributions by the Fund to
its shareholders. For any taxable year that more than 50% of the Fund's total
assets at the close of such year consist of stock or securities in foreign
corporations and that the Fund otherwise qualifies for and makes an election,
the amount of foreign taxes paid by the Fund that can be treated as foreign
income taxes for United States federal income tax purposes would be included in
the income of its shareholders and (subject to certain limitations) shareholders
would be entitled to credit their portion of these amounts against their United
States federal income tax due, if any, or to deduct their portions of these
amounts from their United States taxable income, if any. See "Tax Status."
Foreign financial markets, while growing in volume, have, for the most part,
substantially less volume than United States markets, and securities of many
foreign companies are less liquid and their prices more volatile than securities
of comparable domestic companies. The foreign markets also have different
clearance and settlement procedures and in certain markets there have been times
when settlements have been unable to keep pace with the volume of securities
transactions making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when assets of the Fund are not
invested and no return is earned thereon. The inability of the Fund to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result either in losses to the Fund
due to subsequent declines in value of the portfolio security or, if the Fund
has entered into a contract to sell the security, could result in possible
liability to the purchaser. Costs associated with transactions in foreign
securities, including custodial costs and foreign brokerage commissions, are
generally higher than with transactions in United States securities. In
addition, the Fund will incur costs in connection with conversions between
various currencies. There is generally less government supervision and
regulation of exchanges, financial institutions and issuers in foreign countries
than there is in the United States.

The Fund may invest in debt securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities. Such securities may include
either direct obligations of the U.S. Treasury (such as U.S. Treasury bills,
notes or bonds) or securities issued or guaranteed by agencies or
instrumentalities of the U.S. government (such as Federal Home Loan Bank
securities and Federal National Mortgage Association securities). Of the
obligations issued or guaranteed by agencies or instrumentalities of the U.S.
government, some are backed by the full faith and credit of the U.S. government
and others are backed only by the rights of the issuer to borrow from the U.S.
Treasury.

The Fund has a policy which states that it may not purchase any security which
is restricted as to disposition under federal securities laws or by contract or
which is not readily marketable or is illiquid, if immediately after such
purchase more than 15% of the Fund's net assets (taken at market value) would be
invested in such securities. The following are presently subject to such policy:
(a) direct placements or other securities which are subject to legal or
contractual restrictions on resale or for which there is no readily available
market (e.g., trading in the security is suspended or, in the case of unlisted
securities, market makers do not exist or will not entertain bids or offers),
(b) certain options purchased by the Fund over-the-counter on securities other
than U.S. government securities and the cover for options written by the Fund
over the counter, and (c) repurchase agreements not terminable within seven
days. See "Investment Practices."

The Fund is a "non-diversified" investment company, which means the Fund is
not limited in the proportion of its assets that may be invested in the
securities of a single issuer. However, the Fund intends to conduct its
operations so as to qualify as a "regulated investment company" for purposes of
the Internal Revenue Code of 1986, as amended (the "Code"), which will relieve
the Fund of any liability for federal income tax to the extent its earnings are
distributed to shareholders. See "Tax Status." To so qualify, among other
requirements, the Fund will limit its investments so that, at the close of each
quarter of the taxable year (i) at least 50% of the market value of the Fund's
total assets will be invested in cash, cash items, U.S. government securities
and other securities that are, for purposes of this requirement, limited in
respect of a single issuer to an amount not greater in market value than 5% of
the market value of its total assets and to not more than 10% of the outstanding
voting securities of a single issuer and (ii) not more than 25% of the market
value of the Fund's total assets will be invested in the securities (other than
U.S. government securities or the securities of other regulated investment
companies) of a single issuer or any two or more issuers that the Fund controls
and that are determined to be engaged in the same or similar trades or
businesses or related trades or businesses. Because the Fund, as a
non-diversified investment company, may invest in a smaller number of individual
issuers than a diversified investment

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<PAGE> 58

company, an investment in the Fund may, under certain circumstances, present
greater risk to an investor than an investment in a diversified company.

The Fund may invest up to 20% of its net total assets in lower grade debt
securities. Lower grade debt securities are securities rated BB or below by S&P,
Ba or below by Moody's, comparably rated by any other NRSRO or, if not rated by
any NRSRO, determined by the Adviser to be of comparable quality to income
securities so rated. Lower grade debt securities are commonly referred to as
"junk bonds" and are regarded by S&P and Moody's as predominately speculative
with respect to the capacity to pay interest or repay principal in accordance
with their terms. Lower grade debt securities involve a greater degree of credit
risk than investment grade debt securities. There is no minimum rating or
comparable quality standard imposed on the Fund's investments and the Fund may
purchase debt securities that are rated D and that are in default in the payment
of interest or repayment of principal. In S&P's view, the D rating category is
used when interest payments or principal payments are not made on the date due
even if an applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The 'D' rating also is used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

The Fund may invest in certain types of income securities that involve special
risks including, but not limited to, each of the following:

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Mortgage-backed securities are
securities that directly or indirectly represent a participation in, or are
secured by and payable from, mortgage loans secured by real property. Mortgage-
backed securities may be issued by the U.S. government or its agencies or by
private entities. The yield characteristics of mortgage-backed securities differ
from traditional debt securities. Interest and principal prepayments are made
more frequently, usually monthly, and principal may be prepaid at any time.
Mortgage-backed securities may decrease in value as a result of increases in
interest rates and may benefit less than other fixed income securities from
declining interest rates because of the risk of prepayment. Amounts available
for reinvestment by the Fund are likely to be greater during a period of
declining interest rates and, as a result, likely to be reinvested at lower
interest rates than during a period of rising interest rates. Asset-baked
securities have structural characteristics similar to mortgage-backed
securities, but have underlying assets such as automobile and credit card
receivables and home equity loans. In general, these types of loans are of
shorter average life than mortgage loans and are less likely to have substantial
prepayments.

STRIPPED INCOME SECURITIES. Stripped income securities are derivative
obligations representing an interest in all or a portion of the income or
principal components of an underlying or related security, a pool of securities
or other assets. In the most extreme case, one class will receive all of the
interest (the interest-only or "IO" class), while the other class will receive
all of the principal (the principal-only or "PO" class). The market values of
stripped income securities tend to be more volatile in response to changes in
interest rates than are conventional income securities. In the case of mortgage-
backed IOs, if the underlying assets experience greater than anticipated
prepayments of principal, the Fund may not fully recoup its initial investment.

FLOATING AND VARIABLE RATE INCOME SECURITIES. Income securities may provide
for floating or variable rate interest or dividend payments. The Fund may invest
in derivative floating and variable rate securities such as inverse floaters,
whose rates vary inversely with market rates of interest, or range floaters or
capped floaters, whose rates are subject to periodic or lifetime caps. Such
securities may also pay a rate of interest determined by applying a multiple to
the variable rate. The extent of increases and decreases in the value of
securities whose rates vary inversely with changes in market rates of interest
generally will be larger than comparable changes in the value of an equal
principal amount of a fixed rate security having similar credit quality,
redemption provisions and maturity.

BRADY BONDS. The Fund may invest in Brady Bonds and other sovereign debt of
countries that have restructured or are in the process of restructuring
sovereign debt pursuant to the Brady Plan. "Brady Bonds" are debt securities
issued under the framework of the Brady Plan, an initiative announced by former
U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor
nations to restructure their outstanding external commercial bank indebtedness.
Brady Bonds may also be issued in respect of new money being advanced by
existing lenders in connection with the debt restructuring. Certain Brady Bonds
have been collateralized as to principal due at maturity by U.S. Treasury zero
coupon bonds with a maturity equal to the final maturity of such Brady Bonds.
Brady Bonds have been issued only since 1989, and accordingly do not have a long
payment history. In light of the risk of Brady Bonds including, among other
factors, the history of defaults with respect to commercial bank loans by public
and private entities of countries issuing Brady Bonds, investments in Brady
Bonds are to be viewed as speculative.
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<PAGE> 59

STRUCTURED INVESTMENTS. The fund may invest a portion of its assets in
interests in entities organized and operated for the purpose of restructuring
the investment characteristics of other income securities. This type of
restructuring involves the deposit with or purchase by an entity of income
securities (such as mortgages, bank loans or Brady Bonds) and the issuance by
that entity of one or more classes of securities ("Structured Investments")
backed by, or representing interests in, the underlying instruments. The cash
flow on the underlying instruments may be apportioned among the newly issued
Structured Investments to create securities with different investment
characteristics such as varying maturities, payment priorities and interest rate
provisions.

DOMESTIC LOWER GRADE INCOME SECURITIES. Domestic lower grade income securities
are income securities of domestic issuers rated below investment grade or, if
not rated, determined by the Adviser to be of comparable quality to securities
rated below investment grade. Lower grade income securities commonly are
referred to as "junk bonds." Such securities are issued primarily by domestic
corporations. Investment in lower grade income securities involves certain
risks. See "Special Risk Considerations Regarding Lower Grade Debt Securities."

FOREIGN LOWER GRADE INCOME SECURITIES. Foreign lower grade income securities
are income securities issued by non-domestic issuers and rated below investment
grade or, if not rated, determined by the Adviser to be of comparable quality to
income securities rated below investment grade. Lower grade income securities
commonly are referred to as "junk bonds." Such securities may include income
securities issued or guaranteed by foreign governments or their agencies,
central banks of foreign countries and corporations or other business entities.
Investments in this sector may include interests or assignments in nonperforming
or restructured income securities. Issuers of foreign lower grade income
securities frequently will be located in emerging market countries, including
countries in Latin America, Eastern Europe, Africa and much of Asia. Investment
in emerging market countries involves significant risks. See "Special Risk
Considerations Regarding Lower Grade Debt Securities."

SPECIAL RISK CONSIDERATIONS REGARDING LOWER GRADE DEBT SECURITIES. Up to 20%
of the Fund's assets may be invested in lower grade securities, commonly
referred to as "junk bonds." Debt securities rated BB or below by S&P or below
Ba by Moody's are deemed by S&P and Moody's to be predominately speculative with
respect to the issuer's capacity to pay interest and repay principal and may
involve major risk exposure to adverse conditions. The lower grade debt
securities in which the Fund may invest may include securities having the lowest
ratings assigned by S&P or Moody's and, together with comparable unrated
securities, may include securities in default or that face the risk of default
with respect to the payment of principal or interest or that have filed for
bankruptcy protection. These securities are considered to have extremely poor
prospects of ever attaining any real investment standing. See the Statement of
Additional Information for a more complete description of S&P and Moody ratings.
Lower grade debt securities are especially subject to adverse changes in general
economic conditions, the industries in which the issuers are engaged, the
financial condition of the issuers and prevailing interest rates. Issuers of
lower grade debt securities are often highly leveraged and may not have
available to them more traditional methods of financing. During periods of
economic downturn or rising interest rates, highly leveraged issuers may
experience financial stress which could adversely affect their ability to make
payments of principal and interest and increase the possibility of default.
Lower grade debt securities are generally unsecured and are often subordinated
to other debt securities or the issuer. To the extent the Fund is required to
seek recovery upon a default in the payment of principal or interest on its
portfolio holdings, the Fund may incur additional expenses and, with respect to
foreign lower grade debt securities, may have limited legal recourse in the
event of a default. Lower grade debt securities frequently have call or buy-back
features which permit an issuer to call or repurchase the security prior to its
maturity. If an issuer exercises these provisions in a declining interest rate
environment, the Fund may have to reinvest in lower yielding securities,
resulting in a decrease in income earned by the Fund.

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<PAGE> 60

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INVESTMENT PRACTICES
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The Fund may engage in currency transactions in order to hedge the value of
currencies against fluctuations in relative value. Currency transactions include
forward currency contracts, exchange listed currency futures, exchange listed
and OTC options on currencies, and currency swaps. A forward currency contract
involves a privately negotiated obligation to purchase or sell (with delivery
generally required) a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. A currency swap is an agreement to
exchange cash flows based on the notional difference among two or more
currencies and operates similarly

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<PAGE> 61

to an interest rate swap. The Fund may enter into currency transactions with
persons rated A-1 or P-1 by S&P or Moody's, respectively, or that have an
equivalent rating from an NRSRO or (except for OTC options) are determined to be
of equivalent credit quality by the Adviser. The Fund's dealings in forward
currency contracts and other currency transactions such as futures, options,
options on futures and swaps will be limited to hedging involving either
specific transactions or portfolio positions. The Fund will not enter into a
transaction to hedge currency exposure to an extent greater, after netting all
transactions intended to wholly or partially offset other transactions, than the
aggregate market value (at the time of entering into the transaction) of the
securities held in its portfolio that are denominated or generally quoted in or
currently convertible into such currency other than with respect to proxy
hedging as described below.

The Fund may cross-hedge currencies by entering into transactions to purchase
or sell one or more currencies that are expected to decline in value relative to
other currencies to which the Fund has or in which the Fund expects to have
portfolio exposure. To attempt to reduce the effect of currency fluctuations on
the value of existing or anticipated holdings of portfolio securities, the Fund
also may engage in proxy hedging. Proxy hedging is often used when the currency
to which the Fund's portfolio is exposed is difficult to hedge or to hedge
against the dollar. Proxy hedging entails entering into a forward contract to
sell a currency whose changes in value are generally considered to be linked to
a currency or currencies in which some or all of the Fund's portfolio securities
are or are expected to be denominated, and to buy U.S. dollars. The amount of
the contract would not exceed the value of the Fund's securities denominated in
linked currencies. For example, if the Adviser considers the Austrian schilling
to be linked to the German deutschemark (the "D-mark"), the Fund holds
securities denominated in Austrian schillings and the Adviser believes that the
value of schillings will decline against the U.S. dollar, the Adviser may enter
into a contract to sell D-marks and buy dollars. Proxy hedging involves some of
the same risks and considerations as other transactions with similar
instruments. Currency transactions can result in losses to the Fund if the
currency being hedged fluctuates in value to a degree or in a direction that is
not anticipated. Further, there is the risk that the perceived linkage between
various currencies may not be present or may not be present during the
particular time that the Fund is engaging in proxy hedging. If the Fund enters
into a currency hedging transaction, the Fund will comply with the asset
segregation requirements described below.

Currency transactions are subject to some risks different from other
transactions. Because currency control is of great importance to the issuing
governments and influences economic planning and policy, purchases and sales of
currency and related instruments can be negatively affected by government
exchange controls, blockages, and manipulations or exchange restrictions imposed
by governments. These can result in losses to the Fund if it is unable to
deliver or receive currency or funds in settlement of obligations and could also
cause hedges it has entered into to be rendered useless, resulting in full
currency exposure as well as incurring transaction costs. Buyers and sellers of
currency futures are subject to the same risks that apply to the use of futures
generally. Further, settlement of a currency futures contract for the purchase
of most currencies must occur at a bank based in the issuing nation. Trading
options on currency futures is relatively new, and the ability to establish and
close out positions on such options is subject to the maintenance of a liquid
market which may not always be available. Currency exchange rates may fluctuate
based on factors extrinsic to that country's economy.

When conducted outside the United States, Strategic Transactions may not be
regulated as rigorously as in the United States, may not involve a clearing
mechanism and related guarantees, and are subject to the risk of governmental
actions affecting trading in, or the prices of, foreign securities, currencies
and other instruments. The value of such positions also could be adversely
affected by: (i) other complex foreign political, legal and economic factors,
(ii) lesser availability than in the United States of data on which to make
trading decisions, (iii) delays in the Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the United
States, (iv) the imposition of different exercise and settlement terms and
procedures and margin requirements than in the United States, and (v) lower
trading volume and liquidity.

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<PAGE> 62

Rule 144A under the Securities Act of 1933 that are determined to be liquid by
the Adviser under guidelines adopted by the Board of Trustees of the Trust
(under which guidelines the Adviser will consider factors such as trading
activities and the availability of price quotations) will not be treated as
illiquid securities by the Fund for purposes of the investment limitation set
forth above.

"WHEN ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The Fund may also purchase
and sell portfolio securities on a "when issued" and "delayed delivery" basis.
No income accrues to the Fund on securities in connection with such purchase
transactions prior to the date the Fund actually takes delivery of such
securities. These transactions are subject to market fluctuation; the value of
the securities at delivery may be more or less than their purchase price, and
yields generally available on comparable securities when delivery occurs may be
higher or lower than yields on the securities obtained pursuant to such
transactions. Because the Fund relies on the buyer or seller, as the case may
be, to consummate the transaction, failure by the other party to complete the
transaction may result in the Fund missing the opportunity of obtaining a price
or yield considered to be advantageous. When the Fund is the buyer in such a
transaction, however, it will maintain, in a segregated account with its
custodian, cash or liquid securities having an aggregate value equal to the
amount of such purchase commitments until payment is made. The Fund will make
commitments to purchase securities on such basis only with the intention of
actually acquiring these securities, but the Fund may sell such securities prior
to the settlement date if such sale is considered to be advisable. No specific
limitation exists as to the percentage of the Fund's assets which may be used to
acquire securities on a "when issued" or "delayed delivery" basis. To the extent
the Fund engages in "when issued" and "delayed delivery" transactions, it will
do so for the purpose of acquiring securities for the Fund's portfolio
consistent with the Fund's investment objective and policies and not for the
purposes of investment leverage.

LENDING OF PORTFOLIO HOLDINGS. The Fund has a fundamental policy which states
that the Fund may not make loans, except to the extent the obligations the Fund
may invest in are considered to be loans, through loans of portfolio securities
or the acquisition of securities subject to repurchase agreements. Consistent
therewith, the Fund may seek to increase its income by lending financial
instruments in its portfolio in accordance with present regulatory policies,
including those of the Board of Governors of the Federal Reserve System and the
SEC. Such loans may be made, without limit, to brokers, dealers, banks or other
recognized institutional borrowers of financial instruments and are required to
be secured continuously by collateral, including cash, cash equivalents or U.S.
Treasury bills maintained on a current basis at an amount at least equal to the
market value of the financial instruments loaned. The Fund would have the right
to call a loan and obtain the financial instruments loaned at any time on three
days' notice. For the duration of a loan, the Fund would continue to receive the
equivalent of the interest paid by the issuer on the financial instruments
loaned and also would receive compensation from the investment of the
collateral. The Fund would not have the right to vote any financial instruments
having voting rights during the existence of the loan, but the Fund could call
the loan in anticipation of an important vote to be taken among holders of the
financial instruments or in anticipation of the giving or withholding of their
consent on a material matter affecting the financial instruments. As with other
extensions of credit, risks of delay in recovery or even loss of rights in the
collateral exist should the borrower of the financial instruments fail
financially. However, the loans would be made only to firms deemed by the
Adviser to be of good standing and when, in the judgment of the Adviser, the
consideration which can be earned currently from loans of this type justifies
the attendant risk. The creditworthiness of firms to which the Fund lends its
portfolio holdings will be monitored on an ongoing basis by the Adviser pursuant
to procedures adopted and reviewed, on an ongoing basis, by the Board of
Trustees of the Trust. No specific limitation exists as to the percentage of the
Fund's assets which the Fund may lend.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
banks and broker-dealers under which the Fund purchases securities and agrees to
resell the securities at an agreed upon time and at an agreed upon price. Under
the 1940 Act, repurchase agreements may be considered collateralized loans by
the Fund, and the difference between the amount the Fund pays for the securities
and the amount it receives upon resale is accrued as interest and reflected in
the Fund's net income. When the Fund enters into repurchase agreements, it
relies on the seller to repurchase the securities. Failure to do so may result
in a loss for the Fund if the market value of the securities is less than the
repurchase price. At the time the Fund enters into a repurchase agreement, the
value of the underlying security including accrued interest will be equal to or
exceed the value of the repurchase agreement and, for repurchase agreements that
mature in more than one day, the seller will agree that the value of the
underlying security including accrued interest will continue to be at least
equal to the value of the repurchase agreement. In determining whether to enter
into a repurchase agreement with a bank or broker-dealer, the Fund will take
into account the creditworthiness of such party. In the event of default by such
party,

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<PAGE> 63

the Fund may not have a right to the underlying security and there may be
possible delays and expenses in liquidating the security purchased, resulting in
a decline in its value and loss of interest. The Fund will use repurchase
agreements as a means of making short-term investments, and may invest in
repurchase agreements of duration of seven days or less without limitation.
Repurchase agreements that mature in more than seven days are treated by the
Fund as illiquid securities and are subject to the Fund's limitation on
"illiquid" securities.

OTHER PRACTICES. The Fund has a fundamental policy which states that it may
not borrow money, except from banks for temporary purposes and then in amounts
not in excess of 5% of the total asset value of the Fund, or mortgage, pledge,
or hypothecate any assets except in connection with a borrowing and in amounts
not in excess of 10% of the total asset value of the Fund. Borrowings may not be
made for investment leverage, but only to enable the Fund to satisfy redemption
requests where liquidation of portfolio securities is considered disadvantageous
or inconvenient. In this connection, the Fund will not purchase portfolio
securities during any period that such borrowings, including the Fund's
commitments pursuant to reverse repurchase agreements, exceed 5% of the total
asset value of the Fund (after giving effect to the amount borrowed).
Notwithstanding this policy, the Fund may enter into when issued and delayed
delivery transactions as described in this Prospectus.

PORTFOLIO TURNOVER. The Fund may engage in active short-term trading to
benefit from yield disparities among different issuers of securities, to seek
short-term profits during periods of fluctuating interest rates, or for other
reasons. Such trading will increase the Fund's rate of turnover and the
incidence of short-term capital gain taxable as ordinary income. Management
anticipates that the annual portfolio turnover in the Fund may be in excess of
200%. Portfolio turnover is calculated by dividing the lesser of purchases or
sales of portfolio securities by the monthly average value of the securities in
the portfolio during the year. Securities, including options, whose maturity or
expiration date at the time of acquisition were one year or less are excluded
from such calculation. A high rate of portfolio turnover (100% or more) involves
correspondingly greater expenses than a lower rate, which expenses must be borne
by the Fund and its shareholders. High portfolio turnover also may result in the
realization of substantial net short-term capital gains.The Fund's annual
portfolio turnover rate is shown in the table of "Financial Highlights."

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION. The Adviser is responsible
for decisions to buy and sell securities for the Fund, the selection of brokers
and dealers to effect the transactions and the negotiation of prices and any
brokerage commissions. The U.S. securities in which the Fund invests are traded
principally in the over-the-counter market. In the over-the-counter market,
securities generally are traded on a net basis with dealers acting as principal
for their own accounts without a stated commission, although the price of the
security usually includes a mark-up to the dealer. Securities purchased in
underwritten offerings generally include, in the price, a fixed amount of
compensation for the managers, underwriters and dealers. The Fund may also
purchase certain money market instruments directly from an issuer, in which case
no commissions or discounts are paid. Purchases and sales of bonds on a stock
exchange are effected through brokers who charge a commission for their
services.

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<PAGE> 64

difficulty in executing the order, and the best net price. There are many
instances when, in the judgment of the Adviser, more than one firm can offer
comparable execution services. In selecting among such firms, consideration may
be given to those firms which supply research and other services in addition to
execution services. However, it is not the policy of the Adviser, absent special
circumstances, to pay higher commissions to a firm because it has supplied such
services. 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 brokerage firms participating in the distribution of the
Fund's shares if it reasonably believes that the quality of execution and the
commission are comparable to that available from other qualified firms. See
"Portfolio Transactions and Brokerage Allocation" in the Statement of Additional
Information for more information.

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INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

THE ADVISER. Van Kampen Investment Advisory Corp. (the "Adviser") is the
investment adviser for the Fund. 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 $50
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 sponsor of the funds mentioned
above, is 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.

ADVISORY AGREEMENT. The business and affairs of the Fund are managed under the
direction of the Board of Trustees of the Trust, of which the Fund is a separate
series. Subject to the Trustees' authority, the Adviser and the officers of the
Fund supervise and implement the Fund's investment activities and are
responsible for overall management of the Fund's business affairs. The Fund pays
the Adviser a fee computed based on an annual rate of 0.55% applied to the
average daily net assets of the Fund.

Under its investment advisory agreement, the Fund has agreed to assume and pay
the charges and expenses of the Fund's operations, including the compensation of
the Trustees of the Trust (other than those who are affiliated persons, as
defined in the 1940 Act, of the Adviser, the Distributor or Van Kampen), the
charges and expenses of independent accountants, legal counsel, transfer agent
(Van Kampen Investor Services Inc. ("Investor Services"), a wholly-owned
subsidiary of Van Kampen) or dividend disbursing agent and the custodian
(including fees for safekeeping of securities), costs of calculating net asset
value, costs of acquiring and disposing of portfolio securities, interest (if
any) on obligations incurred by the Fund, costs of share certificates,
membership dues in the Investment Company Institute or any similar organization,
reports and notices to shareholders, costs of registering shares of the Fund
under federal and state securities laws, miscellaneous expenses and all taxes
and fees to federal, state or other governmental agencies. The Adviser reserves
the right in its sole discretion from time to time to waive all or a portion of
its management fee or to reimburse the Fund for all or a portion of its other
expenses.

The Adviser may utilize at its own expense credit analysis, research and
trading support services provided by its affiliate, Van Kampen Asset Management
Inc.

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<PAGE> 65

PORTFOLIO MANAGEMENT. Thomas J. Slefinger, First Vice President of the
Adviser, has been primarily responsible for the day to day management of the
Fund's portfolio since the Fund's commencement of investment operations. Mr.
Slefinger has been employed by the Adviser since July 1989.

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ALTERNATIVE SALES ARRANGEMENTS
- --------------------------------------------------------------------------------

The Fund offers three classes of shares, designated Class A Shares, Class B
Shares and Class C Shares. Shares of each class are offered at a price equal to
their net asset value per share plus a sales charge which, at the election of
the purchaser, may be imposed (a) at the time of purchase (Class A Share
accounts under $1 million) or (b) on a contingent deferred basis (Class A Share
accounts over $1 million, Class B Shares and Class C Shares). Shares purchased
subject to a contingent deferred sales charge (a "CDSC") sometimes are referred
to herein collectively as "Contingent Deferred Sales Charge Shares" or "CDSC
Shares."

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<PAGE> 66

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PURCHASE OF SHARES
- --------------------------------------------------------------------------------

The Fund offers three classes of shares to the public through Van Kampen Funds
Inc. (the "Distributor"), as principal underwriter, which is located at One
Parkview Plaza, Oakbrook Terrace, Illinois 60181. Shares are also offered
through members of the National Association of Securities Dealers, Inc. ("NASD")
acting as securities dealers ("dealers") and NASD members acting as brokers for
investors ("brokers") or eligible non-NASD members acting as agents for
investors ("financial intermediaries"). The Fund reserves the right to suspend
or terminate the continuous public offering of its shares at any time and
without prior notice.

The Fund's shares are offered at net asset value per share next computed after
an investor places an order to purchase directly with the investor's broker,
dealer or financial intermediary or with the Distributor, plus any applicable
sales charge. It is the responsibility of the investor's broker, dealer or
financial intermediary to transmit the order to the Distributor. Because the
Fund generally will determine net asset value once each business day as of the
close of business, purchase orders placed through an investor's broker, dealer
or financial intermediary must be transmitted to the Distributor by such broker,
dealer or financial intermediary prior to such time in order for the investor's
order to be fulfilled on the basis of the net asset value to be determined that
day. Any change in the purchase price due to the failure of the Distributor to
receive a purchase order prior to such time must be settled between the investor
and the broker, dealer or financial intermediary submitting the order.

The Distributor may from time to time implement programs under which a broker,
dealer or financial intermediary's sales force may be eligible to win nominal
awards for certain sales efforts or under which the Distributor will reallow to
any broker, dealer or financial intermediary 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
broker, dealer or financial intermediary 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 it, pay fees to, and sponsor business seminars
for, qualifying brokers, dealers or financial intermediaries 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 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. Such payments to brokers, dealers and financial intermediaries for
sales contests, other sales programs and seminars are made by the Distributor
out of its own assets and not out of assets of the Fund. 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 the Fund will receive from such sale.

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<PAGE> 67

CLASS A SHARES

The public offering price of Class A Shares is equal to the net asset value
per share plus an initial sales charge which is a variable percentage of the
offering price depending upon the amount of the sale. The table below shows
total sales charges and dealer concessions reallowed to dealers and agency
commissions paid to brokers with respect to sales of Class A Shares. The sales
charge is allocated between the investor's broker, dealer or financial
intermediary and the Distributor. As indicated previously, at the discretion of
the Distributor, the entire sales charge may be reallowed to such broker, dealer
or financial intermediary. The staff of the SEC has taken the position that
brokers, dealers or financial intermediaries who receive 90% or more of the
sales charge may be deemed to be "underwriters" as that term is defined in the
Securities Act of 1933, as amended.

SALES CHARGE TABLE

<TABLE>
<CAPTION>
DEALER
CONCESSION
OR AGENCY
TOTAL SALES CHARGE COMMISSION
------------------------- -----------
PERCENTAGE PERCENTAGE PERCENTAGE
SIZE OF TRANSACTION OF OFFERING OF NET OF OFFERING
AT OFFERING PRICE PRICE ASSET VALUE PRICE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000........................................... 3.25% 3.36% 3.00%
$25,000 but less than $250,000.............................. 2.75 2.83 2.50
$250,000 but less than $500,000............................. 1.75 1.78 1.50
$500,000 but less than $1,000,000........................... 1.50 1.52 1.25
$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 by the Distributor to brokers, dealers or financial
intermediaries who initiate and are responsible for purchases of $1 million
or more. See "Purchase of Shares -- Deferred Sales Charge Alternatives."

QUANTITY DISCOUNTS

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<PAGE> 68

OTHER PURCHASE PROGRAMS

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, 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 broker, dealer or
financial intermediary, if any, through which such participation in the
qualifying program was initiated 0.50% of the offering price as a dealer
concession or agency commission. Persons desiring more information with respect
to this program, including the applicable terms and conditions thereof, should
contact their broker, dealer, financial intermediary or the Distributor.

(1) Current or retired trustees or directors of funds advised by the Adviser
or Van Kampen Asset Management Inc. and such persons' families and their
beneficial accounts.

23
<PAGE> 69

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.

(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 plan or retirement
account other than distributions taken to correct an excess contribution.

(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 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 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 served as custodian will not be
eligible for net asset value purchases based on the aggregate investment
made by the plan or the number of eligible employees, except under certain
uniform criteria established by the Distributor from time to time. Prior
to February 1, 1997, a commission will be paid to authorized dealers who
initiate and are responsible for such purchases within a rolling
twelve-month period as follows: 1.00% on sales to $5 million, plus 0.50%
on the next $5 million and 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 and 0.25% on the excess over $50
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.

24
<PAGE> 70

Purchase orders made pursuant to clause (4) may be placed either through
authorized brokers, dealers or financial intermediaries as described above or
directly with Investor Services, 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 broker, dealer or financial intermediary 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. The
brokers, dealers or financial intermediaries 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.

DEFERRED SALES CHARGE ALTERNATIVES

Investors choosing the deferred sales charge alternative may purchase Class A
Shares in an amount of $1 million or more, Class B Shares and Class C Shares.
The public offering price of a CDSC Share is equal to the net asset value per
share without the imposition of a sales charge at the time of purchase. CDSC
Shares are sold without an initial sales charge so that the Fund may invest the
full amount of the investor's purchase payment.

CDSC Shares redeemed within a specified period of time generally will be
subject to a CDSC at the rates set forth below charged as a percentage of the
dollar amount subject thereto. The amount of the CDSC will vary depending on (i)
the class of CDSC Shares to which such shares belong and (ii) the number of
years from the time of payment for the purchase of the CDSC Shares until the
time of their redemption. The charge will be assessed on an amount equal to the
lesser of the then current market value or the original purchase price of the
CDSC Shares being redeemed. Accordingly, no sales charge will be imposed on
increases in net asset value above the initial purchase price. In addition, no
CDSC will be assessed on CDSC Shares derived from reinvestment of dividends or
capital gains distributions. Solely for purposes of determining the number of
years from the time of any payment for the purchase of CDSC Shares, all payments
during a month will be aggregated and deemed to have been made on the last day
of the month. The CDSC schedule and holding period applicable to any CDSC Share
acquired through an exchange privilege is determined by reference to the
Participating Fund from which such share was originally purchased.

To provide an example, assume an investor purchased 100 Class B 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 Class B Shares upon dividend reinvestment. If at such time the
investor makes his 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 will be charged at a rate of 2.00% (the
applicable rate in the second year after purchase).

Proceeds from the CDSC and the distribution fee applicable to a class of CDSC
Shares are paid to the Distributor and are used by the Distributor to defray its
expenses related to providing distribution related services to the Fund in
connection with the sale of shares of such class of CDSC Shares, such as the
payment of compensation to selected dealers and agents for selling such shares.
The combination of the CDSC and the distribution fee facilitates the ability of
the Fund to sell such CDSC Shares without a sales charge being deducted at the
time of purchase. A commission or transaction fee will generally be paid by the
Distributor at the time of purchase out of the Distributor's own assets (and not
out of the Fund's assets) to brokers, dealers and financial intermediaries
participating in the continuous public offering of the CDSC Shares at a
percentage rate of the dollar value of the CDSC Shares purchased from the Fund
by such brokers, dealers and financial intermediaries, which percentage rate is
equal to (i) with respect to Class A Shares, 1.00% on sales to $2 million, plus
0.80% on the next $1 million and 0.50% on the excess over $3 million; (ii) 3.00%
with respect to Class B Shares and (iii) 1.00% with respect to Class C Shares.
Such compensation will not change the price an investor will pay for CDSC Shares
or the amount that the Fund will receive from such sale. Brokers, dealers and
financial intermediaries also will be

25
<PAGE> 71

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

CLASS B SHARES. Class B Shares redeemed within three years of purchase
generally will be subject to a CDSC at the rates set forth below, charged as a
percentage of the dollar amount subject thereto:

The CDSC generally is waived on redemptions of Class B Shares made pursuant to
the Systematic Withdrawal Plan. See "Shareholder Services -- Systematic
Withdrawal Plan".

CLASS C SHARES. Class C Shares redeemed within the first 12-months of purchase
generally will be subject to a CDSC of 1.00% of the dollar amount subject
thereto. Class C Shares redeemed thereafter will not be subject to a CDSC.

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 fees and transfer agency costs with respect to such
shares does not result in the Fund's dividends or distributions constituting
"preferential dividends" under the Code and (ii) the conversion of such 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.

NET ASSET VALUE

26
<PAGE> 72

orders are received, or there is not a sufficient degree of trading in the
Fund's portfolio securities such that the Fund's net asset value per share might
be materially affected. The Fund reserves the right to calculate the net asset
value and to adjust the public offering price based thereon more frequently than
once a day if deemed desirable. The net asset value per share of the different
classes of shares are expected to be substantially the same; from time to time,
however, the per share net asset value of the different classes of shares may
differ.

Securities and other portfolio investments traded in the OTC or interbank
market are valued at the last available bid price or yield equivalents obtained
from one or more dealers in the OTC or interbank market prior to the time of
valuation. When the Fund writes a call option, the amount of the premium
received is recorded on the books of the Fund as an asset and an equivalent
liability. The amount of the liability is subsequently valued to reflect the
current market value of the option written, based on the last asked price in the
case of exchange-traded options or, in the case of options traded in the OTC
market, the average of the last asked price as obtained from one or more
dealers. Options purchased by the Fund are valued at their last bid price in the
case of exchange-traded options or in the case of options traded in the OTC
market, the average of the last bid price as obtained from two or more dealers.
Portfolio securities which are traded on stock exchanges are valued at the last
sale price on the principal market on which such securities are traded, as of
the close of business on the day the securities are being valued or, lacking any
sales, at the last available bid price. Short-term securities with maturities of
less than 60 days are valued at amortized cost when amortized cost is determined
in good faith by or under the direction of the Board of Trustees of the Trust to
be representative of the fair value at which it is expected such securities may
be resold. Other investments, including futures contracts and related options,
are stated at market value or otherwise at the fair value at which it is
expected they may be resold, as determined in good faith by or under the
direction of the Board of Trustees of the Trust, of which the Fund is a series.
Any assets or liabilities expressed in terms of foreign currencies are
translated into United States dollars at the prevailing market rates as obtained
from one or more dealers.

Securities and assets for which market quotations are not readily available
are valued at fair value as determined in good faith by or under the direction
of the Trustees of the Trust. Such valuations and procedures will be reviewed
periodically by the Trustees.

- --------------------------------------------------------------------------------
SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

27
<PAGE> 73

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) 341-2911 ((800) 421-2833 for the hearing
impaired), elect to have all dividends and other distributions paid on a class
of shares of the Fund invested into shares of the same class of a 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 type of retirement plan (e.g., IRA, 403(b)(7), 401(k) or Keogh) and for
the benefit of the same individual. If the 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 per share 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 value per
share of each fund after requesting the exchange without any sales charge,
subject to certain limitations. Shares of the Fund may be exchanged for shares
of any Participating Fund only if shares of the Participating Fund are available
for sale; however, during periods of suspensions of sales, shares of a
Participating Fund may be available for sale only to existing shareholders of
the Participating Fund. Shareholders seeking an exchange with a Participating
Fund should obtain and read the current prospectus for such fund.

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

When Class B Shares and Class C Shares are exchanged among Participating
Funds, the holding period for purposes of computing the CDSC is based upon the
date of the initial purchase of such shares from a Participating Fund. If such
Class B or Class C shares are redeemed and not exchanged for shares of another
Participating Fund, such Class B Shares and Class C Shares are subject to the
CDSC schedule imposed by the Participating Fund from which such shares were
originally purchased.

28
<PAGE> 74

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 options) and broker,
dealer or financial intermediary 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, 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.

29
<PAGE> 75

terminated or suspended at any time by the Fund or State Street 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.

INTERNET TRANSACTIONS. In addition to performing transactions on your account
through written instruction or by telephone, you may also perform certain
transactions through the internet. Please refer to our web site at
www.vankampen.com for further instruction. 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
- --------------------------------------------------------------------------------

30
<PAGE> 76

calling the dealer with the sell order. Payment for shares redeemed (less any
sales charge, if applicable) will ordinarily be made by check mailed within
three business days to the dealer.

TELEPHONE REDEMPTION REQUESTS. The Fund permits redemption of shares by
telephone and for redemption proceeds to be sent to the address of record for
the account or to the bank account of record as described below. To establish
such privilege, a shareholder must complete the appropriate section of the
application accompanying this Prospectus or call the Fund at (800) 341-2911
((800) 421-2833 for the hearing impaired) 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. Telephone
redemptions may not be available if the shareholder cannot reach Investor
Services by telephone, whether because all telephone lines are busy or for any
other reason; in such case, a shareholder would have to use the Fund's other
redemption procedures previously described. Requests received by Investor
Services prior to 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 or accounts with
shares represented by certificates. If an account has multiple owners, Investor
Services may rely on the instructions of any one owner.

In cases of death or disability, the CDSC on Class B Shares and Class C Shares
will be waived where the decedent disabled person is either an individual
shareholder or owns the shares as a joint tenant with right of survivorship or
is the beneficial owner of a custodial or fiduciary account, and where the
redemption is made within one year of the death or 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 death or the initial determination of disability.

Shares who have 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 per share (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 per share is also offered to participants in
those eligible retirement plans held or administered by Van Kampen Trust Company
for repayment of principal (and interest) on their borrowings on such plans.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS
- --------------------------------------------------------------------------------

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 connection with the distribution of Class B 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 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 the 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.

32
<PAGE> 78

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 CDSC Share may be greater or less than the
amount of the initial commission (including carrying cost) paid by the
Distributor with respect to such CDSC Share. In such circumstances, a
shareholder of such CDSC Share may be deemed to incur expenses attributable to
other shareholders of such class. As of June 30, 1998, there were $7,521,612 and
$620 of unreimbursed distribution-related expenses with respect to Class B
Shares and Class C Shares respectively, representing 19.05% and 0.01% 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 CDSC.

- --------------------------------------------------------------------------------
DISTRIBUTIONS FROM THE FUND
- --------------------------------------------------------------------------------

The Fund's present policy, which may be changed at any time by the Board of
Trustees, is to declare daily and pay monthly distributions of all or a portion
of net investment income of the Fund attributable to each class of shares. Net
investment income consists of all interest income, dividends, other ordinary
income earned by the Fund on its portfolio assets and net short-term capital
gains, less all expenses of the Fund attributable to the class of shares in
question. Expenses of the Fund are accrued each day. Net realized long-term
capital gains, if any, are expected to be distributed, to the extent permitted
by applicable law, to shareholders at least annually. Distributions cannot be
assured, and the amount of each monthly distribution may vary.

Distribution checks may be sent to parties other than the shareholder in whose
name the account is registered. Shareholders wishing to utilize this service
should complete the appropriate section of the account application accompanying
this Prospectus or available from Van Kampen Funds, c/o Van Kampen Investor
Services Inc., P.O. Box 418256, Kansas City, MO 64141-9256. After Investor
Services receives this completed form, distribution checks will be sent to the
bank or other person so designated by such shareholder.

PURCHASE OF ADDITIONAL SHARES WITH DISTRIBUTIONS. The Fund automatically will
credit monthly distributions and any annual net long-term capital gain
distributions to a shareholder's account in additional shares of the same class
valued at net asset value per share, without a sales charge. Unless a
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. See "Shareholder
Services -- Reinvestment Plan."

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<PAGE> 79

- --------------------------------------------------------------------------------
TAX STATUS
- --------------------------------------------------------------------------------

TAXATION OF THE FUND

The Fund has elected and qualified, and intends to continue to qualify each
year, to be treated as a regulated investment company under Subchapter M of the
Code. To qualify as a regulated investment company, the Fund must comply with
certain requirements of the Code relating to, among other things, the source of
its income and the diversification of its assets. Included among such
requirements is the requirement that the Fund must derive at least 90% of its
gross income from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of stocks, securities or foreign
currencies or other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stocks, securities or currencies. For purposes of this requirement, the
Treasury Department is authorized to issue (but has not yet issued) regulations
excluding from qualifying income foreign currency gains that are not directly
related to a regulated investment company's principal business of investing in
stocks or securities (or options and futures with respect to stocks or
securities). The Fund expects that all of its foreign currency gains will be
directly related to its principal business of investing in securities.

If the Fund qualifies as a regulated investment company and distributes to its
shareholders at least 90% of its net investment income (which includes
tax-exempt income and net short-term capital gains, but not net capital gains,
which are the excess of net long-term capital gains over net short-term capital
losses) in each year, 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 its shareholders.

In order to avoid a 4% excise tax the Fund will be required to distribute, by
December 31st of each year, at least an amount equal to the sum of (i) 98% of
its ordinary income for such year and (ii) 98% of its capital gains net income
(the latter of which is computed on the basis of the one-year period ending on
October 31st of such year), together with any amounts that were not distributed
in previous taxable years. For purposes of the excise tax, any ordinary income
or capital gains 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 satisfy the 90% distribution requirement or otherwise
failed to qualify as a regulated investment company in any taxable year, the
Fund would be taxed as an ordinary corporation on all of 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
would be required to distribute to shareholders its earnings and profits
attributable to non-regulated investment company years (less any interest charge
described below) and may be required to pay an interest charge on 50% of such
amount. 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 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, including those involving certain
risk management transactions and foreign currency transactions, may be subject
to special provisions of the Code that, among other things, 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 the amounts necessary to
satisfy the distribution requirements for avoiding federal 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.

DISTRIBUTIONS

Distributions of the Fund's net investment income are taxable to shareholders
as ordinary income, to the extent of the Fund's earnings and profits, whether
paid in cash or reinvested in additional shares. Distributions of the Fund's net
capital gains ("capital gain dividends"), if any, are taxable to a shareholder
as long-term capital gains regardless of the length of time the shares have been
held by such holder. Distributions in excess of the Fund's earnings and profits
will first reduce

34
<PAGE> 80

the adjusted tax basis of the shares held by the shareholders and, after such
adjusted tax basis is reduced to zero, will constitute capital gains to such
shareholders (assuming such shares are held as a capital asset). For a summary
of the tax rates applicable to capital gains (including capital gain dividends),
see "Capital Gains Rates" below.

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 a month and paid during January of the
following year, will be treated as having been distributed by the Fund and
received by the shareholders on the December 31st prior to the date of payment.
In addition, certain other distributions made after the close of a taxable year
of the Fund may be "spilled back" and treated as having been 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 is actually made.

The Fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year. Distributions from
the Fund generally will not be eligible for the dividends received deduction for
corporations. 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 Fund is required, in certain circumstances, to withhold 31% of taxable
dividends and certain other payments, including redemptions, paid to
shareholders who do not furnish to the Fund their correct taxpayer
identification number (in the case of individuals, their social security number)
and certain required certifications, or who are otherwise subject to backup
withholding. Foreign shareholders, including shareholders who are nonresident
aliens, may be subject to U.S. withholding tax on certain distributions (whether
received in cash or shares) at a rate of 30% or such lower rate as prescribed by
an applicable income tax treaty.

FOREIGN TAXES

It is expected that a portion of the interest earned by the Fund from non-U.S.
issuers and in certain circumstances gains realized by the Fund will be subject
to foreign withholding taxes. The tax rate to which such interest and gains will
be subject will vary depending on the country or countries having taxing
jurisdiction over a particular non-U.S. issuer and may be affected by the
existence of an income tax treaty with the United States. If more than 50% of
the value of the Fund's total assets at the close of any taxable year consists
of stocks or securities of "foreign corporations," the Fund may elect and
currently intends to elect, for United States federal income tax purposes, to
treat any foreign taxes paid by the Fund that can be treated as foreign income
taxes under United States federal income tax principles as paid by its
shareholders. The Fund expects that it will be able to treat some, but not
necessarily all, of the foreign taxes it will have to pay as foreign income
taxes for United States federal income tax purposes. In addition, the Fund
currently intends to treat investments in securities that are issued by, or that
are treated under relevant United States federal income tax principles as issued
by, foreign governments as not constituting securities of "foreign corporations"
for purposes of meeting the 50% test described above. Accordingly, the Fund may
not qualify for this election in all of its taxable years. For any year that the
Fund so qualifies and makes such an election, the amount of foreign taxes paid
by the Fund that can be treated as foreign income taxes for United States
federal income tax purposes would be included in the income of its shareholders
(in addition to other taxable dividends received) and (subject to certain
limitations) shareholders would be entitled to credit their portions of these
amounts against their United States federal income tax due, if any, or to deduct
their portions from their respective pro rata United States taxable income, if
any. A shareholder who does not itemize deductions may not claim a deduction for
foreign taxes. The Fund will notify each shareholder within 60 days after the
close of the Fund's taxable year as to whether the foreign income taxes paid by
the Fund will qualify for "pass-through" treatment for that year and, if so,
such notification will designate (i) each shareholder's pro rata portion of the
foreign income taxes paid and (ii) the portion of distributions that represents
income derived from foreign sources.

Generally, a foreign tax credit is subject to the limitation that it may not
exceed the shareholder's United States tax (before the credit) attributable to
the shareholder's total taxable income from foreign sources. For this purpose,
the shareholder's proportionate share of dividends paid by the Fund that
represent income derived from foreign sources will be treated as foreign source
income. The Fund's gains and losses from the sale of securities and certain
currency gains and losses generally will be treated as derived from United
States sources. The limitation on the foreign tax credit applies separately to
specific categories of foreign source income, including "passive income," a
category that includes the portion

35
<PAGE> 81

of dividends received from the Fund that qualifies as foreign source income. The
foregoing limitation may prevent a shareholder from claiming a credit for the
full amount of his proportionate share of the foreign income taxes paid by the
Fund.

SALE OF SHARES

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

CAPITAL GAINS RATES

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

GENERAL

- --------------------------------------------------------------------------------
FUND PERFORMANCE
- --------------------------------------------------------------------------------

From time to time advertisements and other sales materials for the Fund may
include information concerning the historical performance of the Fund. Any such
information will include the average total return of the Fund calculated on a
compounded basis for specified periods of time. 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. In lieu of or in addition to total return and
yield calculations, such information may include performance rankings and
similar information from independent organizations such as Lipper Analytical
Services, Inc. or nationally recognized financial publications. In addition,
from time to time the Fund may compare its performance to certain securities and
unmanaged indices which may have different risk or reward characteristics than
the Fund. Such characteristics may include, but are not limited to, tax
features, guarantees, insurance and the fluctuation of principal or return. In
addition, from time to time sales materials and advertisements for the Fund may
include hypothetical information.

The Fund's yield quotation is determined on a monthly basis with respect to
the immediately preceding 30 day period, and is computed by dividing the Fund's
net investment income per share of a given class earned during such period by
the Fund's maximum offering price (including, with respect to the Class A
Shares, the maximum initial sales charge) per share of such class on the last
day of such period. The Fund's net investment income per share is determined by
taking the interest attributable to a given class of shares earned by the Fund
during the period, subtracting the expenses attributable to such class of shares
accrued for the period (net of any reimbursements), and dividing the result by
the average daily number of the shares of such class outstanding during the
period that were entitled to receive dividends. The yield calculation formula
assumes net investment income is earned and reinvested at a constant rate and
annualized at the end of a six month period. Yield will be computed separately
for each class of the Fund's shares. Yield quotations do not reflect the
imposition of a CDSC, and if any such CDSC imposed at the time of redemption
were reflected, it would reduce the performance quoted.

36
<PAGE> 82

The Fund calculates average compounded total return by determining the
redemption value (less any applicable CDSC) at the end of specified periods
(after adding back all dividends and other distributions made during the period)
of a $1,000 investment in a given class of shares of the Fund (less the maximum
initial sales charge, if any) at the beginning of the period, annualizing the
increase or decrease over the specified period with respect to such initial
investment and expressing the result as a percentage. Average compounded total
return will be computed separately for each class of shares.

Total return figures utilized by the Fund are based on historical performance
and are not intended to indicate future performance. Total return and net asset
value per share of a given class can be expected to fluctuate over time, and
accordingly upon redemption a shareholder's shares may be worth more or less
than their original cost.

The Fund may, in supplemental sales literature, advertise non-standardized
total return figures representing the cumulative, non-annualized total return of
each class of shares of the Fund from a given date to a subsequent given date.
Cumulative total return is calculated by measuring the value of an initial
investment in a given class of shares of the Fund at a given time, deducting the
maximum initial sales charge, if any, determining the value of all subsequent
reinvested distributions, and dividing the net change in the value of the
investment as of the end of the period by the amount of the initial investment
and expressing the result as a percentage. Non-standardized total return will be
calculated separately for each class of shares. Non-standardized total return
calculations do not reflect the imposition of a CDSC, and if any such CDSC with
respect to the CDSC Shares imposed at the time of redemption were reflected, it
would reduce the performance quoted.

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. It 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.

Further information about the Fund's performance is contained in the Fund's
Annual Report, Semi-Annual Report, and Statement of Additional Information, each
of which can be obtained without charge by calling (800) 421-5666 ((800)
421-2833 for the hearing impaired).

- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF THE FUND
- --------------------------------------------------------------------------------

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, designated Class A Shares, Class B
Shares and Class C Shares. The Fund is permitted to issue an unlimited number of
classes of shares. Other classes of shares may be established from time to time
in accordance with provisions of the Fund's Declaration of Trust.

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 discussed 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 pro rata portion of all of the Fund's
net assets after all debts and expenses of the Fund have been paid. Since Class
B Shares and Class C Shares pay higher distribution expenses, the liquidation
proceeds to holders of Class B Shares and Class C Shares are likely to be lower
than to holders of Class A Shares.

37
<PAGE> 83

assist such holders in communicating with other shareholders of the Fund to the
extent required by the 1940 Act. More detailed information concerning the Trust
is set forth in the Statement of Additional Information.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

38
<PAGE> 84

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) 341-2911.

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 SHORT-TERM

GLOBAL INCOME FUND
One Parkview Plaza
Oakbrook Terrace, IL 60181

Investment Adviser

VAN KAMPEN INVESTMENT

ADVISORY CORP.
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 Short-Term

Global Income Fund

Custodian
STATE STREET BANK AND
TRUST COMPANY
225 West Franklin Street, P.O. Box 1713
Boston, MA 02105-1713

Attn: Van Kampen Short-Term

Global Income Fund

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

Independent Accountants
KPMG PEAT MARWICK LLP
Peat Marwick Plaza
303 East Wacker Drive
Chicago, IL 60601
<PAGE> 85

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

SHORT-TERM GLOBAL
INCOME FUND

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

P R O S P E C T U S

OCTOBER 28, 1998

VAN KAMPEN FUNDS LOGO

STGI PRO 10/98

<PAGE> 86

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

VAN KAMPEN STRATEGIC INCOME FUND

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

Van Kampen Strategic Income Fund (the "Fund") is a non-diversified, open-end
management investment company, commonly known as a mutual fund. The Fund's
primary investment objective is to seek to provide its shareholders with high
current income. The Fund has a secondary investment objective of seeking capital
appreciation. The Fund seeks to achieve its investment objectives by investing
primarily in a portfolio of income securities selected by Van Kampen Investment
Advisory Corp., the Fund's investment adviser (the "Adviser"), from the
following market sectors: U.S. government securities; domestic investment grade
income securities; domestic lower grade income securities; foreign investment
grade income securities; and foreign lower grade income securities. The Adviser
will allocate the Fund's investments among these market sectors based on its
evaluation of the relative investment opportunities and investment risks
presented by such sectors from time to time. Under normal market conditions, at
least 65% of the Fund's total assets will be invested in U.S. dollar-denominated
income securities and at least 40% of the Fund's total assets will be invested
in U.S. government securities and investment grade rated income securities. The
Fund is organized as a separate series of Van Kampen Trust (the "Trust").

A substantial portion of the Fund's assets may be invested in lower grade
income securities, including securities of issuers in emerging market countries
and securities rated in the lowest rating category. Investment in lower grade
income securities involves significant risks. Lower grade securities commonly
are referred to as "junk bonds." The Fund borrows money for investment purposes
which will create the opportunity for increased return but also involves special
risks. The Fund is allowed to invest in derivative mortgage-backed securities,
as described in "Investment Objectives and Policies--Portfolio
Securities--Mortgage-Backed and Asset-Backed Securities," without limitation. In
addition, the Fund may invest up to 20% of total assets in defaulted bank loans.
The Fund is designed for investors willing to assume additional risk in return
for the potential for high current income and capital appreciation. There can be
no assurance that the Fund will achieve its investment objectives. See
"Investment Objectives and Policies--Special Risk Factors" and "Investment
Practices--Use of Leverage."

This Prospectus sets forth 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) 341-2911.

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

A Statement of Additional Information, dated October 28, 1998, containing
additional information about the Fund is hereby incorporated by reference in its
entirety into this Prospectus. A copy of the Fund's Statement of Additional
Information may be obtained without charge by calling (800) 341-2911 or for
Telecommunications Device for the Deaf at (800) 421-2833. The Statement of
Additional Information has been filed with the Securities and Exchange
Commission (the "SEC") and is available along with other related materials at
the SEC's internet web site (http: //www.sec.gov).

[VAN KAMPEN FUNDS LOGO]

THIS PROSPECTUS IS DATED OCTOBER 28, 1998.

<PAGE> 87

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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 3
Shareholder Transaction Expenses............................ 4
Annual Fund Operating Expenses and Example.................. 5
Financial Highlights........................................ 6
The Fund.................................................... 8
Investment Objectives and Policies.......................... 8
Investment Practices........................................ 14
Investment Advisory Services................................ 18
Alternative Sales Arrangements.............................. 19
Purchase of Shares.......................................... 20
Shareholder Services........................................ 26
Redemption of Shares........................................ 28
Distribution and Service Plans.............................. 30
Distributions from the Fund................................. 31
Tax Status.................................................. 32
Fund Performance............................................ 33
Description of Shares of the Fund........................... 34
Additional Information...................................... 34
</TABLE>

NO DEALER, SALESMAN 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> 88

- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------

THE FUND. Van Kampen Strategic Income Fund (the "Fund") is a separate,
non-diversified series of Van Kampen Trust (the "Trust"). The Trust is an
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 Fund's primary investment objective is to seek to
provide its shareholders with high current income. The Fund has a secondary
investment objective of seeking capital appreciation. There is no assurance the
Fund will achieve its investment objectives. See "Investment Objectives and
Policies."

INVESTMENT POLICIES. The Fund seeks to achieve its investment objectives by
investing primarily in a portfolio of income securities selected by the Fund's
investment adviser from the following market sectors: U.S. government
securities; domestic investment grade income securities; domestic lower grade
income securities; foreign investment grade income securities; and foreign lower
grade income securities. See "Investment Objectives and Policies" and
"Investment Practices."

INVESTMENT RESULTS. The investment results of the Fund are shown in the table
of "Financial Highlights."

PURCHASE OR SALE OF SHARES. Investors may elect to purchase Class A Shares,
Class B Shares or Class C Shares, each with different sales charges and
expenses. The different classes of shares permit an investor to choose the
method of purchasing shares that is most beneficial to the investor, taking into
account the amount of the purchase, the length of time the investor expects to
hold the shares and other circumstances. See "Purchase of Shares." For
information on redeeming shares see "Redemption of Shares".

INVESTMENT ADVISER. Van Kampen Investment Advisory Corp. (the "Adviser") is the
Fund's investment adviser.

DISTRIBUTOR. Van Kampen Funds Inc. (the "Distributor") distributes the Fund's
shares.

SPECIAL RISK FACTORS. A substantial portion of the Fund's assets may be
invested in lower grade income securities, including securities of issuers in
emerging market countries and securities rated in the lowest ratings category.
Lower grade income securities commonly are referred to as "junk bonds."
Investment in lower grade income securities involves significant risks. The Fund
intends to borrow money for investment purposes which will create the
opportunity for increased return but also involves special risks. The Fund is
also allowed to invest in derivative mortgage-backed securities and defaulted
bank loans. The Fund is designed for investors willing to assume additional risk
in return for the potential for high current income and capital appreciation.
There can be no assurance that the Fund will achieve its investment objectives.
See "Investment Objectives and Policies--Special Risk Factors" and "Investment
Practices -- Use of Leverage".

THE FOREGOING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.

3
<PAGE> 89

- --------------------------------------------------------------------------------
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 the offering price).................................... 4.75%(1) None None
Maximum sales charge imposed on reinvested dividends (as a
percentage of the
offering price)........................................... None None(3) None(3)
Deferred sales charge (as a percentage of the lesser of the
original purchase price or redemption proceeds)........... None(2) Year 1--4.00% Year 1--1.00%
Year 2--3.75% After--None
Year 3--3.50%
Year 4--2.50%
Year 5--1.50%
Year 6--1.00%
After--None
Redemption fees (as a percentage of amount redeemed)........ None None None
Exchange fees............................................... None None None
</TABLE>

- --------------------------------------------------------------------------------
(1) Reduced on investments of $100,000 or more. See "Purchase of Shares -- Class
A Shares."

(2) Investments of $1 million or more are not subject to a sales charge at the
time of purchase, but a contingent deferred sales charge ("CDSC") of 1.00%
may be imposed on certain redemptions made within one year of the purchase.
See "Purchase of Shares -- Deferred Sales Charge Alternatives -- Class A
Share Purchases of $1 Million or More."

4
<PAGE> 90

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

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)(1)................................................ 0.99% 0.99% 0.99%
12b-1 Fees (as a percentage of average daily net
assets)(2)................................................ 0.25% 1.00%(5) 1.00%(5)
Other Expenses:
Miscellaneous Other Expenses
(as a percentage of average daily net assets; after
expense reimbursement)(3)............................... 0.44% 0.45% 0.45%
Interest Expenses (as a percentage of average daily net
assets)(4).............................................. 1.69% 1.69% 1.69%
Total Other Expenses (as a percentage of average daily net
assets;
after expense reimbursement)(3)(4)........................ 2.13% 2.14% 2.14%
Total Expenses (as a percentage of average daily net assets;
after expense reimbursement)(3)(4)........................ 3.37% 4.13% 4.13%
</TABLE>

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

(1) Represents the effective management fee as a percent of average daily net
assets. Management fees are based on a percentage of average daily managed
assets. For purposes of determining the management fee, "average daily
managed assets" means the average daily value of the Fund's aggregate
assets, minus the sum of accrued liabilities other than the aggregate amount
of any borrowings undertaken by the Fund.

(2) Includes a service fee of up to 0.25% (as a percentage of net asset value)
paid by the Fund as compensation for ongoing services rendered to investors.
With respect to each class of shares, amounts in excess of 0.25%, if any,
represent an asset based sales charge for distribution related expenses. The
asset based sales charge with respect to Class C Shares includes 0.75% (as a
percentage of net asset value) paid to investors' broker-dealers as sales
compensation. See "Distribution and Service Plans."

(3) Absent the Adviser's waiver or reimbursement of certain expenses of the Fund
"Total Other Expenses" would have been 2.23% for Class A Shares, 2.24% for
Class B Shares and 2.24% for Class C Shares and the "Total Expenses" would
have been 3.47% for Class A Shares, 4.23% for Class B Shares and 4.23% for
Class C Shares.

(4) The Fund incurred financing expenses related to borrowings for investment
purposes. Borrowings provide the opportunity for increased net income, but
may increase the Fund's investment risk. "Total Expenses" without regard to
the interest expense would have been 1.68%, 2.44% and 2.44% for each of the
Class A Shares, Class B Shares and Class C Shares, respectively. See
"Financial Highlights" and "Investment Objectives and Policies -- Special
Risk Factors."

(5) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by NASD Rules.

EXAMPLE:

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (i) an operating expense ratio of 3.37% for Class
A Shares, 4.13% for Class B Shares and 4.13% for Class C
Shares, (ii) 5.00% annual return and (iii) redemption at
the end of each period:
Class A Shares............................................ $80 $146 $215 $396
Class B Shares............................................ $81 $161 $226 $416*
Class C Shares............................................ $51 $126 $211 $431
You would pay the following expenses on the same $1,000
investment assuming no redemption at the end of each
period:
Class A Shares............................................ $80 $146 $215 $396
Class B Shares............................................ $41 $126 $211 $416*
Class C Shares............................................ $41 $126 $211 $431
</TABLE>

- --------------------------------------------------------------------------------
* Based on conversion to Class A Shares after eight years.

5
<PAGE> 91

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
--------------------------------------------------------- -----------------
FROM
DECEMBER 31, 1993
YEAR ENDED (COMMENCEMENT YEAR ENDED
JUNE 30, OF INVESTMENT JUNE 30,
------------------------------------- OPERATIONS) TO -----------------
1998 1997 1996 1995 JUNE 30, 1994 1998 1997
---- ---- ---- ---- ----------------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the Period $12.778 $12.065 11.704 $11.975 $14.300 $12.779 $12.069
------- ------- ------- ------- ------- ------- -------
Net Investment Income 0.973 1.019 1.013 0.657 0.566 0.878 0.920
Net Realized and Unrealized Gain/Loss (.489) 0.714 0.446 0.272 (2.391) (.491) 0.717
------- ------- ------- ------- ------- ------- -------
Total from Investment Operations 0.484 1.733 1.459 0.929 (1.825) 0.387 1.637
------- ------- ------- ------- ------- ------- -------
Less:
Distributions from and in Excess of Net
Investment Income 0.976 1.020 1.098 0.793 0.500 0.880 0.927
Return of Capital Distributions -0- -0- -0- 0.407 -0- -0- -0-
------- ------- ------- ------- ------- ------- -------
Total Distributions 0.976 1.020 1.098 1.200 0.500 0.880 0.927
------- ------- ------- ------- ------- ------- -------
Net Asset Value, End of the Period $12.286 $12.778 $12.065 $11.704 $11.975 $12.286 $12.779
======= ======= ======= ======= ======= ======= =======

<CAPTION>
CLASS B SHARES
-------------------------------------
FROM
DECEMBER 31, 1993
YEAR ENDED (COMMENCEMENT
JUNE 30, OF INVESTMENT
----------------- OPERATIONS) TO
1996 1995 JUNE 30, 1994
---- ---- -----------------
<S> <C> <C> <C>
Net Asset Value, Beginning of the Period $11.706 $11.968 $14.300
------- ------- -------
Net Investment Income 0.926 0.585 0.515
Net Realized and Unrealized Gain/Loss 0.443 0.245 (2.392)
------- ------- -------
Total from Investment Operations 1.369 0.830 (1.877)
------- ------- -------
Less:
Distributions from and in Excess of Net
Investment Income 1.006 0.722 0.455
Return of Capital Distributions -0- 0.370 -0-
------- ------- -------
Total Distributions 1.006 1.092 0.455
------- ------- -------
Net Asset Value, End of the Period $12.069 $11.706 $11.968
======= ======= =======

<CAPTION>
CLASS C SHARES
---------------------------------------------------------
FROM
DECEMBER 31, 1993
YEAR ENDED (COMMENCEMENT
JUNE 30, OF INVESTMENT
------------------------------------- OPERATIONS) TO
1998 1997 1996 1995 JUNE 30, 1994
---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the Period $12.768 $12.059 $11.699 $11.966 $14.300
------- ------- ------- ------- -------
Net Investment Income 0.876 0.913 0.944 0.598 0.509
Net Realized and Unrealized Gain/Loss (.490) 0.723 0.422 0.227 (2.388)
------- ------- ------- ------- -------
Total from Investment Operations 0.386 1.636 1.366 0.825 (1.879)
------- ------- ------- ------- -------
Less:
Distributions from and in Excess of Net
Investment Income 0.880 0.927 1.006 0.722 0.455
Return of Capital Distributions -0- -0- -0- 0.370 -0-
------- ------- ------- ------- -------
Total Distributions 0.880 0.927 1.006 1.092 0.455
------- ------- ------- ------- -------
Net Asset Value, End of the Period $12.274 $12.768 $12.059 $11.699 $11.966
======= ======= ======= ======= =======
</TABLE>

(Continued on following page)

See Financial Statements and Notes Thereto

6
<PAGE> 92

<TABLE>
<CAPTION>
CLASS A SHARES
---------------------------------------------------------
FROM
DECEMBER 31, 1993
YEAR ENDED (COMMENCEMENT
JUNE 30, OF INVESTMENT
------------------------------------- OPERATIONS) TO
1998 1997 1996 1995 JUNE 30, 1994
---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C> <C>

Total Return*(a)............................................ 3.89% 14.92% 12.92% 8.46% (12.83%)**

Net Assets at End of the Period (In millions)............... $45.3 $43.8 $33.8 $29.6 $24.5

Ratio of Operating Expenses to Average Net Assets*.......... 1.68% 1.81% 1.84% 1.98% 1.88%

Ratio of Interest Expense to Average Net Assets............. 1.69% 1.99% 2.27% 2.38% .96%

Ratio of Net Investment Income to Average Net Assets*....... 7.72% 8.12% 8.34% 5.88% 9.27%

Portfolio Turnover.......................................... 523% 474% 343% 253% 114%**

* If certain expenses had not been assumed by the Adviser, Total Return would have been lower and the ratios would
have been as follows:

Ratio of Operating Expenses to Average Net Assets......... 1.78% 1.86% 1.92% N/A N/A

Ratio of Net Investment Income to Average Net Assets...... 7.63% 8.07% 8.26% N/A N/A

<CAPTION>
CLASS B SHARES
---------------------------------------------------------
FROM
DECEMBER 31, 1993
YEAR ENDED (COMMENCEMENT
JUNE 30, OF INVESTMENT
------------------------------------- OPERATIONS) TO
1998 1997 1996 1995 JUNE 30, 1994
---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C> <C>
Total Return*(a)............................................ 3.11% 13.98% 12.06% 7.62% (13.21%)**

Net Assets at End of the Period (In millions)............... $76.2 $76.2 $61.9 $52.6 $46.4

Ratio of Operating Expenses to Average Net Assets*.......... 2.44% 2.57% 2.59% 2.68% 2.63%

Ratio of Interest Expense to Average Net Assets............. 1.69% 1.98% 2.26% 2.38% .96%

Ratio of Net Investment Income to Average Net Assets*....... 6.96% 7.33% 7.58% 5.30% 8.48%

Portfolio Turnover.......................................... 523% 474% 343% 253% 114%**

* If certain expenses had not been assumed by the Adviser, Total Return would have been lower and the ratios would
have been as follows:

Ratio of Operating Expenses to Average Net Assets......... 2.54% 2.61% 2.67% N/A N/A

Ratio of Net Investment Income to Average Net Assets...... 6.86% 7.28% 7.50% N/A N/A

Net Assets at End of the Period (In millions)............... $3.9 $3.8 $3.1 $1.7 $2.1

Ratio of Operating Expenses to Average Net Assets*.......... 2.44% 2.56% 2.58% 2.69% 2.65%

Ratio of Interest Expense to Average Net Assets............. 1.69% 1.98% 2.22% 2.38% .95%

Ratio of Net Investment Income to Average Net Assets*....... 6.96% 7.31% 7.49% 5.92% 8.36%

Portfolio Turnover.......................................... 523% 474% 343% 253% 114%**

* If certain expenses had not been assumed by the Adviser, Total Return would have been lower and the ratios would
have been as follows:

Ratio of Operating Expenses to Average Net Assets......... 2.54% 2.61% 2.66% N/A N/A

Ratio of Net Investment Income to Average Net Assets...... 6.87% 7.27% 7.41% N/A N/A
</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.

N/A = Not Applicable

(The following table presents Unaudited Information).

<TABLE>
<CAPTION>
AVERAGE MONTHLY
AMOUNT OF DEBT AVERAGE DAILY BALANCE OF BALANCE OF SHARES AVERAGE AMOUNT OF
Bank Borrowing: OUTSTANDING AT DEBT OUTSTANDING DURING OUTSTANDING DURING DEBT PER SHARE
PERIOD END OF YEAR PERIOD PERIOD DURING PERIOD
- --------------- -------------- ------------------------ ------------------ -----------------
<S> <C> <C> <C> <C>

Six Months Ended June 30, 1994............. $19,574,968 $ 4,421,010 5,080,190 $0.870

Year Ended June 30, 1995................... $28,496,055 $29,790,000 6,729,831 $4.427

Year Ended June 30, 1996................... $15,913,433 $32,784,900 7,658,078 $4.281

Year Ended June 30, 1997................... $50,983,397 $38,213,200 9,090,395 $4.204

Year Ended June 30, 1998................... $57,372,263 $43,522,971 $10,152,038 $ 4.29
</TABLE>

See Financial Statements and Notes Thereto

7
<PAGE> 93

- --------------------------------------------------------------------------------
THE FUND
- --------------------------------------------------------------------------------

Van Kampen Strategic Income Fund (the "Fund") is a separate, non-diversified
series of Van Kampen Trust (the "Trust"). The Trust is an open-end management
investment company organized as a Delaware business trust.

The Fund's primary investment objective is to provide its shareholders with
high current income. The Fund has a secondary investment objective of seeking
capital appreciation. The Fund will seek to achieve its investment objectives by
investing primarily in a portfolio of income securities selected by the Adviser
from the following market sectors: U.S. government securities; domestic
investment grade income securities; domestic lower grade income securities;
foreign investment grade income securities; and foreign lower grade income
securities. Under normal market conditions, at least 65% of the Fund's total
assets will be invested in U.S. dollar-denominated income securities and at
least 40% of the Fund's total assets will be invested in U.S. government
securities and investment grade rated income securities. A substantial portion
of the Fund's assets (up to 60%) may be invested in lower grade income
securities, including securities of issuers located in emerging market
countries. The Fund may invest 100% of its total assets in asset-backed
securities. Such investments involve significant risks. See "Investment
Objectives and Policies -- Special Risk Considerations." The Fund is designed
for investors willing to assume additional risk in return for the potential for
high current income and capital appreciation. The Fund's investment objectives
are fundamental and may not be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). There can be no
assurance that the Fund will achieve its investment objectives.

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.

The Adviser will allocate the Fund's investments among market sectors based on
its evaluation of the relative investment opportunities and investment risks
presented by income securities in such sectors from time to time. See
"Investment Objectives and Policies -- Allocation of Investments." Under normal
market conditions, the Fund will invest at least 10% of its total assets in each
of at least three market sectors. The Fund is not required to invest a minimum
amount of its assets in any one market sector. The Fund does not intend to
invest more than 25% of its total assets in any one industry or in income
securities of issuers (including foreign governments) located in any single
country other than the United States.

Investment grade income securities are income securities rated at least BBB by
Standard & Poor's Ratings Group ("S&P"), at least Baa by Moody's Investors
Service, Inc. ("Moody's"), comparably rated by any other nationally recognized
statistical rating organization ("NRSRO") or, if not rated by any NRSRO,
determined by the Adviser to be of comparable quality to income securities so
rated. Securities rated BBB by S&P are regarded by S&P as having an adequate
capacity to pay interest and repay principal. Whereas such securities normally
exhibit adequate protection parameters, adverse economic conditions or changing
circumstances are more likely, in the opinion of S&P, to lead to a weakened
capacity to pay interest and repay principal for debt in this category than in
higher rated categories. Securities rated Baa by Moody's are considered by
Moody's as medium grade obligations. Such securities are in the opinion of
Moody's, neither highly protected nor poorly secured. Interest payments and
principal security appear to Moody's to be adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable over
any great length of time. In the opinion of Moody's, they lack outstanding
investment characteristics and in fact have speculative characteristics as well.
Lower grade income securities are income securities rated BB or below by S&P, Ba
or below by Moody's, comparably rated by any other NRSRO or, if not rated by any
NRSRO, determined by the Adviser to be of comparable quality to income
securities so rated. Lower grade income securities are commonly referred to as
"junk bonds" and are regarded by S&P and Moody's as predominately speculative
with respect to the capacity to pay interest or

8
<PAGE> 94

repay principal in accordance with their terms. Lower grade income securities
involve a greater degree of credit risk than investment grade income securities.
There is no minimum rating or comparable quality standard imposed on the Fund's
investments and the Fund may purchase income securities that are rated D and
that are in default in the payment of interest or repayment of principal. In
S&P's view, the D rating category is used when interest payments or principal
payments are not made on the date due even if an applicable grace period has not
expired, unless S&P believes that such payments will be made during such grace
period. The 'D' rating also is used upon the filing of a bankruptcy petition if
debt service payments are jeopardized. The Fund will not, however, invest in any
security that does not provide for, or that is not current in the payment of,
periodic interest or dividend distributions if as a result of such investment
more than 20% of the Fund's total assets would, at the time of investment, be
invested in such securities.

ALLOCATION OF INVESTMENTS

The Adviser allocates the Fund's investments among various market sectors
based on the Adviser's assessment of the relative investment opportunities and
investment risks presented by income securities in such sectors from time to
time. The Adviser believes that, over time, market sectors become undervalued
relative to the risks of investing in such sectors due to actual or perceived
changes in interest rate cycles, business or economic conditions, rates of
inflation, currency relationships, political factors, investor demand, new issue
or secondary market supply and other factors. Accordingly, the relative
investment performance of the various market sectors change over time, with the
best performing sectors frequently changing from year to year. The Adviser seeks
to take advantage of these changes by allocating a greater proportion of the
Fund's assets to those market sectors that the Adviser believes are undervalued.
If successful, this strategy may enable the Fund to achieve a higher level of
investment return over time than if the Fund invested exclusively in one market
sector or if the Fund allocated a fixed proportion of its assets to each market
sector. In addition, the Fund has a policy of investing, under normal market
conditions, a portion of its assets in each of at least three market sectors.
This policy may, over time, enable the Fund to experience less volatility in
income and net asset value than if the Fund invested exclusively in one market
sector. The Fund is, however, more dependent on the Adviser's ability to
successfully evaluate the relative values of various market sectors as compared
to an investment company that does not seek to adjust market sector allocations
over time.

MARKET SECTORS

U.S. GOVERNMENT SECURITIES. U.S. government securities are obligations issued
or guaranteed by the U.S. government or its agencies, instrumentalities or
political subdivisions (collectively "agencies"). These obligations may be
either direct obligations of the U.S. Treasury or obligations issued or
guaranteed by U.S. government agencies. Of the obligations issued or guaranteed
by agencies, some are backed by the full faith and credit of the U.S. government
and others are backed only by the right of the issuer to borrow from the U.S.
Treasury. U.S. government securities generally are not rated, but are generally
considered to be of at least the same credit quality as privately issued
securities rated in the highest investment grade rating categories.

DOMESTIC INVESTMENT GRADE INCOME SECURITIES. Domestic investment grade income
securities are income securities of domestic issuers rated investment grade or,
if not rated, determined by the Adviser to be of comparable quality to
investment grade rated securities. Such securities are issued primarily by
domestic corporations.

DOMESTIC LOWER GRADE INCOME SECURITIES. Domestic lower grade income securities
are income securities of domestic issuers rated below investment grade or, if
not rated, determined by the Adviser to be of comparable quality to securities
rated below investment grade. Lower grade income securities commonly are
referred to as "junk bonds." Such securities are issued primarily by domestic
corporations. Investment in lower grade income securities involves certain
risks. See "Investment Objectives and Policies -- Special Risk Considerations."

FOREIGN INVESTMENT GRADE INCOME SECURITIES. Foreign investment grade income
securities are income securities issued by non-domestic issuers and rated
investment grade or, if not rated, determined by the Adviser to be of comparable
quality to income securities rated investment grade. Such securities may include
income securities issued or guaranteed by foreign governments or their agencies,
central banks of foreign countries, supranational entities, such as the
International Bank for Reconstruction and Development, and corporations or other
business entities. Foreign investment grade income securities may be denominated
in any currency and include U.S. dollar denominated income securities sold in
the United States (commonly known as "Yankee bonds") and income securities
denominated in U.S. dollars or other currencies and sold outside the United
States (commonly referred to as "Eurobonds"). As of the date of this prospectus,
most foreign

9
<PAGE> 95

investment grade income securities are issued by issuers located in more
developed countries, including Canada, Japan, Australia, New Zealand and several
Western European countries.

FOREIGN LOWER GRADE INCOME SECURITIES. Foreign lower grade income securities
are income securities issued by non-domestic issuers and rated below investment
grade or, if not rated, determined by the Adviser to be of comparable quality to
income securities rated below investment grade. Lower grade income securities
commonly are referred to as "junk bonds." Such securities may include income
securities issued or guaranteed by foreign governments or their agencies,
central banks of foreign countries and corporations or other business entities.
Investments in this sector may include interests or assignments in nonperforming
or restructured income securities. Issuers of foreign lower grade income
securities frequently will be located in emerging market countries, including
countries in Latin America, Eastern Europe, Africa and much of Asia. Investment
in emerging market countries involves significant risks. See "Investment
Objectives and Policies -- Special Risk Considerations."

PORTFOLIO SECURITIES

As used in this prospectus, the term "income securities" includes: fixed or
variable rate bonds, notes, bills or debentures; mortgage backed securities;
asset backed securities; stripped income securities; convertible securities;
zero coupon or deferred payment securities; payment in kind securities;
preferred stock; dividend paying common stock; warrants and other equity
securities acquired as units together with other income securities; bank debt
obligations; short-term paper; loan participations and assignments; assignments
and interests issued by entities organized and operated for the purpose of
restructuring the investment characteristics of other income securities and
securities whose principal or interest payments are indexed to changes in the
values of currencies, interest rates, commodities or a basket of securities. The
Fund may invest in income securities of any maturity and denominated in any
currency. At least 65% of the Fund's total assets will be invested in U.S.
dollar denominated securities. Following is a brief description of some of the
portfolio securities in which the Fund may invest. See the Statement of
Additional Information for more information concerning these and other portfolio
securities in which the Fund may invest.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Mortgage-backed securities are
securities that directly or indirectly represent a participation in, or are
secured by and payable from, mortgage loans secured by real property. Mortgage-
backed securities may be issued by the U.S. government or its agencies or by
private entities. The yield characteristics of mortgage-backed securities differ
from traditional debt securities. Interest and principal prepayments are made
more frequently, usually monthly, and principal may be prepaid at any time.
Mortgage-backed securities may decrease in value as a result of increases in
interest rates and may benefit less than other fixed income securities from
declining interest rates because of the risk of prepayment. Amounts available
for reinvestment by the Fund are likely to be greater during a period of
declining interest rates and, as a result, likely to be reinvested at lower
interest rates than during a period of rising interest rates. Asset-backed
securities have structural characteristics similar to mortgage-backed
securities, but have underlying assets such as automobile and credit card
receivables and home equity loans. In general, these types of loans are of
shorter average life than mortgage loans and are less likely to have substantial
prepayments.

STRIPPED INCOME SECURITIES. Stripped income securities are derivative
obligations representing an interest in all or a portion of the income or
principal components of an underlying or related security, a pool of securities
or other assets. In the most extreme case, one class will receive all of the
interest (the interest-only or "IO" class), while the other class will receive
all of the principal (the principal-only or "PO" class). The market values of
stripped income securities tend to be more volatile in response to changes in
interest rates than are conventional income securities. In the case of mortgage
backed IOs, if the underlying assets experience greater than anticipated
prepayments of principal, the Fund may not fully recoup its initial investment.

of governmental or private issuers. Zero coupon securities generally pay no cash
interest (or dividends in the case of preferred stock) to their holders prior to
maturity. Payment-in-kind securities allow the issuer, at its option, to make
current interest payments on such securities either in cash or in additional
securities. Accordingly, zero coupon and payment-in-kind securities usually are
issued and traded at a deep discount from their face or par value and generally
are subject to greater fluctuations of market value in response to changing
interest rates than securities of comparable maturities and credit quality that
pay cash interest (or dividends in the case of preferred stock) on a current
basis. Even though the holder of a zero coupon bond or a payment-in-kind
security does not receive cash interest payments prior to maturity, a portion of
the purchase price discount must be accrued as income each year under current
federal tax law. In order to generate sufficient cash to make distributions, the
Fund may have to dispose of securities that it would otherwise continue to hold,
which, in some cases, may be disadvantageous to the Fund.

PREMIUM SECURITIES. The fund may invest in income securities bearing coupon
rates higher than prevailing market rates. Such "premium" securities are
typically purchased at prices greater than the principal amounts payable on
maturity. Although such securities bear coupon rates higher than prevailing
market rates, because they are purchased at a price in excess of par value, the
yield earned by the Fund on such investments may not exceed prevailing market
yields. If securities purchased by a Fund at a premium are called or sold prior
to maturity, the Fund may recognize a capital loss. Additionally, the Fund will
recognize a capital loss if it holds such securities to maturity.

CONVERTIBLE SECURITIES. Convertible securities are bonds, debentures, notes,
preferred stocks or other securities that may be converted into or exchanged for
a specified amount of common stock of the same or a different issuer within a
particular period of time and at a specified price or formula. A convertible
security entitles the holder to receive interest generally paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged.

EQUITY FEATURES. Income securities may involve equity features, such as
contingent interest or participations based on revenues, sales or profits (i.e.,
interest or other payments, often in addition to a fixed rate of return, that
are based on the borrower's attainment of specified levels of revenues, sales or
profits). At times, the Fund may also acquire warrants and other equity
securities in connection with the purchase of income securities.

BRADY BONDS. The Fund may invest in Brady Bonds and other sovereign debt of
countries that have restructured or are in the process of restructuring
sovereign debt pursuant to the Brady Plan. "Brady Bonds" are debt securities
issued under the framework of the Brady Plan, an initiative announced by former
U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor
nations to restructure their outstanding external commercial bank indebtedness.
Brady Bonds may also be issued in respect of new money being advanced by
existing lenders in connection with the debt restructuring. Certain Brady Bonds
have been collateralized as to principal due at maturity by U.S. Treasury zero
coupon bonds with a maturity equal to the final maturity of such Brady Bonds.
Brady Bonds have been issued only recently, and accordingly do not have a long
payment history. In light of the risk of Brady Bonds including, among other
factors, the history of defaults with respect to commercial bank loans by public
and private entities of countries issuing Brady Bonds, investments in Brady
Bonds are to be viewed as speculative.

OTHER SOVEREIGN-RELATED DEBT. In addition to Brady Bonds, the Fund may invest
in sovereign or sovereign-related debt obligations, including obligations of
supranational entities. Such investments may include participations and
assignments of sovereign bank debt, restructured external debt that has not
undergone a Brady-style debt exchange, and internal government debt. The Fund
may invest in fixed and floating rate loans ("Loans") arranged through private
negotiations between a foreign government or agency and one or more financial
institutions ("Lenders"). The Fund's investments in Loans are expected in most
instances to be in the form of participations in Loans ("Participations") and
assignments of all or a portion of Loans ("Assignments") from third parties.
Participations typically will result in the Fund having a contractual
relationship only with the Lender, not with the borrower. The Fund will have the
right to receive payments of principal, interest and any fees to which it is
entitled only from the Lender selling the Participation and only upon receipt by
the Lender of the payments from the borrower. The Fund generally has no direct
right to enforce compliance by the borrower with the terms of the loan agreement
relating to the Loan ("Loan Agreement"), nor any rights of set-off against the
borrower, and the Fund may not directly benefit from any collateral supporting
the Loan in which it has purchased the Participation. As a result, the Fund will
assume the credit risk of both the borrower and the Lender that is selling the
Participation. When the Fund purchases Assignments from Lenders, the Fund will
acquire direct rights against the borrower on the Loan. However, since
Assignments are arranged through private negotiations between potential
assignees

11
<PAGE> 97

and assignors, the rights and obligations acquired by the Fund as the purchaser
of an Assignment may differ from, and be more limited than, those held by the
assigning Lender.

STRUCTURED INVESTMENTS. The Fund may invest a portion of its assets in
interests in entities organized and operated for the purpose of restructuring
the investment characteristics of other income securities. This type of
restructuring involves the deposit with or purchase by an entity of income
securities (such as bank loans or Brady Bonds) and the issuance by that entity
of one or more classes of securities ("Structured Investments") backed by, or
representing interests in, the underlying instruments. The cash flow on the
underlying instruments may be apportioned among the newly issued Structured
Investments to create securities with different investment characteristics such
as varying maturities, payment priorities and interest rate provisions.

PRIVATE PLACEMENTS. The Fund may invest in income securities that are sold in
private placement transactions between their issuers and their purchasers and
that are neither listed on an exchange nor traded in the OTC secondary market.
In many cases, privately placed securities will be subject to contractual or
legal restrictions on transfer. As a result of the absence of a public trading
market, privately placed securities may in turn be less liquid and more
difficult to value than publicly traded securities. In addition, issuers whose
securities are not publicly traded may not be subject to the disclosure and
other investor protection requirements that may be applicable if their
securities were publicly traded. Certain of the Fund's direct investments,
particularly in emerging foreign markets, may include investments in smaller,
less seasoned companies, which may involve greater risks. These companies may
have limited product lines, markets or financial resources, or they may be
dependent on a limited management group.

INDEXED INCOME SECURITIES. The Fund may invest in income securities that are
indexed to certain specific foreign currency exchange rates, interest rates or
other reference rates. The terms of such securities provide that their principal
amount is adjusted upwards or downwards (but ordinarily not below zero) at
maturity to reflect changes in the exchange rate between two currencies (or
other rates) while the obligations are outstanding.

SPECIAL RISK FACTORS

INVESTMENTS IN INCOME SECURITIES. The value of the income securities held by
the Fund, and thus the net asset value of the shares, generally will fluctuate
with (i) changes in the perceived creditworthiness of the issuers of those
securities, (ii) movements in interest rates, and (iii) changes in the relative
values of the currencies in which the Fund's investments are denominated with
respect to the U.S. dollar. Many of the income securities in which the Fund will
invest have long maturities. A longer average maturity generally is associated
with a higher level of volatility in market value in response to changes in
interest rates. In addition, securities issued at a discount, such as certain
types of Brady Bonds and zero coupon obligations, may be subject to greater
fluctuations in market value in response to changes in interest rates.

The Fund may invest in derivative income securities such as stripped income
securities, inverse floaters, range floaters and capped floaters. Investment in
such securities involves special risks as compared to investment in conventional
floating or variable rate income securities. The extent of increases and
decreases in the value of such securities and the corresponding changes to the
per share net asset value of the Fund in response to changes in market rates of
interest generally will be larger than comparable changes in the value of an
equal principal amount of a fixed rate income security having similar credit
quality, redemption provisions and maturity. The markets for such securities may
be less developed than the markets for conventional floating or variable rate
income securities.

INVESTMENT IN LOWER GRADE INCOME SECURITIES. A substantial portion of the
Fund's assets may be invested in lower grade securities, commonly referred to as
"junk bonds." Debt securities rated BB or below by S&P or below Ba by Moody's
are deemed by S&P and Moody's to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal and may involve major
risk exposure to adverse conditions. The lower grade income securities in which
the Fund may invest may include securities having the lowest ratings assigned by
S&P or Moody's and, together with comparable unrated securities, may include
securities in default or that face the risk of default with respect to the
payment of principal or interest or that have filed for bankruptcy protection.
These securities are considered to have extremely poor prospects of ever
attaining any real investment standing. See the Statement of Additional
Information for a more complete description of S&P and Moody's ratings. Lower
grade income securities are especially subject to adverse changes in general
economic conditions, the industries in which the issuers are engaged, the
financial condition of the issuers and prevailing interest rates. Issuers of
lower grade securities are often highly leveraged and may not have available to
them more traditional methods of financing. During periods of economic downturn
or rising interest rates, highly leveraged issuers may experience financial
stress which could adversely affect their ability to make payments of principal
and interest
12
<PAGE> 98

and increase the possibility of default. Lower grade income securities are
generally unsecured and are often subordinated to other income securities of the
issuer. To the extent the Fund is required to seek recovery upon a default in
the payment of principal or interest on its portfolio holdings, the Fund may
incur additional expenses and, with respect to foreign lower grade income
securities, may have limited legal recourse in the event of a default. Lower
grade income securities frequently have call or buy-back features which permit
an issuer to call or repurchase the security prior to its maturity. If an issuer
exercises these provisions in a declining interest rate environment, the Fund
may have to reinvest in lower yielding securities, resulting in a decrease in
income earned by the Fund.

<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..................................................... 22.9 0.0
AA/Aa....................................................... 0.0 0.0
A/A......................................................... 7.2 0.1
BBB/Baa..................................................... 20.5 0.4
BB/Ba....................................................... 29.0 1.6
B/B......................................................... 14.5 3.7
CCC/Caa..................................................... 0.0 0.0
CC/Ca....................................................... 0.1 0.0
C/C......................................................... 0.0 0.0
D........................................................... 0.0 0.0
---- ---
Percentage of Rated and Unrated
Debt Securities........................................... 94.2 5.8
==== ===
</TABLE>

DEFAULTED SECURITIES. The Fund may invest in defaulted securities. Defaulted
securities are securities with respect to which payment of interest or repayment
of principal is in arrears. Any investment in defaulted securities primarily
would be intended to benefit the Fund's investment objective with respect to
capital appreciation and not its investment objective with respect to providing
a high level of current income. Defaulted securities may be less liquid than
investments in more highly rated securities and the Fund may be unable to
dispose of such securities in a timely fashion. Investment in defaulted
securities should be considered speculative. Defaulted securities may not resume
payment of interest or repayment of principal in accordance with the terms of
the original obligation and the Fund may not recoup its investment in such
securities.

INVESTMENTS IN FOREIGN INCOME SECURITIES. Investment in foreign income
securities involves certain special risks not usually associated with investment
in domestic income securities. In addition, the magnitude of such risks is
generally greater with respect to investment in emerging market countries.
Investments in foreign income securities involve risks relating to political and
economic developments abroad. With respect to many foreign countries, there is
the possibility of nationalization, expropriation or confiscatory taxation,
political instability, increased governmental regulation, social instability or
diplomatic developments (including armed conflict) which could adversely affect
the economies of such countries or the value of the Fund's investments in those
countries. Foreign investment in certain countries is restricted or controlled
to varying degrees. These restrictions or controls may at times limit or
preclude foreign investment in certain emerging market income securities and
increase the costs and expenses of the Fund. Disclosure, accounting and
regulatory standards in many respects are less stringent in many countries than
in the U.S and there may be less publicly available information concerning
foreign issuers than there is with respect to domestic issuers. In addition,
there may be less timely and accurate information with respect to general
economic conditions and trends in countries in which issuers of foreign income
securities are located, particularly in emerging market countries. There also
may be a lower level of monitoring and regulation of securities markets and the
activities of investors in such markets, and enforcement of existing regulations
has in many instances been limited. Foreign markets also have different
clearance and settlement procedures, and in certain markets settlement may fail
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in

13
<PAGE> 99

temporary periods when assets of the Fund are uninvested and no return is earned
thereon. Because the Fund may invest in non-U.S. dollar-denominated securities,
changes in foreign currency exchange rates will affect the Fund's net asset
value, the value of dividends and interest earned, gains and losses realized on
the sale of securities and net investment income to be distributed to
shareholders. The exchange rates between the U.S. dollar and other currencies
can be volatile. Investment income on certain foreign securities in which the
Fund may invest may be subject to foreign income, withholding or other taxes,
which would reduce the Fund's total return on such investments and the amounts
available for distribution by the Fund to its shareholders.

SOVEREIGN DEBT. The issuer of sovereign debt or the governmental authorities
that control the repayment of sovereign debt may be unable or unwilling to repay
principal or interest when due in accordance with the terms of such debt.
Sovereign debt differs from debt obligations issued by private entities in that,
generally, remedies for defaults must be pursued in the courts of the defaulting
party. Legal recourse is therefore limited. At times certain emerging market
countries have declared moratoria on the payment of principal and interest on
external debt. Holders of sovereign debt, including the Fund, may be requested
to participate in the rescheduling of such debt and to extend further loans to
sovereign debtors.

LEVERAGE. The Fund may borrow for investment purposes in an amount equal to
33 1/3% of the Fund's total assets (after giving effect to the amount borrowed).
The use of leverage creates the opportunity for enhanced return, but also should
be considered a speculative technique and may increase the Fund's investment
risk, including the potential for greater volatility in the Fund's net asset
value and net income available for distribution to shareholders.

ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
illiquid securities, which generally includes securities the disposition of
which is subject to substantial legal or contractual restrictions on resale. The
sale of illiquid securities often requires more time and results in higher
brokerage charges or dealer discounts and other selling expenses. The Fund may
find it difficult to sell such illiquid securities when the Adviser believes it
is advisable to do so or may be able to sell such securities only at prices
lower than if such securities were more liquid. The lack of a liquid secondary
market also may make it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing the Fund's portfolio and calculating net
asset value. These risks may be intensified in the case of securities issued by
issuers located in, or traded in capital markets located in, emerging foreign
markets. Such securities may trade infrequently and such markets may be unable
to respond effectively to increases in trading volume, potentially making prompt
liquidation of substantial holdings impossible at times, particularly in times
of economic distress. Restricted securities may sell at a price lower than
similar securities that are not subject to restrictions on resale. Restricted
securities salable among qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, that are determined to be liquid
by the Adviser under guidelines adopted by the Board of Trustees of the Trust
(under which guidelines the Adviser will consider factors such as trading
securities and the availability of price qualifications) will not be treated as
illiquid securities by the Fund for purposes of the investment limitation set
forth above.

NON-DIVERSIFIED STATUS. The Fund has registered as a non-diversified
investment company, which means that the Fund may invest to a greater degree in
a relatively limited number of issuers than may a diversified investment
company. To the extent that the Fund so invests, the Fund will be more
susceptible to any single adverse economic, political or regulatory occurrence.

- --------------------------------------------------------------------------------
INVESTMENT PRACTICES
- --------------------------------------------------------------------------------

In connection with the investment policies described above, the Fund also may
engage in strategic transactions, enter into currency transactions, purchase and
sell securities on a "when issued" and "delayed delivery" basis, borrow money

14
<PAGE> 100

from banks, enter into repurchase and reverse repurchase agreements, engage in
dollar rolls and lend its portfolio securities, in each case subject to the
limitations set forth below. These investment practices entail risks. See the
Statement of Additional Information for a more complete discussion of these
practices.

STRATEGIC TRANSACTIONS. The Fund may purchase and sell derivative instruments
such as exchange-listed and over-the-counter put and call options on securities,
financial futures, fixed-income indices and other financial instruments and
purchase and sell financial futures contracts and enter into various interest
rate and currency transactions such as forward contracts, futures contracts,
swaps, caps, floors or collars or options on currencies or futures.
Collectively, all of the above are referred to as "Strategic Transactions."
Strategic Transactions may be used to attempt to protect against possible
changes in the market value of securities held in or to be purchased for the
Fund's portfolio, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective interest rate exposure of the Fund's
portfolio, to protect against changes in currency exchange rates, or to
establish a position in the derivatives markets as a temporary substitute for
purchasing or selling particular securities. Strategic Transactions may also be
used to enhance potential gain, although no more than 5% of the Fund's assets
will be committed to certain Strategic Transactions for non-hedging
transactions. The use of Strategic Transactions for non-hedging purposes should
be considered a speculative technique. Any or all of these investment techniques
may be used at any time and there is no particular strategy that dictates the
use of one technique rather than another, as use of any Strategic Transaction is
a function of numerous variables including market conditions. The Fund may also
invest in income securities the terms of which include elements of or are
similar in effect to Strategic Transactions in which the Fund may engage. The
ability of the Fund to utilize these Strategic Transactions successfully will
depend on the Adviser's ability to predict pertinent market movements, which
cannot be assured. The Fund will comply with applicable regulatory requirements
when implementing these strategies, techniques and instruments.

Strategic Transactions have risks associated with them including possible
default by the other party to the transaction, illiquidity and, to the extent
the Adviser's view as to certain market movements is incorrect, the risk that
the use of such Strategic Transactions could result in losses greater than if
they had not been used. Use of put and call options may result in losses to the
Fund, force the sale or purchase of portfolio securities at inopportune times or
for prices other than current market values, limit the amount of appreciation
the Fund can realize on its investments or cause the Fund to hold a security it
might otherwise sell. The use of currency transactions can result in the Fund
incurring losses as a result of a number of factors including the imposition of
exchange controls, suspension of settlements or the inability to deliver or
receive a specified currency. The use of options and futures transactions
entails certain other risks. In particular, the variable degree of correlation
between price movements of futures contracts and price movements in the related
portfolio position of the Fund creates the possibility that losses on the
hedging instrument may be greater than gains in the value of the Fund's
position. In addition, futures and options markets may not be liquid in all
circumstances and certain over-the-counter options may have no markets. As a
result, in certain markets, the Fund might not be able to close out a
transaction without incurring substantial losses, if at all. Although the use of
futures and options transactions for hedging should tend to minimize the risk of
loss due to a decline in the value of the hedged position, at the same time they
tend to limit any potential gain which might result from an increase in value of
such position. Finally, the daily variation margin requirements for futures
contracts would create a greater ongoing potential financial risk than would
purchases of options, where the exposure is limited to the cost of the initial
premium. Losses resulting from the use of Strategic Transactions would reduce
net asset value, and possibly income, and such losses can be greater than if the
Strategic Transactions had not been utilized. The Strategic Transactions that
the Fund may use and some of their risks are described more fully in the Fund's
Statement of Additional Information.

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.

"WHEN ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The Fund may also purchase
and sell portfolio securities on a "when issued" and "delayed delivery" purchase
basis. No income accrues to or is earned by the Fund on portfolio securities in
connection with such transactions prior to the date the Fund actually takes
delivery of such securities. These transactions are subject to market
fluctuation; the value of such securities at delivery may be more or less than
their purchase price, and yields generally available on such securities when
delivery occurs may be higher or lower than yields on the such securities
obtained pursuant to such transactions.

SHORT SALES. The Fund may make short sales of securities. A short sale is a
transaction in which the Fund sells a security it does not own in anticipation
that the market price of that security will decline. When the Fund makes a short
sale, it must borrow the security sold short and deliver it to the broker-dealer
through which it made the short sale in order to satisfy its obligation to
deliver the security upon conclusion of the sale. The Fund is obligated to
collateralize its obligation to replace the borrowed security with cash, U.S.
government securities or other highly liquid securities. The Fund may have to
pay a fee to borrow particular securities and is often obligated to pay over any
payments received on such borrowed securities. If the price of the security sold
short increases between the time of the short sale and the time the Fund
replaces the borrowed security, the Fund will incur a loss; conversely, if the
price declines, the Fund will realize a capital gain. Any gain will be
decreased, and any loss increased, by the transaction costs described above.
Although the Fund's gain is limited to the price at which it sold the security
short, its potential loss is theoretically unlimited. The short sale of a
security is considered a speculative investment technique.

The market value of the security sold short of any one issuer will not exceed
either 5% of the Fund's total assets or 5% of such issuer's voting securities.
The Fund will not make a short sale, if, after giving effect to such sale, the
market value of all securities sold short exceeds 25% of the value of its assets
or the Fund's aggregate short sales of a particular class of securities exceeds
25% of the outstanding securities of that class. The Fund may also make short
sales "against the box" without respect to such limitations. In this type of
short sale, at the time of the sale, the Fund owns or has the immediate and
unconditional right to acquire at no additional cost the identical security.

LOANS OF PORTFOLIO SECURITIES. Consistent with applicable regulatory
requirements, the Fund may lend its portfolio securities to selected commercial
banks or broker-dealers up to a maximum of 50% of the assets of the Fund. The
Fund is the beneficial owner of the loaned securities in that any gain or loss
in the market price during the loan inures to the Fund and its shareholders.

USE OF LEVERAGE. The Fund is authorized to borrow money from banks for
investment purposes in an amount up to 33 1/3% of its total assets (including
the amount of the borrowing). The Fund is also authorized to borrow an
additional 5% of its total assets from any person without regard to the
foregoing limitation for temporary purposes such as clearance of portfolio
transactions, the payment of dividends and share repurchases. The use of
leverage will provide the opportunity for increased net income, but also should
be considered a speculative technique and may increase the Fund's investment
risk.

Borrowing will exaggerate changes in the net asset value of the shares and in
the yield on the Fund's portfolio, which may, in turn, result in increased
volatility of the market price of the shares. Borrowing will create interest
expenses for the Fund which can exceed the income from the assets obtained with
the proceeds. To the extent the income derived from securities purchased with
funds obtained through borrowing exceeds the interest and other expenses that
the Fund will have to pay in connection with such borrowing, the Fund's net
income will be greater than if the Fund did not borrow. Conversely, if the
income from the assets obtained through borrowing is not sufficient to cover the
cost of borrowing, the net income of the Fund will be less than if the Fund did
not borrow, and therefore the amount available for distribution to shareholders
will be reduced. See "Investment Objectives and Policies -- Special Risk Factors
- -- Leverage."

BANK BORROWING. The Fund may borrow money from banks on a secured or unsecured
basis, and may be required to pledge specific portfolio securities as
collateral. The Fund may incur various fees and expenses in connection with bank
borrowings, including initial facility fees, ongoing commitment fees and
interest expenses. Loan agreements may include various covenants, including
restrictions on certain investment practices in which the Fund might otherwise
be permitted to engage. Bank borrowings constitute senior securities under the
1940 Act, and the Fund is required to maintain an asset coverage of at least
300% of the amount of any bank borrowing.

16
<PAGE> 102

DOLLAR ROLLS. Dollar rolls are transactions in which the Fund sells securities
for delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. During the roll period, the Fund foregoes principal and interest
paid on the securities. The Fund is compensated by the difference between the
current sales price and lower forward price for the future purchase (often
referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale. The Fund also could be compensated through the
receipt of fee income equivalent to a lower forward price. At the time the Fund
enters into a dollar roll, the Fund's custodian will segregate cash or liquid
securities having a value not less than the forward purchase price. Dollar rolls
will be considered borrowings and, accordingly, will be subject to the Fund's
33 1/3% limitation on borrowings.

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements with the same parties with whom it may enter into repurchase
agreements. Under a reverse repurchase agreement, the Fund sells securities and
agrees to repurchase them at a mutually agreed date and price. At the time the
Fund enters into a reverse repurchase agreement, an approved custodian will
segregate cash or liquid securities having a value not less than the repurchase
price (including accrued interest). Reverse repurchase agreements will be
considered borrowings and, accordingly, will be subject to the Fund's 33 1/3%
limitation on borrowings.

DEFENSIVE STRATEGIES. At times, conditions in the markets may, in the
Adviser's judgment, make pursuing the Fund's basic investment strategy
inconsistent with the best interests of its shareholders. At such times, the
Adviser may use alternative strategies primarily designed to reduce fluctuations
in the value of the Fund's assets. In implementing these "defensive" strategies,
the Fund may invest to a substantial degree in high-quality, short-term
obligations.

PORTFOLIO TURNOVER. Other than for tax purposes, frequency of portfolio
turnover generally will not be a limiting factor if the Fund considers it
advantageous to purchase or sell securities. A high rate of portfolio turnover
(100% or more) involves correspondingly greater brokerage commission expenses or
dealer costs than a lower rate, which expenses and costs must be borne by the
Fund and its shareholders. A high portfolio turnover rate may result in the
realization of more short-term capital gains taxable as ordinary income than if
the Fund had a lower portfolio turnover rate. The Fund's annual portfolio
turnover rate is shown in the table of "Financial Highlights."

INVESTMENT RESTRICTIONS. The Fund is subject to certain investment
restrictions set forth in the Statement of Additional Information which are
fundamental policies. These investment restrictions together with the Fund's
investment objectives cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities, as defined in the 1940
Act. The Fund's other investment policies are not fundamental and may be changed
without shareholder approval. See "Investment Policies and Restrictions" in the
Statement of Additional Information.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION. The Adviser is responsible
for decisions to buy and sell securities for the Fund, the selection of brokers
and dealers to effect the transactions and the negotiation of prices and any
brokerage commissions. The income securities in which the Fund may invest are
traded principally in the over-the-counter market. In the over-the-counter
market, securities generally are traded on a net basis with dealers acting as
principal for their own accounts without a stated commission, although the price
of the security usually includes a mark-up to the dealer. Securities purchased
in underwritten offerings generally include, in the price, a fixed amount of
compensation for the managers, underwriters and dealers. The Fund may also
purchase certain money market instruments directly from an issuer, in which case
no commissions or discounts are paid. Purchases and sales of bonds on a stock
exchange are effected through brokers who charge a commission for their
services.

The Adviser is responsible for effecting securities transactions of the Fund
and will do so in a manner deemed fair and reasonable to shareholders of the
Fund and not according to any formula. The Adviser's primary considerations in
selecting the manner of executing securities transactions for the Fund will be
prompt execution of orders, the size and breadth of the market for the security,
the reliability, integrity and financial condition and execution capability of
the firm, the size of and difficulty in executing the order, and the best net
price. There are many instances when, in the judgment of the Adviser, more than
one firm can offer comparable execution services. In selecting among such firms,
consideration may be given to those firms which supply research and other
services in addition to execution services. However, it is not the policy of the
Adviser, absent special circumstances, to pay higher commissions to a firm
because it has supplied such services. 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 brokerage firms
participating in the distribution of the Fund's shares if it reasonably believes
that the quality of execution and the commission are comparable to that
available from other qualified firms. See "Portfolio Transactions and Brokerage
Allocation" in the Statement of Additional Information for more information.

17
<PAGE> 103

- --------------------------------------------------------------------------------
INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

THE ADVISER. Van Kampen Investment Advisory Corp. (the "Adviser") is the
investment adviser for the Fund. 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 $50
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.

ADVISORY AGREEMENT. The business and affairs of the Fund are managed under the
direction of the Board of Trustees of the Trust, of which the Fund is a separate
series. Subject to the Trustees' authority, the Adviser and the officers of the
Fund supervise and implement the Fund's investment activities and are
responsible for overall management of the Fund's business affairs. The Fund pays
the Adviser a fee computed based on an annual rate applied to the average daily
managed assets of the Fund as follows:

<TABLE>
<CAPTION>
AVERAGE DAILY MANAGED ASSETS % PER ANNUM
---------------------------- -----------
<S> <C>
First $500 million.......................................... 0.75 of 1.00%
Next $500 million........................................... 0.70 of 1.00%
Over $1 billion............................................. 0.65 of 1.00%
</TABLE>

For purposes of determining the investment advisory fee, "average daily managed
assets" shall mean the average daily value of the Fund's aggregate assets, minus
the sum of accrued liabilities other than the aggregate amount of any borrowings
(whether from banks, through reverse repurchase agreements or dollar rolls, or
otherwise) undertaken by the Fund.

Under its investment advisory agreement, the Fund has agreed to assume and pay
the charges and expenses of the Fund's operations, including the compensation of
the Trustees of the Trust (other than those who are affiliated persons, as
defined in the 1940 Act, of the Adviser, the Distributor or Van Kampen), the
charges and expenses of independent accountants, legal counsel, transfer agent
(Van Kampen Investor Services Inc. ("Investor Services") a wholly-owned
subsidiary of Van Kampen) or dividend disbursing agent and the custodian
(including fees for safekeeping of securities), costs of calculating net asset
value, costs of acquiring and disposing of portfolio securities, interest (if
any) on obligations incurred by the Fund, costs of share certificates,
membership dues in the Investment Company Institute or any similar organization,
reports and notices to shareholders, costs of registering shares of the Fund
under the federal and state securities laws, miscellaneous expenses and all
taxes and fees to federal, state or other governmental agencies. The Adviser
reserves the right in its sole discretion from time to time to waive all or a
portion of its management fee or to reimburse the Fund for all or a portion of
its other expenses.

The Adviser may utilize at its own expense credit analysis, research and
trading support services provided by its affiliate, Van Kampen Asset Management
Inc.

PERSONAL INVESTMENT POLICIES. The Fund and the Adviser have adopted Codes of
Ethics designed to recognize the fiduciary relationship between the Fund and the
Adviser and its employees. The Codes of Ethics permit trustees, directors,
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 preclearance and other procedures designed to prevent
conflicts of interest.

PORTFOLIO MANAGEMENT. Robert J. Hickey, a Vice President of the Adviser, has
been primarily responsible for the day-to-day management of the Funds portfolio
since January 1995. Mr. Hickey joined the Adviser in 1989 and became Assistant

18
<PAGE> 104

Vice President in January 1993. Mr. Hickey has been a Vice President of the
Adviser and Van Kampen Asset Management Inc. since June 1995.

- --------------------------------------------------------------------------------
ALTERNATIVE SALES ARRANGEMENTS
- --------------------------------------------------------------------------------

The Alternative Sales Arrangements permit an investor to choose the method of
purchasing shares of the Fund that is most beneficial to the investor, taking
into account the amount of the purchase, the length of time the investor expects
to hold the shares, whether the investor wishes to receive dividends in cash or
to reinvest them in additional shares of the Fund, and other circumstances.
Investors should consider such factors together with the amount of sales charges
and the aggregate distribution and services fees with respect to each class of
shares that may be incurred over the anticipated duration of their investment in
the Fund.

Each class of shares represents an interest in the same portfolio of
investments of the Fund and has the same rights, except that (i) each class of
shares bears those sales charges, distribution fees, service fees and
administrative expenses applicable to the respective class of shares as a result
of its sales arrangements, (ii) generally, each class of shares has exclusive
voting rights with respect to those provisions of the Fund's Rule 12b-1
distribution plan which relate only to such class, (iii) each class of shares
has different exchange privileges, (iv) certain classes of shares have a
conversion feature and (v) certain classes of shares have different shareholder
service options available. Generally, a class of shares subject to a higher
ongoing distribution fee and service fee or subject to the conversion feature
will have a higher expense ratio and pay lower dividends than a class of shares
subject to a lower ongoing distribution and service fee or not subject to the
conversion feature. The per share net asset values of the different classes of
shares are expected to be substantially the same; from time to time, however,
the per share net asset values of the classes may differ. The net asset value
per share of each class of shares of the Fund will be determined as described in
this Prospectus under "Purchase of Shares -- Net Asset Value."

19
<PAGE> 105

shareholder reports, prospectuses and proxy statements to current shareholders
of a specific class; (iii) securities registration fees incurred by a class of
shares; (iv) the expense of administrative personnel and services as required to
support the shareholders of a specific class; (v) Trustees' fees or expense
incurred as a result of issues relating to one class of shares; (vi) accounting
expenses relating solely to one class of shares; and (vii) any other incremental
expenses subsequently identified that should be properly allocated to one or
more classes of shares. All such expenses incurred by a class will be borne on a
pro rata basis by the outstanding shares of such class. All allocations of
administrative expenses to a particular class of shares will be limited to the
extent necessary to preserve the Fund's qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code").
- --------------------------------------------------------------------------------
PURCHASE OF SHARES
- --------------------------------------------------------------------------------

The Fund's shares are offered at net asset value per share next computed after
an investor places an order to purchase with the investor's broker, dealer or
financial intermediary or with the Distributor, plus any applicable sales
charge. It is the responsibility of the investor's broker, dealer or financial
intermediary to transmit the order to the Distributor. Because the Fund
generally will determine net asset value once each business day as of the close
of business, purchase orders placed through an investor's broker, dealer or
financial intermediary must be transmitted to the Distributor by such broker,
dealer or financial intermediary prior to such time in order for the investor's
order to be fulfilled on the basis of the net asset value to be determined that
day. Any change in the purchase price due to the failure of the Distributor to
receive a purchase order prior to such time must be settled between the investor
and the broker, dealer or financial intermediary submitting the order.

The Distributor may from time to time implement programs under which a broker,
dealer or financial intermediary's sales force may be eligible to win nominal
awards for certain sales efforts or under which the Distributor will reallow to
any broker, dealer or financial intermediary 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
broker, dealer or financial intermediary 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 it, pay fees to, and sponsor business seminars
for, qualifying brokers, dealers or financial intermediaries 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 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. Such payments to brokers, dealers and financial intermediaries for
sales contests, other sales programs and seminars are made by the Distributor
out of its own assets and not out of the assets of the Fund. 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 the Fund will receive from such sale.

CLASS A SHARES

The public offering price of Class A Shares is equal to the net asset value
per share plus an initial sales charge which is a variable percentage of the
offering price depending upon the amount of the sale. The table below shows
total sales charges and dealer concessions reallowed to dealers and agency
commissions paid to brokers with respect to sales of Class A Shares. The sales
charge is allocated between the investor's broker, dealer or financial
intermediary and the Distributor. As indicated previously, at the discretion of
the Distributor, the entire sales charge may be reallowed to such broker, dealer
or financial intermediary. The staff of the SEC has taken the position that
brokers, dealers or financial intermediaries who

20
<PAGE> 106

receive 90% or more of the sales charge may be deemed to be "underwriters" as
that term is defined in the Securities Act of 1933, as amended.

SALES CHARGE TABLE

<TABLE>
<CAPTION>
DEALER
CONCESSION
OR AGENCY
TOTAL SALES CHARGE COMMISSION
------------------------- -----------
PERCENTAGE PERCENTAGE PERCENTAGE
SIZE OF TRANSACTION OF OFFERING OF NET OF OFFERING
AT OFFERING PRICE PRICE ASSET VALUE 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 by the Distributor to brokers, dealers and financial intermediaries
who initiate and are responsible for purchases of $1 million or more. See
"Purchase of Shares -- Deferred Sales Charge Alternatives".

QUANTITY DISCOUNTS

21
<PAGE> 107

the goal is not achieved within the 13-month period, the investor must pay the
difference between the sales charges applicable to the purchases made and the
sales charges previously paid. When an investor signs a Letter of Intent, shares
equal to at least 5% of the total purchase amount of the level selected will be
restricted from sale or redemption by the investor until the Letter of Intent is
satisfied or any additional sales charges have been paid; if the Letter of
Intent is not satisfied by the investor and any additional sales charges are not
paid, sufficient restricted shares will be redeemed by the Fund to pay such
charges. Additional information is contained in the application accompanying
this Prospectus.

OTHER PURCHASE PROGRAMS

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 a net asset value 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 broker, dealer or
financial intermediary, if any, through which such participation in the
qualifying program was initiated 0.50% of the offering price as a dealer
concession or agency commission. Persons desiring more information with respect
to this program, including the applicable terms and conditions thereof, should
contact their broker, dealer, financial intermediary or the Distributor.

(1) Current or retired trustees or directors of funds advised by the Adviser
or Van Kampen Asset Management Inc. and such persons' families and their
beneficial accounts.

22
<PAGE> 108

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.

(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 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 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 served as custodian will not be
eligible for net asset value purchases based on the aggregate investment
made by the plan or the number of eligible employees, except under certain
uniform criteria established by the Distributor from time to time. Prior
to February 1, 1997, a commission will be paid to authorized dealers who
initiate and are responsible for such purchases within a rolling
twelve-month period as follows: 1.00% on sales to $5 million, plus 0.50%
on the next $5 million and 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 and 0.25% on the excess over $50
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 brokers, dealers or financial intermediaries as described above or
directly with Investor Services, 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 broker, dealer or financial intermediary 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. The
brokers, dealers or financial intermediaries 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.

23
<PAGE> 109

DEFERRED SALES CHARGE ALTERNATIVES

Investors choosing the deferred sales charge alternative may purchase Class A
Shares in an amount of $1 million or more, Class B Shares or Class C Shares. The
public offering price of a CDSC Share is equal to the net asset value per share
without the imposition of a sales charge at the time of purchase. CDSC Shares
are sold without an initial sales charge so that the Fund may invest the full
amount of the investor's purchase payment.

CDSC Shares redeemed within a specified period of time generally will be
subject to a CDSC at the rates set forth below charged as a percentage of the
dollar amount subject thereto. The amount of the CDSC will vary depending on (i)
the class of CDSC Shares to which such shares belong and (ii) the number of
years from the time of payment for the purchase of the CDSC Shares until the
time of their redemption. The charge will be assessed on an amount equal to the
lesser of the then current market value or the original purchase price of the
CDSC Shares being redeemed. Accordingly, no sales charge will be imposed on
increases in net asset value above the initial purchase price. In addition, no
CDSC will be assessed on CDSC Shares derived from reinvestment of dividends or
capital gains distributions. Solely for purposes of determining the number of
years from the time of any payment for the purchase of CDSC Shares, all payments
during a month will be aggregated and deemed to have been made on the last day
of the month. The CDSC schedule and holding period applicable to any CDSC Share
acquired through the exchange privilege is determined by reference to the
Participating Fund from which such share was originally purchased.

To provide an example, assume an investor purchased 100 Class B 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 Class B Shares upon dividend reinvestment. If at such time the
investor makes his first redemption of 50 shares (proceeds of $600), 10 shares
will not be subject to the 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 will be charged at a rate of
3.75% (the applicable rate in the second year after purchase).

Proceeds from the CDSC and the distribution fee applicable to a class of CDSC
Shares are paid to the Distributor and are used by the Distributor to defray its
expenses related to providing distribution related services to the Fund in
connection with the sale of shares of such class of CDSC Shares, such as the
payment of compensation to selected dealers and agents for selling such shares.
The combination of the CDSC and the distribution fee facilitates the ability of
the Fund to sell CDSC Shares without a sales charge being deducted at the time
of purchase. A commission or transaction fee will generally be paid by the
Distributor at the time of purchase out of the Distributor's own assets (and not
out of the Fund's assets) to brokers, dealers and financial intermediaries
participating in the continuous public offering of the CDSC Shares at a
percentage rate of the dollar value of the CDSC Shares purchased from the Fund
by such brokers, dealers and financial intermediaries, which percentage rate is
equal to (i) with respect to Class A Shares, 1.00% on sales to $2 million, plus
0.80% on the next $1 million and 0.50% on the excess over $3 million; (ii) 4.00%
with respect to Class B Shares and (iii) 1.00% with respect to Class C Shares.
Such compensation will not change the price an investor will pay for CDSC Shares
or the amount that the Fund will receive from such sale. Brokers, dealers and
financial intermediaries 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
generally annually commencing in the second year after purchase.

24
<PAGE> 110

CLASS B SHARES. Class B Shares redeemed within six years of purchase generally
will be subject to a CDSC at the rates set forth below, charged as a percentage
of the dollar amount subject thereto:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
AS A PERCENTAGE OF
YEAR SINCE PURCHASE DOLLAR AMOUNT SUBJECT TO CHARGE
- ------------------- --------------------------------
<S> <C> <C>
First........................................................................... 4.00%
Second.................................................................... 3.75%
Third..................................................................... 3.50%
Fourth.................................................................... 2.50%
Fifth..................................................................... 1.50%
Sixth..................................................................... 1.00%
Seventh and after......................................................... 0.00%
</TABLE>

The CDSC generally is waived on redemptions of Class B Shares made pursuant to
the Systematic Withdrawal Plan. See "Shareholder Services -- Systematic
Withdrawal Plan."

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 CDSC Share acquired through the
exchange privilege is determined by reference to the Participating Fund from
which such share originally was purchased.

NET ASSET VALUE

The net asset value per share of the Fund will be determined separately for
each class of shares. The net asset value per share of a given class of shares
of the Fund is determined by calculating the total value of the Fund's assets
attributable to such class of shares, deducting its total liabilities
attributable to such class of shares, and dividing the result by the number of
shares of such class outstanding. The net asset value for the Fund is computed
once daily as of 5:00 p.m. Eastern time Monday through Friday, except on
customary business holidays, or except on any day on which no purchase or
redemption orders are received, or there is not a sufficient degree of trading
in the Fund's portfolio securities such that the Fund's net asset value per
share might be materially affected. The Fund reserves the right to calculate the
net asset value and to adjust the public offering price based thereon more
frequently than once a day if deemed desirable. The net asset value per share of
the different classes of shares are expected to be substantially the same; from
time to time, however, the per share net asset value of the different classes of
shares may differ.

25
<PAGE> 111

Portfolio securities are valued by using market quotations, prices provided by
market makers or estimates of market values obtained from yield data relating to
instruments or securities with similar characteristics in accordance with
procedures established in good faith by the Board of Trustees of the Trust, of
which the Fund is a series. Securities with remaining maturities of 60 days or
less are valued at amortized cost when amortized cost is determined in good
faith by or under the direction of the Board of Trustees of the Trust to be
representative of the fair value at which it is expected such securities may be
resold. Any securities or other assets for which current market quotations are
not readily available are valued at their fair value as determined in good faith
under procedures established by and under the general supervision of the Board
of Trustees of the Trust.

- --------------------------------------------------------------------------------
SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

26
<PAGE> 112

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

When Class B Shares and Class C Shares are exchanged among Participating
Funds, the holding period for purposes of computing the CDSC is based upon the
date of the initial purchase of such shares from a Participating Fund. If such
Class B Shares or Class C Shares are redeemed and not exchanged for shares of
another Participating Fund, such Class B Shares and Class C Shares are subject
to the CDSC schedule imposed by the Participating Fund from which such shares
were originally purchased.

27
<PAGE> 113

instructions may establish a quarterly, semi-annual 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 taxable gain or loss will be recognized. The plan
holder 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 purchasing shares for a retirement plan established on
a form made available by the Fund. See "Shareholder Services -- Retirement
Plans."

- --------------------------------------------------------------------------------
REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

28
<PAGE> 114

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. The redemption price is the net asset value
per share next determined after the request is received by Investor Services in
proper form. Payment for shares redeemed (less any sales charge, if applicable)
will ordinarily be made by check mailed within three business days after
acceptance by Investor Services of the request and any other necessary documents
in proper order.

29
<PAGE> 115

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 death or the initial determination
of disability.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS
- --------------------------------------------------------------------------------

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 connection with the distribution of Class B 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 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.

30
<PAGE> 116

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 Distributor's actual distribution-related expenses with respect to a class
of CDSC Shares (for purposes of this section, excluding any Class A Shares that
may be subject to a CDSC) for any given year may exceed the amounts payable to
the Distributor with respect to such class of CDSC 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 CDSC Shares, any unreimbursed
distribution-related 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 CDSC Share
may be greater or less than the amount of the initial commission (including
carrying cost) paid by the Distributor with respect to such CDSC Share. In such
circumstances, a shareholder of such CDSC Share may be deemed to incur expenses
attributable to other shareholders of such class. As of June 30, 1998, there
were $2,351,723 and $3,678 of unreimbursed distribution-related expenses with
respect to Class B Shares and Class C Shares representing 3.09% and 0.09% 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 CDSC.

Because the Fund is a series of the Trust, amounts paid to the Distributor as
reimbursement for expenses of one series of the Trust may indirectly benefit the
other funds which are series of the Trust. The Distributor will endeavor to
allocate such expenses among such funds in an equitable manner. 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
- --------------------------------------------------------------------------------

The Fund's present policy, which may be changed at any time by the Board of
Trustees, is to declare distributions on a daily basis and to pay such
distributions from net investment income and principal attributable to each
respective class of shares of the Fund on a monthly basis. The Fund may at times
pay out less than the entire amount of net investment income earned in any
particular period and may at times pay out such accumulated undistributed income
in addition to net investment income earned in other periods in order to permit
the Fund to maintain a more stable level of distributions to shareholders. As a
result, the distributions paid by the Fund for any particular period may be more
or less than the amount of net investment income earned by the Fund during such
period. Net investment income consists of all interest income, dividends, other
ordinary income earned by the Fund on its portfolio assets and net short-term
capital gains, less all expenses of the Fund (including any interest payments
required with respect to any borrowings by the Fund) attributable to the class
of shares in question. Expenses of the Fund are accrued each day. Net realized
long-term capital gains, if any, are expected to be distributed, to the extent
permitted by applicable law, to shareholders at least annually. Distributions
cannot be assured, and the amount of each monthly distribution may vary.

31
<PAGE> 117

PURCHASE OF ADDITIONAL SHARES WITH DISTRIBUTIONS. The Fund automatically will
credit distributions to a shareholder's account in additional shares of the Fund
valued at net asset value per share, without a sales charge. Unless a
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. See "Shareholder
Services -- Reinvestment Plan."

- --------------------------------------------------------------------------------
TAX STATUS
- --------------------------------------------------------------------------------

FEDERAL INCOME TAXATION. The Fund has elected and qualified, and intends to
continue to qualify each year, to be treated as a regulated investment company
under Subchapter M of the Code. If the Fund so qualifies and distributes each
year to its shareholders at least 90% of its net investment income (which
includes tax-exempt 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) in each year, it will not be required to pay federal income
taxes on any income distributed to shareholders. The Fund will not be subject to
federal income tax on any net capital gains distributed to shareholders.

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. 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 the 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.

DISTRIBUTIONS. Distributions of the Fund's net investment income are taxable
to shareholders as ordinary income to the extent of the Fund's earnings and
profits, whether paid in cash or reinvested in additional shares. Distributions
of the Fund's net capital gains ("capital gain dividends"), if any, are taxable
to shareholders at the rates applicable to long-term capital gains regardless of
the length of time shares of the Fund have been held by such shareholders.
Distributions in excess of the Fund's earnings and profits will first reduce the
adjusted tax basis of a holder's shares and, after such adjusted tax basis is
reduced to zero, will constitute capital gains to such holder (assuming such
shares are held as a capital asset). For a summary of the tax rates applicable
to capital gains (including capital gain dividends), see "Capital Gains Rates"
below. The Fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year. Distributions from
the Fund generally will not be eligible for the dividends received deduction for
corporations.

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.

32
<PAGE> 118

withholding tax on certain distributions (whether received in cash or shares) at
a rate of 30% or such lower rate as prescribed by an applicable income tax
treaty.

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

CAPITAL GAINS RATES UNDER THE 1997 TAX ACT. The maximum tax rate applicable to
net capital gains recognized by individuals and other non-corporate taxpayers is
(i) the same as the maximum ordinary income rate for capital assets held for one
year or less or (ii) 20% for capital assets held for more than one year.

GENERAL. The federal income tax discussion set forth above is for general
information only and is qualified by reference to additional information
contained in the Statement of Additional Information. 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 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 is determined by annualizing the
distributions per share for a stated period and dividing the result by the
public offering price for the same period. It 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.

33
<PAGE> 119

- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF THE FUND
- --------------------------------------------------------------------------------

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, designated Class A Shares, Class B
Shares and Class C Shares. The Fund is permitted to issue an unlimited number of
classes of shares. Other classes may be established from time to time in
accordance with the Fund's Declaration of Trust.

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 share
of the Fund is entitled to its pro rata 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 expenses, the liquidation proceeds to
holders of Class B Shares and Class C Shares are likely to be lower than to
holders of Class A Shares.

The Trust'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 held to his or her 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
- --------------------------------------------------------------------------------

34
<PAGE> 120

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) 341-2911.

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 STRATEGIC

INCOME FUND
One Parkview Plaza
Oakbrook Terrace, IL 60181

Investment Adviser

VAN KAMPEN INVESTMENT

ADVISORY CORP.
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 Strategic Income Fund

Custodian
STATE STREET BANK AND
TRUST COMPANY
225 West Franklin Street, P.O. Box 1713
Boston, MA 02105-1713

Attn: Van Kampen Strategic Income Fund

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

Independent Accountants
KPMG PEAT MARWICK LLP
Peat Marwick Plaza
303 East Wacker Drive
Chicago, IL 60601
<PAGE> 121

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

STRATEGIC INCOME
FUND

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

P R O S P E C T U S

OCTOBER 28, 1998

[VAN KAMPEN FUNDS LOGO]

SIF PRO 10/98

<PAGE> 122

STATEMENT OF ADDITIONAL INFORMATION

VAN KAMPEN HIGH YIELD FUND

Van Kampen High Yield Fund (the "Fund") is a separate, diversified series of
Van Kampen Trust (the "Trust"), an open-end management investment company. The
Fund's primary investment objective is to provide a high level of current
income. As a secondary objective, the Fund seeks capital appreciation. The Fund
will attempt to achieve its investment objectives through investment primarily
in a diversified portfolio of medium and lower grade domestic corporate debt
securities. There is no assurance that the Fund will achieve its investment
objective.

This Statement of Additional Information is not a prospectus but should be
read in conjunction with the current Prospectus for the Fund dated the date
hereof (the "Prospectus"). This Statement of Additional Information does not
include all the information that a prospective investor should consider before
purchasing shares of the Fund, and investors should obtain and read the
Prospectus prior to purchasing shares. A copy of the Prospectus may be obtained
without charge by writing or calling Van Kampen Funds, Inc. at One Parkview
Plaza, Oakbrook Terrace, Illinois 60181 or (800) 341-2911 ((800) 421-2833 for
the hearing impaired). This Statement of Additional Information incorporates by
reference the entire Prospectus.

The Prospectus and this Statement of Additional Information omit certain of
the information contained in the registration statement filed with the
Securities and Exchange Commission, Washington, D.C. (the "SEC") These items may
be obtained from the SEC upon payment of the fee prescribed, or inspected at the
SEC's office at no charge.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Fund and the Trust...................................... B-2
Investment Policies and Restrictions........................ B-3
Additional Investment Considerations........................ B-4
Trustees and Officers....................................... B-13
Legal Counsel............................................... B-22
Transfer Agency............................................. B-22
Investment Advisory and Other Services...................... B-22
Custodian and Independent Accountants....................... B-24
Portfolio Transactions and Brokerage Allocation............. B-24
Tax Status of the Fund...................................... B-25
The Distributor............................................. B-25
Distribution and Service Plans.............................. B-26
Performance Information..................................... B-27
Report of Independent Accountants........................... B-30
Financial Statements........................................ B-31
Notes to the Financial Statements........................... B-44
</TABLE>

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED OCTOBER 28, 1998.

<PAGE> 123

THE FUND AND THE TRUST

The Fund is a separate, diversified series of Van Kampen Trust (the "Trust"),
an open-end management investment company. At present, the Fund, Van Kampen
Short-Term Global Income Fund and Van Kampen Strategic Income Fund are the only
series of the Trust, although other series may be organized and offered in the
future. Each series of the Trust will be treated as a separate corporation for
Federal income tax purposes.

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

The Trust is an unincorporated business trust established under the laws of
the State of Delaware by an Agreement and Declaration of Trust (the "Declaration
of Trust") dated as of May 10, 1995. The Declaration of Trust permits the
Trustees to create one or more separate investment portfolios and issue a series
of shares for each portfolio. The trustees can further sub-divide each series of
shares into one or more classes of shares for each portfolio. The Trust can
issue an unlimited number of full and fractional shares, par value $0.01 per
share (prior to July 31, 1995, the shares had no par value). Each share
represents an equal proportionate interest in the assets of the series with each
other share in such series and no interest in any other series. No series is
subject to the liabilities of any other series. The Declaration of Trust
provides that shareholders are not liable for any liabilities of the Trust or
any of its series, requires inclusion of a clause to that effect in every
agreement entered into by the Trust or any of its series and indemnifies
shareholders against any such liability.

Shares of the Trust entitle their holders to one vote per share; however,
separate votes are taken by each series on matters affecting an individual
series. For example, a change in investment policy for a series would be voted
upon by shareholders of only the series involved. Except as described in the
Prospectus, shares do not have cumulative voting rights, preemptive rights or
any conversion or exchange rights. The Trust does not contemplate holding
regular meetings of shareholders to elect Trustees or otherwise. However, the
holders of 10% or more of the outstanding shares may by written request require
a meeting to consider the removal of Trustees by a vote of two-thirds of the
shares then outstanding cast in person or by proxy at such meeting. The Trust
will assist such holders in communicating with other shareholders of the Fund to
the extent required by the Investment Company Act of 1940, as amended (the "1940
Act").

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

The Trust originally was organized as the Van Kampen Merritt Trust, a
Massachusetts business trust created by a Declaration of Trust dated March 14,
1986 (the "Massachusetts Trust"). The Massachusetts Trust was reorganized into
the Trust under the name Van Kampen American Capital Trust on July 31, 1995
pursuant to an Agreement and Plan of Reorganization and Liquidation. The Trust
was formed pursuant to an Agreement and Declaration of Trust dated May 10, 1995
for the purpose of facilitating the Massachusetts Trust's reorganization into a
Delaware business trust. The Trust filed a Certificate of Trust with the
Delaware Secretary of State on July 28, 1995. On July 14, 1998, the Trust
adopted its current name.

The Fund originally was organized, under the name Van Kampen Merritt High
Yield Fund, as a sub-trust of the Massachusetts Trust. In connection with the
Massachusetts Trust's reorganization into a Delaware business trust, the Fund
was reorganized into a series of the Trust and renamed Van Kampen American
Capital High Yield Fund. On July 14, 1998, the Fund adopted its current name.

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of such contract or other document filed as an exhibit to the Registration
Statement of which this Statement of Additional Information forms as part, each
such statement being qualified in all respects by such reference.

INVESTMENT POLICIES AND RESTRICTIONS

The following information supplements the information provided in the
Prospectus under the headings "Investment Objectives and Policies" and
"Investment Practices."

Fundamental investment restrictions limiting the investments of the Fund
provide that the Fund may not:

1. Purchase any securities (other than obligations issued or guaranteed by
the United States Government or by its instrumentalities) if, as a result,
more than 5% of the Fund's total assets (taken at current value) would
then be invested in securities of a single issuer or, if, as a result, the
Fund would hold more than 10% of the outstanding voting securities of an
issuer; except that up to 25% of the Fund's total assets may be invested
without regard to such limitations, and except that the Fund may purchase
securities of other investment companies without regard to such
limitations to the extent permitted by (i) the 1940 Act, as amended from
time to time, (ii) the rules and regulations promulgated by the SEC under
the 1940 Act, as amended from time to time, or (iii) an exemption or other
relief from the provisions of the 1940 Act.

2. Invest more than 25% of its assets in a single industry. (Neither the U.S.
Government nor any of its agencies or instrumentalities will be considered
an industry for purposes of this restriction.)

3. Borrow money, except for temporary purposes from banks or in reverse
repurchase transactions as described in the Statement of Additional
Information and then in amounts not in excess of 5% of the total asset
value of the Fund, or mortgage, pledge, or hypothecate any assets except
in connection with a borrowing and in amounts not in excess of 10% of the
total asset value of the Fund. Borrowings may not be made for investment
leverage, but only to enable the Fund to satisfy redemption requests where
liquidation of portfolio securities is considered disadvantageous or
inconvenient. In this connection, the Fund will not purchase portfolio
securities during any period that such borrowings exceed 5% of the total
asset value of the Fund. Notwithstanding this investment restriction, the
Fund may enter into "when issued" and "delayed delivery" transactions as
described in the Prospectus.

4. Make loans, except that the Fund may purchase or hold debt obligations in
accordance with the investment restrictions set forth in paragraph 1
above, may enter into repurchase agreements, and may lend its portfolio
securities against collateral consisting of cash or of securities issued
or guaranteed by the U.S. Government or its agencies, which collateral is
equal at all times to at least 100% of the value of the securities loaned,
including accrued interest.

5. Sell any securities "short", unless at all times when a short position is
open the Fund owns an equal amount of the securities or of securities
convertible into, or exchangeable without further consideration for,
securities of the same issue as the securities sold short.

6. Write, purchase, or sell puts, calls or combinations thereof, or purchase
or sell interest rate futures contracts or related options, except that
the Fund may write covered call options with respect to its portfolio
securities and enter into closing purchase transactions with respect to
such options, to a maximum of 25% of its net assets and except that the
Fund may invest in hedging instruments as described in the Prospectus and
the Statement of Additional Information from time to time.

7. Act as an underwriter of securities, except to the extent the Fund may be
deemed to be an underwriter in connection with the sale of securities held
in its portfolio.

8. Make investments for the purpose of exercising control or management,
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.

9. Invest in securities issued by other investment companies except as part
of a merger, reorganization or other acquisition and extent permitted by
(i) the 1940 Act, as amended from time to time, (ii) the

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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.

10. Invest in interests in oil, gas, or other mineral exploration or
development programs.

11. Purchase or sell real estate, commodities, or commodity contracts, except
for investments in hedging instruments as described in the Prospectus and
this Statement of Additional Information from time to time.

The Fund may not change any of these investment restrictions nor any other
fundamental policy without the approval of the lesser of (i) more than 50% of
the Fund's outstanding voting securities or (ii) 67% of the Fund's shares
present at a meeting at which the holders of more than 50% of the outstanding
shares are present in person or by proxy. As long as the percentage restrictions
described above are satisfied at the time of the investment or borrowing, the
Fund will be considered to have abided by those restrictions even if, at a later
time, a change in values or net assets causes an increase or decrease in
percentage beyond that allowed.

The Fund may invest up to 15% of its total assets in illiquid securities,
which generally includes securities the disposition of which is subject to
substantial legal or contractual restrictions on resale and securities that are
not readily marketable. The sale of such securities often requires more time and
results in higher brokerage charges or dealer discounts and other selling
expenses than does the sale of securities eligible for trading on national
securities exchanges or in the over-the-counter markets. Restricted securities
may sell at a price lower than similar securities that are not subject to
restrictions on resale. Restricted securities salable among qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended, that are determined to be liquid by the Adviser under guidelines
adopted by the Board of Trustees of the Trust (under which guidelines the
Adviser will consider factors such as trading activities and the availability of
price quotations) will not be treated as illiquid or restricted securities by
the Fund for purposes of the limitation set forth above. The Fund's policy with
respect to investment in illiquid and restricted securities is not a fundamental
policy and may be changed by the Board of Trustees, in consultation with the
adviser, without obtaining shareholder approval. Also excluded from this
limitation set forth above are securities purchased by the Fund issued by 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.

ADDITIONAL INVESTMENT CONSIDERATIONS

MEDIUM AND LOWER GRADE DEBT SECURITIES

Discussion concerning the special risk factors of the Fund's investments in
medium and lower grade debt securities appears in the Prospectus under the
heading "Investment Objective and Policies--Special Risk Considerations
Regarding Medium and Lower Grade Debt Securities." Other corporate debt
securities which may also be acquired by the Fund include preferred stocks and
all types of debt obligations having varying terms with respect to security or
credit support, subordination, purchase price, interest payments and maturity.
Such obligations may include, for example, bonds, debentures, notes, mortgage-
or other asset-backed instruments, equipment lease or trust participation
certificates, conditional sales contracts, commercial paper and obligations
issued or guaranteed by the United States government or any of its political
subdivisions, agencies or instrumentalities (including obligations, such as
repurchase agreements, secured by such instruments). Mortgage-backed securities
are securities that directly or indirectly represent a participation in, or are
secured and payable from, mortgage loans secured by real property. The Fund will
not invest in mortgage-backed residual interests. Asset-backed securities have
structural characteristics similar to mortgage-backed securities, but have
underlying assets, such as accounts receivable, that are not mortgage loans or
interests in mortgage loans. Participation certificates are issued by obligors
to finance the acquisition of equipment and facilities and may represent
participations in a lease, an installment purchase contract or a conditional
sales contract. Most debt securities in which the Fund will invest will bear
interest at fixed rates. However, the Fund reserves the right to invest without
limitation in corporate debt securities that have variable rates of interest or
involve equity features, such as contingent interest or participation based on
revenues, sales or profits (i.e., interest or other payments, often in addition
to a fixed rate of return, that are based on the borrower's

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attainment of specified levels of revenues, sales or profits and thus enable the
holder of the security to share in the potential success of the venture).
Corporate debt securities consisting of preferred stocks may have cumulative or
non-cumulative dividend rights. To the extent the Fund invests in non-cumulative
preferred stocks, the Fund's ability to achieve its investment objective of high
current income may be affected adversely. In connection with its investments in
corporate debt securities, the Fund also may invest in equity securities,
including warrants and common stocks. No more than 5% of the Fund's assets will
be invested in such equity securities. The Fund also may invest in convertible
securities, zero coupon securities and payment-in-kind securities.

OTHER INVESTMENT STRATEGIES

The Fund may, but is not required to, utilize various other investment
strategies as described below to hedge various market risks (such as interest
rates and currency exchange rates), to manage the effective maturity or duration
of securities or portfolios or to enhance potential gain. Such strategies are
generally accepted by modern portfolio managers and are regularly utilized by
many mutual funds and other institutional investors. Techniques and instruments
may change over time as new instruments and strategies are developed or
regulatory changes occur.

STRATEGIC TRANSACTIONS. In the course of pursuing these investment strategies,
the Fund may purchase and sell derivative instruments such as exchange-listed
and over-the-counter put and call options on securities, financial futures,
interest rate indices and other financial instruments, purchase and sell
financial futures contracts, enter into various interest rate transactions such
as swaps, caps, floors or collars, and enter into various currency transactions
such as currency forward contracts, currency futures contracts, currency swaps
or options on currency or currency futures (collectively, all the above are
called "Strategic Transactions"). Strategic Transactions may be used to attempt
to protect against possible changes in the market value of securities held in or
to be purchased for the Fund's portfolio resulting from securities markets or
currency exchange rate fluctuations, to protect the Fund's unrealized gains in
the value of its portfolio securities, to facilitate the sale of such securities
for investment purposes, to manage the effective maturity or duration of the
Fund's portfolio, or to establish a position as a temporary substitute for
purchasing or selling particular securities. The Fund may sell options on
securities the Fund owns or has the right to purchase without additional
payments, up to a maximum of 25% of the Fund's net assets, for non-hedging
purposes. Any or all of these investment techniques may be used at any time and
there is no particular strategy that dictates the use of one technique rather
than another, as use of any Strategic Transaction is a function of numerous
variables including market conditions. The ability of the Fund to utilize these
Strategic Transactions successfully will depend on the Adviser's ability to
predict pertinent market movements, which cannot be assured. The Fund will
comply with applicable regulatory requirements when implementing these
strategies, techniques and instruments. Strategic Transactions involving
financial futures and options thereon will be purchased, sold or entered into
only for bona fide hedging, risk management or portfolio management purposes and
not for speculative purposes.

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the hedged position, at the same time they tend to limit any potential gain
which might result from an increase in value of such position. Finally, the
daily variation margin requirements for futures contracts would create a greater
ongoing potential financial risk than would purchases of options, where the
exposure is limited to the cost of the initial premium. Losses resulting from
the use of Strategic Transactions would reduce net asset value, and possibly
income, and such losses can be greater than if the Strategic Transactions had
not been utilized.

GENERAL CHARACTERISTICS OF OPTIONS. Put options and call options typically
have similar structural characteristics and operational mechanics regardless of
the underlying instrument on which they are purchased or sold. Thus, the
following general discussion relates to each of the particular types of options
discussed in greater detail below. In addition, many Strategic Transactions
involving options require segregation of Fund assets in special accounts, as
described below under "Use of Segregated and Other Special Accounts."

A put option gives the purchaser of the option, upon payment of a premium, the
right to sell, and the writer the obligation to buy, the underlying security,
commodity, index, currency or other instrument at the exercise price. For
instance, the Fund's purchase of a put option on a security might be designed to
protect its holdings in the underlying instrument (or, in some cases, a similar
instrument) against a substantial decline in the market value by giving the Fund
the right to sell such instrument at the option exercise price. A call option,
upon payment of a premium, gives the purchaser of the option the right to buy,
and the seller the obligation to sell, the underlying instrument at the exercise
price. The Fund's purchase of a call option on a security, financial future,
index, currency or other instrument might be intended to protect the Fund
against an increase in the price of the underlying instrument that it intends to
purchase in the future by fixing the price at which it may purchase such
instrument. An American style put or call option may be exercised at any time
during the option period while a European style put or call option may be
exercised only upon expiration or during a fixed period prior thereto. The Fund
is authorized to purchase and sell exchange listed options and over-the-counter
options ("OTC options"). Exchange listed options are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"), which guarantees
the performance of the obligations of the parties to such options. The
discussion below uses the OCC as a paradigm, but is also applicable to other
financial intermediaries.

With certain exceptions, OCC issued and exchange listed options generally
settle by physical delivery of the underlying security or currency, although in
the future cash settlement may become available. Index options and Eurodollar
instruments are cash settled for the net amount, if any, to the extent the
option is "in-the-money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option is exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.

The Fund's ability to close out its position as a purchaser or seller of an
OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

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

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options, which generally have standardized terms and performance mechanics, all
the terms of an OTC option, including such terms as method of settlement, term,
exercise price, premium, guaranties and security, are set by negotiation of the
parties. The Fund will only enter into OTC options that have a buy-back
provision permitting the Fund to require the Counterparty to buy back the option
at a formula price within seven days. The Fund expects generally to enter into
OTC options that have cash settlement provisions, although it is not required to
do so.

Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with the Fund or fails to make a cash settlement
payment due in accordance with the terms of the option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Adviser must assess the creditworthiness of each
such Counterparty or any guarantor or credit enhancement of the Counterparty's
credit to determine the likelihood that the terms of the OTC option will be
satisfied. The Fund will engage in OTC option transactions only with United
States government securities dealers recognized by the Federal Reserve Bank in
New York as "primary dealers", broker dealers, domestic or foreign banks or
other financial institutions which have received a short-term credit rating of
A-1 from S&P or P-1 from Moody's or any equivalent rating from any other
nationally recognized statistical rating organization ("NRSRO"). The staff of
the SEC currently takes the position that the amount of the Fund's obligation
pursuant to an OTC option is illiquid, and is subject to the Fund's limitation
on investing no more than 15% of its assets in illiquid instruments.

If the Fund sells a call option, the premium that it receives may serve as a
partial hedge, to the extent of the option premium, against a decrease in the
value of the underlying securities or instruments in its portfolio or will
increase the Fund's income. The sale of put options can also provide income.

The Fund may purchase and sell for hedging purposes call options on U.S.
Treasury and agency securities, foreign sovereign debt, mortgage-backed
securities, corporate debt securities and foreign debt securities that are
traded on U.S. and foreign securities exchanges and in the over-the-counter
markets and related futures on such securities other than futures on individual
corporate debt securities. All calls sold by the Fund must be "covered" (i.e.,
the Fund must own the securities or futures contract subject to the call) or
must meet the asset segregation requirements described below as long as the call
is outstanding. Even though the Fund will receive the option premium to help
protect it against loss, a call sold by the Fund exposes the Fund during the
term of the option to possible loss of opportunity to realize appreciation in
the market price of the underlying security and may require the Fund to hold a
security which it might otherwise have sold. In selling calls on securities not
owned by the Fund, the Fund may be required to acquire the underlying security
at a disadvantageous price in order to satisfy its obligation with respect to
the call option. The Fund may sell options on securities the Fund owns or has
the right to purchase without additional payments, up to a maximum of 25% of the
Fund's net assets, for non-hedging purposes.

The Fund may purchase and sell for hedging purposes put options that relate to
U.S. Government Securities, Mortgage-Backed Securities, corporate debt
securities, foreign sovereign debt and foreign debt securities (whether or not
it holds the above securities in its portfolio) or futures on such securities
other than futures on individual corporate debt and individual equity
securities. In selling put options, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.

GENERAL CHARACTERISTICS OF FUTURES. The Fund may purchase and sell financial
futures contracts or purchase put and call options on such futures as a hedge
against anticipated interest rate, currency market changes, for duration
management and for risk management purposes. Futures generally are bought and
sold on the commodities exchanges where they are listed with payment of initial
and variation margin as described below. The sale of a futures contract creates
a firm obligation by the Fund, as seller, to deliver the specific type of
financial instrument called for in the contract at a specific future time for a
specified price (or, with respect to index futures and Eurodollar instruments,
the net cash amount). Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right in return for the premium paid to assume a position in a futures contract.

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Commission and will be entered into only for bona fide hedging, risk management
(including duration management) or other portfolio management purposes.
Typically, maintaining a futures contract or selling an option thereon requires
the Fund to deposit with a financial intermediary as security for its
obligations an amount of cash or other specified assets (initial margin) which
initially is typically 1% to 10% of the face amount of the contract (but may be
higher in some circumstances). Additional cash or assets (variation margin) may
be required to be deposited thereafter on a daily basis as the mark to market
value of the contract fluctuates. The purchase of options on financial futures
involves payment of a premium for the option without any further obligation on
the part of the Fund. If the Fund exercises an option on a futures contract it
will be obligated to post initial margin (and potential subsequent variation
margin) for the resulting futures position just as it would for any position.
Futures contracts and options thereon are generally settled by entering into an
offsetting transaction but there can be no assurance that the position will be
offset prior to settlement and that delivery will not occur.

The Fund will not enter into a futures contract or related option (except for
closing transactions) for other than bona fide hedging purposes if, immediately
thereafter, the sum of the amount of its initial margin and premiums on open
futures contracts and options thereon would exceed 5% of the Fund's total assets
(taken at current value); however, in the case of an option that is in-the-money
at the time of the purchase, the in-the-money amount may be excluded in
calculating the 5% limitation. Certain state securities laws to which the Fund
may be subject may further restrict the Fund's ability to engage in futures
contracts and related options. The segregation requirements with respect to
futures and options thereon are described below.

OPTIONS ON SECURITIES INDICES AND OTHER FINANCIAL INDICES. The Fund also may
purchase and sell call and put options on securities indices and other financial
indices and, in so doing can achieve many of the same objectives it would
achieve through the sale or purchase of options on individual securities or
other instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.

CURRENCY TRANSACTIONS. The Fund may engage in currency transactions with
Counterparties in order to hedge the value of currencies against fluctuations in
relative value. Currency transactions include forward currency contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. A currency swap is an agreement to exchange cash flows based on the
notional difference among two or more currencies and operates similarly to an
interest rate swap, which is described below. The Fund may enter into currency
transactions with Counterparties rated A-1 or P-1 by S&P or Moody's,
respectively, or that have an equivalent rating from an NRSRO or (except for OTC
options) are determined to be of equivalent credit quality by the Adviser.

The Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction with
respect to specific assets or liabilities of the Fund, which will generally
arise in connection with the purchase or sale of its portfolio securities.
Position hedging is entering into a currency transaction with respect to
portfolio security positions denominated or generally quoted in that currency.

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The Fund will not enter into a transaction to hedge currency exposure to an
extent greater, after netting all transactions intended to wholly or partially
offset other transactions, than the aggregate market value (at the time of
entering into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency
other than with respect to cross hedging and proxy hedging as described below.

The Fund may also cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or in which Fund expects to
have portfolio exposure.

To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Fund may also engage in proxy
hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, and to buy U.S. dollars. The amount of the contract
would not exceed the value of the Fund's securities denominated in linked
currencies. For example, if the Adviser considers the Austrian schilling is
linked to the German deutschemark (the "D-mark"), the Fund holds securities
denominated in Austrian schillings and the Adviser believes that the value of
schillings will decline against the U.S. dollar, the Adviser may enter into a
contract to sell D-marks and buy dollars, hedging involves some of the same
risks and considerations as other transactions with similar instruments.
Currency transactions can result in losses to the Fund if the currency being
hedged fluctuates in value to a degree or in a direction that is not
anticipated. Further, there is the risk that the perceived linkage between
various currencies may not be present or may not be present during the
particular time that the Fund is engaging in proxy hedging. If the Fund enters
into a currency hedging transaction, the Fund will comply with the asset
segregation requirements described below.

RISKS OF CURRENCY TRANSACTIONS. Currency transactions are subject to risks
different from other transactions. Because currency control is of great
importance to the issuing governments and influences economic planning and
policy, purchases and sales of currency and related instruments can be
negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to the Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.

COMBINED TRANSACTIONS. The Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions, multiple
currency transactions (including forward currency contracts) and any combination
of futures, options and currency transactions ("component" transactions),
instead of a single Strategic Transaction, as part of a single or combined
strategy when, in the opinion of the Adviser, it is in the best interests of the
Fund to do so. A combined transaction will usually contain elements of risk that
are present in each of its component transactions. Although combined
transactions are normally entered into based on the Adviser's judgment that the
combined strategies will reduce risk or otherwise more effectively achieve the
desired portfolio management goal, it is possible that the combination will
instead increase such risks or hinder achievement of the portfolio management
objective.

B-9
<PAGE> 131

be obligated to pay. Interest rate swaps involve the exchange by the Fund with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.

The Fund may enter into swaps, caps, floors or collars on either an
asset-based or liability-based basis, depending on whether it is hedging its
assets or its liabilities, and will usually enter into swaps on a net basis,
i.e., the two payment streams are netted out in a cash settlement on the payment
date or dates specified in the instrument, with the Fund receiving or paying, as
the case may be, only the net amount of the two payments. Inasmuch as these
swaps, caps, floors and collars are entered into for good faith hedging
purposes, the Adviser and the Fund believe such obligations do not constitute
senior securities under the 1940 Act and, accordingly, will not treat them as
being subject to its borrowing restrictions. The Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the Counterparty, combined with any
credit enhancements, is rated at least A by S&P or Moody's or has an equivalent
rating from an NRSRO or is determined to be of equivalent credit quality by the
Adviser. If there is a default by the Counterparty, the Fund will have
contractual remedies pursuant to the agreements related to the transaction. The
swap market has grown substantially in recent years with a large number of banks
and investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.

RISKS OF STRATEGIC TRANSACTIONS OUTSIDE THE UNITED STATES. When conducted
outside the United States, Strategic Transactions may not be regulated as
rigorously as in the United States, may not involve a clearing mechanism and
related guarantees, and are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities, currencies and other
instruments. The value of such positions also could be adversely affected by:
(i) other complex foreign political, legal and economic factors, (ii) lesser
availability than in the United States of data on which to make trading
decisions, (iii) delays in the Fund's ability to act upon economic events
occurring in foreign markets during non-business hours in the United States,
(iv) the imposition of different exercise and settlement terms and procedures
and margin requirements than in the United States, and (v) lower trading volume
and liquidity.

USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS. Many Strategic Transactions, in
addition to other requirements, require that the Fund segregate cash or liquid
securities with its custodian to the extent Fund obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by the Fund to
pay or deliver securities or assets must be covered at all times by the
securities, instruments or currency required to be delivered, or an amount of
cash or liquid securities at least equal to the current amount of the obligation
must be segregated with the custodian. The segregated assets cannot be sold or
transferred unless equivalent assets are substituted in their place or it is no
longer necessary to segregate them. For example, a call option written by the
Fund will require the Fund to hold the securities subject to the call (or
securities convertible into the needed securities without additional
consideration) or to segregate cash or liquid securities sufficient to purchase
and deliver the securities if the call is exercised. A call option sold by the
Fund on an index will require the Fund to own portfolio securities which
correlate with the index or to segregate cash or liquid securities equal to the
excess of the index value over the exercise price on a current basis. A put
option written by the Fund requires the Fund to segregate cash or liquid
securities equal to the exercise price.

B-10
<PAGE> 132

currency will generally require the Fund to hold an amount of that currency or
cash or liquid securities denominated in that currency equal to the Fund's
obligations or to segregate cash or liquid securities equal to the amount of the
Fund's obligation.

OTC options entered into by the Fund, including those on securities, currency,
financial instruments or indices, OCC issued and exchange listed index options,
swaps, caps, floors and collars will generally provide for cash settlement. As a
result, with respect to these instruments the Fund will only segregate an amount
of assets equal to its accrued net obligations, as there is no requirement for
payment or delivery of amounts in excess of the net amount. These amounts will
equal 100% of the exercise price in the case of a put, or the in-the-money
amount in the case of a call. In addition, when the Fund sells a call option on
an index at a time when the in-the-money amount exceeds the exercise price, the
Fund will segregate, until the option expires or is closed out, cash or liquid
securities equal in value to such excess. Other OCC issued and exchange listed
options sold by the Fund other than those above generally settle with physical
delivery, and the Fund will segregate an amount of cash or liquid securities
equal to the full value of the option. OTC options settling with physical
delivery, if any, will be treated the same as other options settling with
physical delivery.

In the case of a futures contract or an option thereon, the Fund must deposit
initial margin and possible daily variation margin in addition to segregating
assets sufficient to meet its obligation to purchase or provide securities or
currencies, or to pay the amount owed at the expiration of an index-based
futures contract. Such assets may consist of cash, cash equivalents, liquid debt
or equity securities or other acceptable assets.

With respect to swaps, the Fund will accrue the net amount of the excess, if
any, of its obligations over its entitlements with respect to each swap on a
daily basis and will segregate an amount of cash or liquid securities having a
value equal to the accrued excess. Caps, floors and collars require segregation
of assets with a value equal to the Fund's net obligation, if any.

Strategic Transactions may be covered by other means when consistent with
applicable regulatory policies. The Fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated assets,
equals its net outstanding obligation in related options and Strategic
Transactions. For example, the Fund could purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by the Fund. Moreover, instead of segregating assets if the Fund held a
futures or forward contract, it could purchase a put option on the same futures
or forward contract with a strike price as high or higher than the price of the
contract held. Other Strategic Transactions may also be offset in combinations.
If the offsetting transaction terminates at the time of or after the primary
transaction no segregation is required, but if it terminates prior to such time,
assets equal to any remaining obligation would need to be segregated.

The Fund's activities involving Strategic Transactions may be limited by the
requirements of the Code for qualification as a regulated investment company.
See "Tax Status" in the Prospectus.

REPURCHASE AGREEMENTS

The Fund will enter into repurchase transactions only with parties meeting
creditworthiness standards approved the Fund's Board of Trustees. The Adviser
will monitor the creditworthiness of such parties, under the general supervision
of the Board of Trustees. In the event of a default or a bankruptcy by a seller,
the Fund will promptly seek to liquidate the collateral. To the extent that the
proceeds from any sale of such collateral upon a default in the obligation to
repurchase are less than the repurchase price, the Fund will suffer the loss.

REVERSE REPURCHASE AGREEMENTS

B-11
<PAGE> 133

securities sold by the Fund under a reverse repurchase agreement be segregated
pending repurchase or that the proceeds be segregated on the Fund's books and
records pending repurchase. Reverse repurchase agreements could involve certain
risks in the event of default or insolvency of the other party, including
possible delays or restrictions upon the Fund's ability to dispose of the
underlying securities. An additional risk is that the market value of securities
sold by the Fund under a reverse repurchase agreement could decline below the
price at which the Fund is obligated to repurchase them.

During the time a reverse repurchase agreement is outstanding, the Fund will
maintain a segregated custodial account containing cash or liquid securities
having a value equal to the repurchase price under such reverse repurchase
agreement. Any investment gains made by the Fund with monies borrowed through
reverse repurchase agreements will cause the net asset value of the Fund's
shares to rise faster than would be the case if the Fund had not engaged in such
borrowings. On the other hand, if the investment performance resulting from the
investment of borrowings obtained through reverse repurchase agreements fails to
cover the cost of such borrowings to the Fund, the net asset value of the Fund
will decrease faster than would otherwise be the case.

Reverse repurchase agreements will be considered borrowings by the Fund and as
such would be subject to the restrictions on borrowings described under
"Investment Policies and Restrictions" in this Statement of Additional
Information. The Fund will enter into reverse repurchase agreements only with
commercial banks whose deposits are insured by the Federal Deposit Insurance
Corporation and whose assets exceed $500 million or broker-dealers who are
registered with the SEC. In determining whether to enter into a reverse
repurchase agreement with a bank or broker-dealer, the Fund will take into
account the credit-worthiness of such party and will monitor such
credit-worthiness on an ongoing basis.

BORROWING

The Fund may borrow up to 5% of the value of its assets from a bank, or
through reverse repurchase agreements with broker-dealers or banks meeting the
same qualifications as set forth above under "Repurchase Agreements." The Fund
will use such borrowings only for temporary emergency purposes such as paying
for unexpectedly heavy redemptions.

SECURITIES LENDING

Consistent with applicable regulatory requirements, the Fund may lend its
portfolio securities to brokers, dealers and other financial institutions,
provided that such loans are callable at any time by the Fund, and are at all
times secured by cash or liquid securities, which are maintained in a segregated
account pursuant to applicable regulations that are equal to at least the market
value, determined daily, of the loaned securities. The advantage of such loans
is that the Fund continues to receive the income on the loaned securities while
at the same time earning interest on the cash amounts deposited as collateral,
which will be invested in short-term obligations.

A loan may be terminated by the borrower on one business day's notice, or by
the Fund on two business days' notice. If the borrower fails to deliver the
loaned securities within two days after receipt of notice, the Fund could use
the collateral to replace the securities while holding the borrower liable for
any excess of replacement cost over collateral. As with any extensions of
credit, there are risks of delay in recovery and in some cases even loss of
rights in the collateral should the borrower of the securities fail financially.
However, these loans of portfolio securities will only be made to firms deemed
by the Adviser to be creditworthy and when the income which can be earned from
such loans justifies the attendant risks. Upon termination of the loan, the
borrower is required to return the securities to the Fund. Any gain or loss in
the market price during the loan period would inure to the Fund. The
creditworthiness of firms to which the Fund lends its portfolio securities will
be monitored on an ongoing basis by the investment adviser pursuant to
procedures adopted and reviewed, on an ongoing basis, by the Board of Trustees
of the Trust.

When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loaned securities, to
be delivered within one day after notice, to permit the exercise of such rights
if the matters involved would have a material effect on the Fund's investment in
such loaned

B-12
<PAGE> 134

securities. The Fund may pay reasonable finders', administrative and custodial
fees in connection with a loan of its securities.

"WHEN-ISSUED" AND "DELAYED DELIVERY" SECURITIES

From time to time, in the ordinary course of business, the Fund may purchase
securities on a when-issued or delayed delivery basis--i.e., delivery and
payment can take place a month or more after the date of the transactions. The
securities so purchased are subject to market fluctuation and no interest
accrues to the purchaser during this period. While the Fund will only purchase
securities on a when-issued, delayed delivery or forward commitment basis with
the intention of acquiring the securities, the Fund may sell the securities
before the settlement date, if it is deemed advisable. At the time the Fund
makes the commitment to purchase securities on a when-issued or delayed delivery
basis, the Fund will record the transaction and thereafter reflect the value,
each day, of such security in determining the net asset value of the Fund. At
the time of delivery of the securities, the value may be more or less than the
purchase price. The Fund will also establish a segregated account with the
Fund's custodian bank in which it will continuously maintain cash or liquid
securities equal in value to commitments for such when-issued or delayed
delivery securities; subject to this requirement, the Fund may purchase
securities on such basis without limit. An increase in the percentage of the
Fund's assets committed to the purchase of securities on a when-issued or
delayed delivery basis may increase the volatility of the Fund's net asset
value. The investment adviser does not believe that the Fund's net asset value
or income will be adversely affected by the Fund's purchase of securities on
such basis.

TRUSTEES AND OFFICERS

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

B-13
<PAGE> 135

investment companies advised by the Advisers (excluding the Van Kampen American
Capital Exchange Fund).

TRUSTEES

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
--------------------- --------------------------
<S> <C>
J. Miles Branagan......................... Private investor. Co-founder, and prior to August 1996,
1632 Morning Mountain Road Chairman, Chief Executive Officer and President, MDT
Raleigh, NC 27614 Corporation (now known as Getinge/Castle, Inc., a
Date of Birth: 07/14/32 subsidiary of Getinge Industrier AB), a company which
develops, manufactures, markets and services medical and
scientific equipment. Trustee/Director of each of the
funds in the Fund Complex.
Richard M. DeMartini*..................... President and Chief Operating Officer, Individual Asset
Two World Trade Center Management Group, a division of Morgan Stanley Dean
66th Floor Witter & Co. Mr. DeMartini is a Director of InterCapital
New York, NY 10048 Funds, Dean Witter Distributors, Inc. and Dean Witter
Date of Birth: 10/12/52 Trust Company. Trustee of the TCW/DW Funds. Director of
the National Healthcare Resources, Inc. Formerly Vice
Chairman of the Board of the National Association of
Securities Dealers, Inc. and Chairman of the Board of the
Nasdaq Stock Market, Inc. Trustee/Director of each of the
funds in the Fund Complex.
Linda Hutton Heagy........................ Managing Partner of Heidrick & Stuggles, an executive
Sears Tower search firm. Prior to 1997, Partner, Ray & Berndtson,
233 South Wacker Drive Inc., an executive recruiting and management consulting
Suite 7000 firm. Formerly, Executive Vice President of ABN AMRO,
Chicago, IL 60606 N.A., a Dutch bank holding company. Prior to 1992,
Date of Birth: 06/03/48 Executive Vice President of La Salle National Bank.
Trustee on the University of Chicago Hospitals Board, The
International House Board and the Women's Board of the
University of Chicago. Trustee/Director of each of the
funds in the Fund Complex.
R. Craig Kennedy.......................... President and Director, German Marshall Fund of the
11 DuPont Circle, N.W. United States. Formerly, advisor to the Dennis Trading
Washington, D.C. 20036 Group Inc. Prior to 1992, President and Chief Executive
Date of Birth: 02/29/52 Officer, Director and Member of the Investment Committee
of the Joyce Foundation, a private foundation.
Trustee/Director of each of the funds in the Fund
Complex.
Jack E. Nelson............................ President, Nelson Investment Planning Services, Inc., a
423 Country Club Drive financial planning company and registered investment
Winter Park, FL 32789 adviser. President, Nelson Ivest Brokerage Services Inc.,
Date of Birth: 02/13/36 a member of the National Association of Securities
Dealers, Inc. ("NASD") and Securities Investors
Protection Corp. ("SIPC"). Trustee/Director of each of
the funds in the Fund Complex.
</TABLE>

B-14
<PAGE> 136

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
--------------------- --------------------------
<S> <C>
Don G. Powell*............................ Chairman and a Director of Van Kampen, the Advisers, the
2800 Post Oak Blvd. Distributor. Chairman and a Director of Investor
Houston, TX 77056 Services. Chairman of River View International Inc.
Date of Birth: 10/19/39 Director or officer of certain other subsidiaries of Van
Kampen. Chairman of the Board of Governors and the
Executive Committee of the Investment Company Institute.
Prior to July of 1998, Director and Chairman of VK/AC
Holding, Inc. Prior to November 1996, President, Chief
Executive Officer and a Director of VK/AC Holding, Inc.
Trustee/Director of each of the funds in the Fund Complex
and Trustee of other funds advised by the Advisers or Van
Kampen Management Inc.
Phillip B. Rooney......................... Vice Chairman and Director of The ServiceMaster Company,
One ServiceMaster Way a business and consumer services company. Director of
Downers Grove, IL 60515 Illinois Tool Works, Inc., a manufacturing company; the
Date of Birth: 07/08/44 Urban Shopping Centers Inc., a retail mall management
company; and Stone Container Corp., a paper manufacturing
company. Trustee, University of Notre Dame. Formerly,
President and Chief Executive Officer, Waste Management,
Inc., an environmental services company, and prior to
that President and Chief Operating Officer, Waste
Management, Inc. Trustee/Director of each of the funds in
the Fund Complex.

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

Paul G. Yovovich.......................... Private investor. Prior to April 1996, President of
Sears Tower Advance Ross Corporation. Director of 3Com Corporation,
233 South Wacker Drive APAC Teleservices, Inc., COMARCO, Inc., Applied Language
Suite 9700 Technologies, Focal Communications, and Lante
Chicago, IL 60606 Corporation. Limited Partner of Evercore Partners, LLP.
Date of Birth: 10/29/53 Trustee/Director of each of the Funds in the Fund
Complex.

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

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

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

OFFICERS

Messrs. McDonnell, Hegel, Nyberg, Wood, Sullivan, Dalmaso, Martin, Wetherell
and Hill are located at One Parkview Plaza, Oakbrook Terrace, IL 60181. The
Fund's other officers are located at 2800 Post Oak Blvd., Houston, TX 77056.

B-15
<PAGE> 137

<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES WITH FUND DURING PAST 5 YEARS
------------------------ ---------------------
<S> <C>
Dennis J. McDonnell.................. Executive Vice President and a Director of Van Kampen.
Date of Birth: 05/20/42 President, Chief Operating Officer and a Director of the
President Advisers, Van Kampen Advisors Inc., and Van Kampen
Management Inc. Prior to July of 1998, Director and
Executive Vice President of VK/AC Holding, Inc. Prior to
April of 1998, President and a Director of Van Kampen
Merritt Equity Advisors Corp. Prior to April of 1997, he was
a Director of Van Kampen Merritt Equity Holdings Corp. Prior
to September of 1996, Mr. McDonnell was Chief Executive
Officer and Director of MCM Group, Inc., McCarthy, Crisanti
& Maffei, Inc. and Chairman and Director of MCM Asia Pacific
Company, Limited and MCM (Europe) Limited. Prior to July of
1996, Mr. McDonnell was President, Chief Operating Officer
and Trustee of VSM Inc. and VCJ Inc. President of each of
the funds in the Fund Complex. President, Chairman of the
Board and Trustee of other investment companies advised by
the Advisers or their affiliates.

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

Curtis W. Morell..................... Senior Vice President of the Advisers, Vice President and
Date of Birth: 08/04/46 Chief Accounting Officer of each of the funds in the Fund
Vice President and Chief Accounting Complex and certain other investment companies advised by
Officer the Advisers or their affiliates.

Ronald A. Nyberg..................... Executive Vice President, General Counsel, Secretary and
Date of Birth: 07/29/53 Director of Van Kampen. Mr. Nyberg is Executive Vice
Vice President and Secretary President, General Counsel, Assistant Secretary and a
Director of the Advisers and the Distributor, Van Kampen
Advisors Inc., Van Kampen Management Inc., Van Kampen
Exchange Corp., American Capital Contractual Services, Inc.
and Van Kampen Trust Company. Executive Vice President,
General Counsel and Assistant Secretary of Investor Services
and River View International Inc. Director or officer of
certain other subsidiaries of Van Kampen. Director of ICI
Mutual Insurance Co., a provider of insurance to members of
the Investment Company Institute. Prior to July of 1998,
Director and Executive Vice President, General Counsel and
Secretary of VK/AC Holding, Inc. Prior to April of 1998,
Executive Vice President, General Counsel and Director of
Van Kampen Merritt Equity Advisors Corp. Prior to April of
1997, he was Executive Vice President, General Counsel and a
Director of Van Kampen Merritt Equity Holdings Corp. Prior
to September of 1996, he was General Counsel of McCarthy,
Crisanti & Maffei, Inc. Prior to July of 1996, Mr. Nyberg
was Executive Vice President and General Counsel of VSM Inc.
and Executive Vice President and General Counsel of VCJ Inc.
Vice President and Secretary of each of the funds in the
Fund Complex and certain other investment companies advised
by the Advisers or their affiliates.
</TABLE>

B-16
<PAGE> 138

<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES WITH FUND DURING PAST 5 YEARS
------------------------ ---------------------
<S> <C>
Paul R. Wolkenberg................... Executive Vice President and Director of Van Kampen.
Date of Birth: 11/10/44 Executive Vice President of the Asset Management and the
Vice President Distributor. President and a Director of Investor Services.
President and Chief Operating Officer of Van Kampen
Recordkeeping Services Inc. Prior to July of 1998, Director
and Executive Vice President of VK/AC Holding, Inc. Vice
President of each of the funds in the Fund Complex and
certain other investment companies advised by the Advisers
or their affiliates.

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

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

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

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

Huey P. Falgout, Jr.................. Vice President, Assistant Secretary and Senior Attorney of
Date of Birth: 11/15/63 Van Kampen. Vice President, Assistant Secretary and Senior
Assistant Secretary Attorney of the Advisers, the Distributor, Investor
Services, Van Kampen Management Inc., American Capital
Contractual Services, Inc., Van Kampen Exchange Corp. and
Van Kampen Advisors Inc. Assistant Secretary of each of the
funds in the Fund Complex and other investment companies
advised by the Advisers or their affiliates.
</TABLE>

B-17
<PAGE> 139

<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES WITH FUND DURING PAST 5 YEARS
------------------------ ---------------------
<S> <C>
Scott E. Martin...................... Senior Vice President, Deputy General Counsel and Assistant
Date of Birth: 08/20/56 Secretary of Van Kampen. Senior Vice President, Deputy
Assistant Secretary General Counsel and Secretary of the Advisers, the
Distributor, Investor Services, American Capital Contractual
Services, Inc., Van Kampen Management Inc., Van Kampen
Exchange Corp., Van Kampen Advisors Inc., Van Kampen
Insurance Agency of Illinois Inc., Van Kampen System Inc.
and Van Kampen Recordkeeping Services Inc. Prior to July of
1998, Senior Vice President, Deputy General Counsel and
Assistant Secretary of VK/AC Holding, Inc. Prior to April of
1998, Van Kampen Merritt Equity Advisors Corp. Prior to
April of 1997, Senior Vice President, Deputy General Counsel
and Secretary of Van Kampen American Capital Services, Inc.
and Van Kampen Merritt Holdings Corp. Prior to September of
1996, Mr. Martin was Deputy General Counsel and Secretary of
McCarthy, Crisanti & Maffei, Inc., and prior to July of
1996, he was Senior Vice President, Deputy General Counsel
and Secretary of VSM Inc. and VCJ Inc. Assistant Secretary
of each of the funds in the Fund Complex and other
investment companies advised by the Advisers or their
affiliates.

Weston B. Wetherell.................. Vice President, Associate General Counsel and Assistant
Date of Birth: 06/15/56 Secretary of Van Kampen, the Advisers, the Distributor, Van
Assistant Secretary Kampen Management Inc. and Van Kampen Advisors Inc. Prior to
September of 1996, Mr. Wetherell was Assistant Secretary of
McCarthy, Crisanti & Maffei, Inc. Assistant Secretary of
each of the funds in the Fund Complex and other investment
companies advised by the Advisers or their affiliates.

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

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

Each trustee/director holds the same position with each of the funds in the
Fund Complex. As of the date of this Statement of Additional Information, there
are 64 operating funds in the Fund Complex. For purposes of the following
compensation and benefits discussion, the Fund Complex is divided into the
following three groups: the funds advised by Asset Management (the "AC Funds"),
the funds advised by Advisory Corp. excluding funds organized as series of the
Van Kampen Series Fund, Inc. (the "VK Funds") and the funds advised by Advisory
Corp. organized as series of the Van Kampen Series Fund, Inc. (the "MS Funds").
Each trustee/director who is not an affiliated person of the Advisers, the
Distributor, Van Kampen or Morgan Stanley Dean Witter & Co. (each a
"Non-Affiliated Trustee") is compensated by an annual retainer and meeting fees
for services to the funds in the Fund Complex. Each fund in the Fund Complex
(except the money market series of the MS Funds) provides a deferred
compensation plan to its Non-Affiliated Trustees that allows trustees/directors
to defer receipt of their compensation and earn a return on such deferred
amounts. Deferring compensation has the economic effect as if the Non-Affiliated
Trustee reinvested his or her compensation into the funds. Each fund in the Fund
Complex (except the money market series of the MS Funds) provides a retirement
plan to its Non-Affiliated Trustees that provides Non-Affiliated Trustees with
compensation after retirement, provided that certain eligibility requirements
are met as more fully described below.

B-18
<PAGE> 140

on the first business day of each quarter. Payment of the annual retainer is
allocated among the funds in the Fund Complex (except the money market series of
the MS Funds) on the basis of the relative net assets of each fund as of the
last business day of the preceding calendar quarter. Effective January 1, 1998,
the compensation of each Non-Affiliated Trustee includes a per meeting fee from
each fund in the Fund Complex (except the money market series of the MS Funds)
in the amount of $200 per quarterly or special meeting attended by the
Non-Affiliated Trustee, due on the date of the meeting, plus reasonable expenses
incurred by the Non-Affiliated Trustee in connection with his or her services as
a trustee, provided that no compensation will be paid in connection with certain
telephonic special meetings.

For each AC Fund's last fiscal year and the period up to and including
December 31, 1997, the compensation of each Non-Affiliated Trustee from the AC
Funds includes an annual retainer in an amount equal to $35,000 per calendar
year, due in four quarterly installments on the first business day of each
calendar quarter. The AC Funds pay each Non-Affiliated Trustee a per meeting fee
in the amount of $2,000 per regular quarterly meeting attended by the
Non-Affiliated Trustee, due on the date of such meeting, plus reasonable
expenses incurred by the Non-Affiliated Trustee in connection with his or her
services as a trustee. Payment of the annual retainer and the regular meeting
fee is allocated among the AC Funds (i) 50% on the basis of the relative net
assets of each AC Fund to the aggregate net assets of all the AC Funds and (ii)
50% equally to each AC Fund, in each case as of the last business day of the
preceding calendar quarter. Each AC Fund which is the subject of a special
meeting of the trustees generally pays each Non-Affiliated Trustee a per meeting
fee in the amount of $125 per special meeting attended by the Non-Affiliated
Trustee, due on the date of such meeting, plus reasonable expenses incurred by
the Non-Affiliated Trustee in connection with his or her services as a trustee,
provided that no compensation will be paid in connection with certain telephonic
special meetings.

For each VK Fund's last fiscal year and the period up to and including
December 31, 1997, the compensation of each Non-Affiliated Trustee from each VK
Fund includes an annual retainer in an amount equal to $2,500 per calendar year,
due in four quarterly installments on the first business day of each calendar
quarter. Each Non-Affiliated Trustee receives a per meeting fee from each VK
Fund in the amount of $125 per regular quarterly meeting attended by the
Non-Affiliated Trustee, due on the date of such meeting, plus reasonable
expenses incurred by the Non-Affiliated Trustee in connection with his or her
services as a trustee. Each Non-Affiliated Trustee receives a per meeting fee
from each VK Fund in the amount of $125 per special meeting attended by the
Non-Affiliated Trustee, due on the date of such meeting, plus reasonable
expenses incurred by the Non-Affiliated Trustee in connection with his or her
services as a trustee, provided that no compensation will be paid in connection
with certain telephonic special meetings.

For the period from July 2, 1997 up to and including December 31, 1997, the
compensation of each Non-Affiliated Trustee from the MS Funds was based
generally on the compensation amounts and methodology used by such funds prior
to their joining the current Fund Complex on July 2, 1997. Each trustee/director
was elected as a director of the MS Funds on July 2, 1997. Prior to July 2,
1997, the MS Funds were part of another fund complex (the "Prior Complex") and
the former directors of the MS Funds were paid an aggregate fee allocated among
the funds in the Prior Complex that resulted in individual directors receiving
total compensation between approximately $8,000 to $10,000 from the MS Funds
during such funds' last fiscal year.

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

B-19
<PAGE> 141

adoption of the retirement plan) and retires at or after attaining the age of
60, is eligible to receive a retirement benefit equal to $2,500 per year for
each of the ten years following such retirement from such Fund. Non-Affiliated
Trustees retiring prior to the age of 60 or with fewer than 10 years but more
than 5 years of service may receive reduced retirement benefits from such Fund.
Each trustee/director has served as a member of the Board of Trustees of the
Fund since he or she was first appointed or elected in the year set forth below.
The retirement plan contains a Fund Complex retirement benefit cap of $60,000
per year.

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

COMPENSATION TABLE

<TABLE>
<CAPTION>
FUND COMPLEX
------------------------------------------------------------
AGGREGATE AGGREGATE TOTAL
PENSION OR ESTIMATED MAXIMUM COMPENSATION
AGGREGATE COMPENSATION RETIREMENT BENEFITS ANNUAL BENEFITS BEFORE DEFERRAL
BEFORE DEFERRAL FROM THE ACCRUED AS PART OF FROM THE FUND UPON FROM FUND
NAME(1) TRUST(2) EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------------------ ------------------- ------------------ ---------------
<S> <C> <C> <C> <C>
J. Miles Branagan* $6,810 $30,328 $60,000 $111,197
Linda Hutton Heagy* 6,210 3,141 60,000 111,197
R. Craig Kennedy* 6,810 2,229 60,000 111,197
Jack E. Nelson* 6,810 15,820 60,000 104,322
Jerome L. Robinson 4,500 32,020 15,750 107,947
Phillip B. Rooney* 6,810 0 60,000 74,697
Dr. Fernando Sisto* 6,810 60,208 60,000 111,197
Wayne W. Whalen* 6,810 10,788 60,000 111,197
</TABLE>

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

* Currently a member of the Board of Trustees.

(1) Persons not designated by an asterisk are not currently members of the Board
of Trustees, but were members of the Board of Trustees during the Fund's
most recently completed fiscal year. Mr. Robinson retired from the Board of
Trustees on December 31, 1997. Mr. Yovovich joined the Board of Trustees on
October 22, 1998 and therefore has no historical information to report as of
the date of this Statement of Additional Information.

(2) The amounts shown in this column represent the Aggregate Compensation before
Deferral from all three series of the Trust, including the Fund, with
respect to the Trust's fiscal year ended June 30, 1998. The detail of
aggregate compensation before deferral from each series of the Trust,
including the Fund, is shown in Table A below. The following trustees
deferred compensation from all three series of the Trust, including the Fund
during the fiscal year ended June 30, 1998 as follows; Mr. Branagan, $6,810;
Ms. Heagy, $6,210; Mr. Kennedy, $3,406; Mr. Nelson, $6,810; Mr. Robinson,
$4,500; Mr. Rooney, $6,810; Dr. Sisto, $3,406; and Mr. Whalen, $6,810. The
detail of amounts deferred for each series of the Trust, including the Fund,
is shown, in Table B below. Amounts deferred are retained by the Fund and
earn a rate of return determined by reference to either the return on the
common shares of the Fund or other funds in the Fund Complex as selected by
the respective Non-Affiliated Trustee, with the same economic effect as if
such Non-Affiliated Trustee had invested in one or more funds in the Fund
Complex. To the extent permitted by the 1940 Act, each Fund may invest in
securities of those funds selected by the Non-Affiliated Trustees in order
to match the deferred compensation obligation. The cumulative deferred
compensation (including interest) accrued with respect to each trustee,
including former trustees from all three series of the Trust, including the
Fund, as of the Trusts fiscal year ended June 30, 1998 is as follows: Mr.
Branagan, $17,434; Mr. Gaughan, $9,426; Ms. Heagy, $23,877; Mr. Kennedy,
$40,248; Mr. Miller, $31,230; Mr. Nelson, $55,643; Mr. Rees, $9,322; Mr.
Robinson, $46,656; Mr. Rooney, $7,804; Dr. Sisto, $6,490; and Mr. Whalen,
$47,019. The detail of cumulative deferred compensation (including interest)
for each series, including the Fund, is shown in Table C below. The deferred
compensation plan is described above the Compensation Table.

B-20
<PAGE> 142

(3) The amounts shown in this column represent the sum of the retirement
benefits expected to be accrued by all of the operating investment companies
in the Fund Complex for each of the trustees for such investment companies'
respective fiscal years ended in 1997. The retirement plan is described
above the Compensation Table.

(4) For Mr. Robinson, this is the sum of the actual annual benefits payable by
the operating investment companies in the Fund Complex as of the date of his
retirement for each year of the 10-year period since his retirement. For the
remaining trustees, this is the sum of the estimated maximum annual benefits
payable by the operating investment companies in the Fund Complex for each
year of the 10-year period commencing in the year of such trustee's
anticipated retirement. The Retirement Plan is described above the
Compensation Table. Each Non-Affiliated Trustee of the Board of Trustees has
served as a member of the Board of Trustees of each series of the Trust
since he or she was first appointed or elected in the year set forth in
Table D below.

(5) The amounts shown in this column represent the aggregate compensation paid
by all operating investment companies in the Fund Complex as of December 31,
1997 before deferral by the trustees under the deferred compensation plan.
Because the funds in the Fund Complex have different fiscal year ends, the
amounts shown in this column are presented on a calendar year basis. Certain
trustees deferred all or a portion of their aggregate compensation from the
Fund Complex during the calendar year ended December 31, 1997. The deferred
compensation earns a rate of return determined by reference to the return on
the shares of the funds in the Fund Complex as selected by the respective
Non-Affiliated Trustee, with the same economic effect as if such
Non-Affiliated Trustee had invested in one or more funds in the Fund
Complex. To the extent permitted by the 1940 Act, the Fund may invest in
securities of those investment companies selected by the Non-Affiliated
Trustees in order to match the deferred compensation obligation. The
Advisers and their affiliates also serve as investment adviser for other
investment companies; however, with the exception of Mr. Whalen, the
Non-Affiliated Trustees were not trustees of such investment companies.
Combining the Fund Complex with other investment companies advised by the
Advisers and their affiliates, Mr. Whalen received Total Compensation of
$268,447 during the calendar year ended December 31, 1997.

TABLE A

FISCAL YEAR 1998 AGGREGATE COMPENSATION FROM THE TRUST AND EACH SERIES

<TABLE>
<CAPTION>
TRUSTEE
FISCAL --------------------------------------------------------------------------
FUND NAME YEAR-END BRANAGAN HEAGY KENNEDY NELSON ROBINSON ROONEY SISTO WHALEN
--------- -------- -------- ----- ------- ------ -------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund........................... 06/30 $2,451 $2,251 $2,451 $2,451 $1,500 $2,451 $2,451 $2,451
Short-Term Global Income Fund............. 06/30 2,159 1,959 2,159 2,159 1,500 2,159 2,159 2,159
Strategic Income Fund..................... 06/30 2,200 2,000 2,200 2,200 1,500 2,200 2,200 2,200
------ ------ ------ ------ ------ ------ ------ ------
Trust Total............................. $6,810 $6,210 $6,810 $6,810 $4,500 $6,810 $6,810 $6,810
</TABLE>

TABLE B

FISCAL YEAR 1998 AGGREGATE COMPENSATION DEFERRED FROM

THE TRUST AND EACH SERIES

<TABLE>
<CAPTION>
TRUSTEE
FISCAL --------------------------------------------------------------------------
FUND NAME YEAR-END BRANAGAN HEAGY KENNEDY NELSON ROBINSON ROONEY SISTO WHALEN
--------- -------- -------- ----- ------- ------ -------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund........................... 06/30 $2,451 $2,251 $1,226 $2,451 $1,500 $2,451 $1,226 $2,451
Short-Term Global Income Fund............. 06/30 2,159 1,959 1,080 2,159 1,500 2,159 1,080 2,159
Strategic Income Fund..................... 06/30 2,200 2,000 1,100 2,200 1,500 2,200 1,100 2,200
------ ------ ------ ------ ------ ------ ------ ------
Trust Total............................. $6,810 $6,210 $3,406 $6,810 $4,500 $6,810 $3,406 $6,810
</TABLE>

B-21
<PAGE> 143

TABLE C

FISCAL YEAR 1998 CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST)

FROM THE TRUST AND EACH SERIES

<TABLE>
<CAPTION>
TRUSTEE
------------------------------------------------------------------

FISCAL
FUND NAME YEAR-END BRANAGAN HEAGY KENNEDY NELSON ROONEY SISTO WHALEN
--------- -------- -------- ----- ------- ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund.......................... 06/30 $ 6,007 $ 8,152 $13,515 $18,744 $2,799 $2,257 $15,867
Short-Term Global Income Fund............ 06/30 5,691 7,841 13,355 18,427 2,480 2,106 15,554
Strategic Income Fund.................... 06/30 5,736 7,884 13,378 18,472 2,525 2,127 15,598
------- ------- ------- ------- ------ ------ -------
Trust Total............................ $17,434 $23,877 $40,248 $55,643 $7,804 $6,490 $47,019

<CAPTION>
TRUSTEE
-------------------------------------
FORMER TRUSTEES
-------------------------------------
FUND NAME GAUGHAN MILLER REES ROBINSON
--------- ------- ------ ---- --------
<S> <C> <C> <C> <C>
High Yield Fund.......................... $3,142 $10,410 $3,018 $15,552
Short-Term Global Income Fund............ 3,142 10,410 3,152 15,552
Strategic Income Fund.................... 3,142 10,410 3,152 15,552
------ ------- ------ -------
Trust Total............................ $9,426 $31,230 $9,322 $46,656
</TABLE>

TABLE D

YEAR OF ELECTION OR APPOINTMENT TO EACH SERIES OF THE TRUST

<TABLE>
<CAPTION>
TRUSTEE
-------------------------------------------------------------------------
FUND NAME BRANAGAN HEAGY KENNEDY NELSON ROBINSON ROONEY SISTO WHALEN
- --------- -------- ----- ------- ------ -------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund...................................... 1995 1995 1993 1986 1992 1997 1995 1986
Short-Term Global Income Fund........................ 1995 1995 1993 1990 1992 1997 1995 1990
Strategic Income Fund................................ 1995 1995 1993 1993 1993 1997 1995 1993
</TABLE>

As of October 16, 1998, the trustees and officers of the Fund as a group owned
less than 1% of the shares of the Fund.

As of October 16, 1998, no person was known by the Fund to own beneficially or
to hold of record as much as 5% of the outstanding Class A Shares, Class B
Shares or Class C Shares of the Fund, except as follows:

<TABLE>
<CAPTION>
AMOUNT OF
OWNERSHIP AT CLASS OF PERCENTAGE
NAME AND ADDRESS OF HOLDER SEPTEMBER 3, 1998 SHARES OWNERSHIP
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Van Kampen Trust Company.................................... 2,148,182 A 7.630%
2800 Post Oak Blvd. 713,278 B 5.044%
Houston, TX 77056
MLPF&S For the Sole Benefit of Its Customers ............... 713,825 B 5.048%
Attn: Fund Administration 174,341 C 15.228%
4800 Deer Lake Dr. EFL 3
Jacksonville, FL 32246-6484
</TABLE>

Van Kampen Trust Company acts as custodian for certain employee benefit plans
and individual retirement accounts.

LEGAL COUNSEL

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

TRANSFER AGENCY

During the fiscal years ended June 30, 1998, 1997 and 1996, Van Kampen
Investor Services Inc., transfer agent, shareholder service agent and dividend
disbursing agent for the Fund, received fees aggregating $458,909, $431,600 and
$406,100, respectively, for these services. Beginning in 1998, the transfer
agency prices are determined through negotiations with the Fund's Board of
Trustees and are based on competitive market benchmarks. Prior to 1998, the
transfer agency prices were determined on a cost plus profit basis.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT.

B-22
<PAGE> 144

wholly owned subsidiary of Van Kampen Investments Inc. ("Van Kampen") which is
an indirect wholly owned subsidiary of Morgan Stanley Dean Witter & Co.

The investment advisory agreement provides that the Adviser will supply
investment research and portfolio management, including the selection of
securities for the Fund to purchase, hold, or sell and the selection of brokers
through whom the Fund's portfolio transactions are executed. The Adviser also
administers the business affairs of the Fund, furnishes offices, necessary
facilities and equipment, provides administrative services, and permits its
officers and employees to serve without compensation as Trustees and officers of
the Fund if duly elected to such positions.

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

The Adviser's activities are subject to the review and supervision of the
Fund's Trustees to whom the Adviser renders periodic reports of the Fund's
investment activities.

The investment advisory agreement will remain in effect from year to year if
specifically approved by the Fund's Trustees or the Fund's shareholders and by
the Fund's independent Trustees in compliance with the requirements of the 1940
Act. The agreement may be terminated without penalty upon 60 days written notice
by either party and will automatically terminate in the event of assignment.

The Adviser has undertaken to reimburse the Fund for annual expenses of the
Fund which exceed the most stringent limit prescribed by any State in which the
Fund's shares are offered for sale. In addition to making any required
reimbursements, the Adviser may in its discretion, but is not obligated to,
waive all or any portion of its fee or assume all or any portion of the expenses
of the Fund.

For the years ended June 30, 1998, 1997 and 1996, the Fund recognized advisory
expenses of $3,298,466, $3,011,682 and $2,614,970, respectively.

OTHER AGREEMENTS.

ACCOUNTING SERVICES AGREEMENT. The Fund has also entered into an accounting
services agreement pursuant to which the Adviser provides accounting services
supplementary to those provided by the Custodian. Such services are expected to
enable the Fund to more closely monitor and maintain its accounts and records.
The Fund shares together with the other funds advised by the Adviser or its
affiliates and distributed by the Distributor in the cost of providing such
services, with 25% of such costs shared proportionately based on the respective
number of classes of securities issued per fund and the remaining 75% of such
cost based proportionally on their respective net assets per fund.

For the years ended June 30, 1998, 1997 and 1996, the Fund recognized expenses
of approximately $42,000, $24,500 and $11,300, respectively, representing the
Adviser's cost of providing certain accounting services.

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

For the years ended June 30, 1998, 1997 and 1996, the Fund recognized expenses
of approximately $13,000, $16,900 and $14,300, respectively, representing Van
Kampen Investments Inc.'s cost of providing legal services.

B-23
<PAGE> 145

CUSTODIAN AND INDEPENDENT ACCOUNTANTS

State Street Bank and Trust Company, 225 West Franklin Street, P.O. Box 1713,
Boston, MA 02105-1713, is the custodian of the Fund and has custody of all
securities and cash of the Fund. The custodian, among other things, attends to
the collection of principal and income, and payment for and collection of
proceeds of securities bought and sold by the Fund.

The independent accountants for the Fund are KPMG Peat Marwick LLP, Chicago,
Illinois. The selection of independent accountants will be subject to
ratification by the shareholders of the Fund at any annual meeting of
shareholders.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

The Adviser will place orders for portfolio transactions for the Fund with
broker-dealer firms giving consideration to the quality, quantity and nature of
each firm's professional services. These services include execution, clearance
procedures, wire service quotations and statistical and other research
information provided to the Fund or the Adviser, including quotations necessary
to determine the value of the Fund's net assets. Any research benefits derived
are available for all clients of the Adviser. Since statistical and other
research information is only supplementary to the research efforts of the
Adviser to the Fund and still must be analyzed and reviewed by its staff, the
receipt of research information is not expected to reduce its expenses
materially.

If it is believed to be in the best interests of the Fund, the Adviser may
place portfolio transactions with brokers who provide the types of research
service described above, even if it means the Fund will have to pay a higher
commission (or, if the broker's profit is part of the cost of the security, will
have to pay a higher price for the security) than would be the case if no weight
were given to the broker's furnishing of those research services. This will be
done, however, only if, in the opinion of the Adviser, the amount of additional
commission or increased cost is reasonable in relation to the value of such
services.

In selecting among the firms believed to meet the criteria for handling a
particular transaction, the Adviser may take into consideration that certain
firms (i) provide market, statistical or other research information such as that
set forth to the Fund and the Adviser, (ii) have sold or are selling shares of
the Fund and (iii) may select firms that are affiliated with the Fund, its
investment adviser or its distributor or other principal underwriters. If
purchases or sales of securities of the Fund and of one or more other investment
companies or clients supervised by the Fund's Adviser are considered at or about
the same time, transactions in such securities will be allocated among the
several investment companies and clients in a manner deemed equitable to all by
the Adviser, taking into account the respective sizes of the funds and the
amount of securities to be purchased or sold. Although it is possible that in
some cases this procedure could have a detrimental effect on the price or volume
of the security as far as the Fund is concerned, it is also possible that the
ability to participate in volume transactions and to negotiate lower brokerage
commissions will be beneficial to the Fund.

While the Adviser will be primarily responsible for the placement of the
Fund's business, the policies and practices in this regard must be consistent
with the foregoing and will at all times be subject to review by the Trustees of
the Fund.

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

During the year ended June 30, 1998, the Fund paid no brokerage commissions on
transactions to brokers related to research services provided to the Adviser.

B-24
<PAGE> 146

Effective October 31, 1996, Morgan Stanley Group Inc. ("Morgan Stanley")
became an affiliate of the Adviser. Effective May 31, 1997, Dean Witter Discover
& Co. ("Dean Witter") became an affiliate of the Adviser. The negotiated
commission paid to an affiliated broker on any transaction would be comparable
to that payable to a non-affiliated broker in a similar transaction.

The Fund paid the following commissions to all brokers and affiliates brokers
during the periods shown.

<TABLE>
<CAPTION>
AFFILIATED BROKERS
----------------------------
BROKERS MORGAN STANLEY DEAN WITTER
------- -------------- -----------
<S> <C> <C> <C>
Commissions paid:
Fiscal year 1996......................................... $ 0 N/A N/A
Fiscal year 1997......................................... $ 0 $ 0 $ 0
Fiscal year 1998......................................... $ 0 $ 0 $ 0
Fiscal year 1998 Percentages:
Commissions with affiliate to total commissions.......... 0% 0%
Value of brokerage transactions with affiliate to total
transactions.......................................... 0% 0%
</TABLE>

TAX STATUS OF THE FUND

The Trust and each of its series, including the Fund, will be treated as
separate corporations for federal income tax purposes. The Fund has elected and
qualified, and intends to continue to qualify each year, to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). If the Fund complies with certain requirements of the Code
relating to, among other things, the source of its income and the
diversification of its assets, the Fund will not be subject to federal income
tax on any income distributed to its shareholders. The Fund will be subject to
tax if, among other things, it fails to distribute net capital gains, or if its
annual distributions, as a percentage of its income, are less than the
distributions required by tax laws.

THE DISTRIBUTOR

The Distributor acts as the principal underwriter of the Fund's shares
pursuant to a written agreement (the "Distribution and Service Agreement"). The
Distributor has the exclusive right to distribute shares of the Fund through
dealers. The Distributor's obligation is an agency or "best efforts" arrangement
under which the Distributor is required to take and pay for only such shares of
the Fund as may be sold to the public. The Distributor is not obligated to sell
any stated number of shares. The Distributor bears the cost of printing (but not
typesetting) prospectuses used in connection with this offering and certain
other costs, including the cost of supplemental sales literature and
advertising. The Distribution and Service Agreement is renewable from year to
year if approved (a) by the Fund's Trustees or by a vote of a majority of the
Fund's outstanding voting securities and (b) by the affirmative vote of a
majority of Trustees who are not parties to the Distribution and Service
Agreement or interested persons of any party, by votes cast in person at a
meeting called for such purpose. The Distribution and Service Agreement provides
that it will terminate if assigned, and that it may be terminated without
penalty be either party on 90 days' written notice. Total underwriting
commissions on the sale of shares of the Fund for the fiscal periods indicated
are as follows:

<TABLE>
<CAPTION>
AMOUNTS
TOTAL UNDERWRITING RETAINED
COMMISSIONS BY DISTRIBUTOR
------------------ --------------
<S> <C> <C>
Fiscal Year Ended June 30, 1998............................. $653,254 $ 78,100
Fiscal Year Ended June 30, 1997............................. $725,021 $ 92,626
Fiscal Year Ended June 30, 1996............................. $785,205 $118,900
</TABLE>

B-25
<PAGE> 147

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

The Distributor has entered into agreements with Merrill Lynch ("Merrill")
under which the Fund shall be offered pursuant to the Merrill Program. Trustees
and other fiduciaries of retirement plans seeking to invest in multiple fund
families through broker-dealer retirement plan alliance programs should contact
Merrill for further information concerning the Merrill Program including, but
not limited to, minimum size and operational requirements.

Under the Distribution and Service Agreement and the Selling Agreements,
financial intermediaries that sold shares prior to July 1, 1987, or prior to the
beginning of the calendar quarter in which the Selling Agreement between the
Fund and such financial intermediary was approved by the Fund's Board of
Trustees (an "Implementation Date") are not eligible to receive compensation
pursuant to such Distribution and Service Agreement or Selling Agreement. To the
extent that there remain outstanding shares of the Fund that were purchased
prior to all Implementation Dates, the percentage of the total average daily net
asset value of a class of shares that may be utilized pursuant to the
Distribution and Service Agreement will be less than the maximum percentage
amount permissible with respect to such class of shares under the Distribution
and Service Agreement.

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

For the fiscal year ended June 30, 1998, the Fund's aggregate expenses under
the Class A Plan were $689,467 or 0.25% of the Class A shares' average net
assets. For the fiscal year ended June 30, 1998, the Fund's aggregate expenses
under the Class B Plan were $1,313,792 or 1.00% of the Class B shares' average
net assets. Such expenses were paid to reimburse the Distributor for the
following payments: $969,108 for commissions and transaction fees paid to
financial intermediaries in respect of sales of Class B shares of the Fund and
$344,684 for fees paid to financial intermediaries for servicing Class B
shareholders and administering the Plans. For the fiscal year ended June 30,
1998, the Fund's aggregate expenses under the Plans for Class C shares were
$83,899 or 1.00% of the Class C shares' average net assets. Such expenses were
paid to reimburse the Distributor for the following payments: $30,688 for
commissions and transaction fees

B-26
<PAGE> 148

paid to financial intermediaries in respect of sales of Class C shares of the
Fund and $53,211 for fees paid to financial intermediaries for servicing Class C
shareholders and administering the Class C Plan.

PERFORMANCE INFORMATION

The Fund's yield quotation is determined on a daily basis with respect to the
immediately preceding 30 day period. Yield is computed by first dividing the
Fund's net investment income per share of a given class earned during such
period by the Fund's maximum offering price (including, with respect to the
Class A Shares, the maximum front-end sales charge) per share of such class on
the last day of such period. The Fund's net investment income per share is
determined by taking the interest attributable to a given class of shares earned
by the Fund during the period, subtracting the expenses attributable to a given
class of shares accrued for the period (net of any reimbursements), and dividing
the result by the average daily number of shares of each class outstanding
during the period that were entitled to receive dividends. The yield calculation
formula assumes net investment income is earned and reinvested at a constant
rate and annualized at the end of a six month period. Yield will be computed
separately for each class of shares. Class B Shares redeemed during the first
six years after their issuance and Class C Shares redeemed during the first year
after their issuance may be subject to a CDSC on the lesser of the then current
net asset value of the shares redeemed or their initial purchase price from the
Fund. Yield quotations do not reflect the imposition of a CDSC, and if any such
CDSC imposed at the time of redemption were reflected, it would reduce the
performance quoted.

The Fund calculates average compounded total return by determining the
redemption value (less any applicable CDSC) at the end of specified periods
(after adding back all dividends and other distributions made during the period)
of a $1,000 investment in a given class of shares of the Fund (less the maximum
sales charge, if any) at the beginning of the period, annualizing the increase
or decrease over the specified period with respect to such initial investment
and expressing the result as a percentage. Average compounded total return will
be computed separately for each class of shares.

From time to time marketing materials may provide a portfolio manager update,
an adviser update and discuss general economic conditions and outlooks. The
Fund's marketing materials may also show the Fund's asset class diversification,
top five sector holdings and ten largest holdings. Materials may also mention
how Van Kampen believes the Fund compares relative to other funds advised by the
Adviser or its affiliates. Materials may also discuss the Dalbar Financial
Services study from 1984 to 1994 which examined investor cash flow into and out
of all types of mutual funds. The ten year study found that investors who bought
mutual fund shares and held such shares outperformed investors who bought and
sold. The Dalbar study conclusions were consistent regardless if shareholders
purchased their funds in direct or sales force distribution channels. The study
showed that investors working with a professional representative have tended
over time to earn higher returns than those who invested directly. The Fund will
also be marketed on the Internet.

The Fund may, in supplemental sales literature, advertise non-standardized
total return figures representing the cumulative, non-annualized total return of
each class of shares of the Fund from a given date to a subsequent given date.
Cumulative total return is calculated by measuring the value of an initial
investment in a given class of shares of the Fund at a given time, deducting the
maximum sales charge, if any, determining the value of all subsequent reinvested
distributions, and dividing the net change in the value of the investment as of
the end of the period by the amount of the initial investment and expressing the
result as a percentage. Non-standardized total return will be calculated
separately for each class of shares. Non-standardized total return calculations
do not reflect the imposition of a CDSC, and if any such CDSC with respect to
the CDSC Shares imposed at the time of redemption were reflected, it would
reduce the performance quoted.

B-27
<PAGE> 149

CLASS A SHARES

The Fund's yield for the 30-day period ending June 30, 1998 (calculated in the
manner described in the Prospectus under the heading "Fund Performance") for
Class A Shares was 7.77%. In determining the Fund's net investment income for a
stated 30 day period, the Fund calculates yield to maturity on each portfolio
security on a daily basis. The Fund's distribution rate for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") for Class A Shares was 8.09%.

The Fund's average total returns, including payment of the maximum sales
charge, for Class A Shares for (i) the one year period ended June 30, 1998 was
4.18%, (ii) the five year period ended June 30, 1998 was 8.01%, (iii) the ten
year period ended June 30, 1998 was 8.31% and (iv) the approximately twelve year
period since June 27, 1986, the commencement of investment operations, through
June 30, 1998 was 8.54%.

The Fund's cumulative non-standardized total return, including payment of the
maximum sales charge, for Class A Shares from inception through June 30, 1998
(as calculated in the manner described in the Prospectus under the heading "Fund
Performance") was 167.63%.

The Fund's cumulative non-standardized total return, excluding the payment of
the maximum front-end sales charge, with respect to the Class A Shares from the
commencement of operations through June 30, 1998 (as calculated in the manner
described in the Prospectus under the heading "Fund Performance") was 180.93%.

CLASS B SHARES

The Fund's yield for the 30-day period ending June 30, 1998 (calculated in the
manner described in the Prospectus under the heading "Fund Performance") for
Class B Shares was 7.38%. In determining the Fund's net investment income for a
stated 30-day period, the Fund calculates yield to maturity on each portfolio
security on a daily basis. The Fund's distribution rate for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") for Class B Shares was 7.77%.

The Fund's average total return, including payment of the CDSC, for Class B
Shares for (i) the one year period ended June 30, 1998 was 5.28% and (ii) the
five year period ended June 30, 1998 was 8.17%. (iii) the approximately five
year one month period since May 17, 1993, the commencement of investment
operations, through June 30, 1998 was 8.72%.

The Fund's cumulative non-standardized total return, including payment of the
CDSC, for Class B Shares from inception through June 30, 1998 (as calculated in
the manner described in the Prospectus under the heading "Fund Performance") was
53.45%.

The Fund's cumulative non-standardized total return, excluding the payment of
the maximum front-end sales charge, with respect to the Class B Shares from June
30, 1993 (the commencement of the sale of Class B Shares) through June 30, 1998
(as calculated in the manner described in the Prospectus under the heading "Fund
Performance") was 54.42%.

CLASS C SHARES

The Fund's yield for the 30-day period ending June 30, 1998 (calculated in the
manner described in the Prospectus under the heading "Fund Performance") for
Class C Shares was 7.38%. In determining the Fund's net investment income for a
stated 30 day period, the Fund calculates yield to maturity on each portfolio
security on a daily basis. The Fund's distribution rate for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") for Class C Shares was 7.77%.

The Fund's average total returns, including payment of the CDSC, for Class C
Shares for (i) the one year period ended June 30, 1998 was 7.47%, and (ii) the
approximately 58 month period from August 13, 1993 (commencement of distribution
of Class C shares) through June 30, 1998 was 8.27%.

B-28
<PAGE> 150

The Fund's cumulative non-standardized total return, including payment of the
CDSC, for Class C Shares from inception through June 30, 1998 (as calculated in
the manner described in the Prospectus under the heading "Fund Performance") was
47.35%.

The Fund's cumulative non-standardized total return, excluding the payment of
the maximum front-end sales charge, with respect to the Class C Shares from June
30, 1994 (the commencement of the sale of Class C Shares) through June 30, 1998
(as calculated in the manner described in the Prospectus under the heading "Fund
Performance") was 47.35%.

B-29
<PAGE> 151

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Trustees and Shareholders of

Van Kampen High Yield Fund:

We have audited the accompanying statement of assets and liabilities of Van
Kampen High Yield Fund (the "Fund"), including the portfolio of investments, as
of June 30, 1998, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen High Yield Fund as of June 30, 1998, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the periods
presented, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP
Chicago, Illinois
August 3, 1998

B-30
<PAGE> 152

PORTFOLIO OF INVESTMENTS

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
DOMESTIC CORPORATE BONDS 72.7%
AEROSPACE & DEFENSE 2.5%
$ 1,000 Compass Aerospace Corp., 144A Private
Placement (a)................................ 10.125% 04/15/05 $ 1,020,000
4,850 Dyncorp...................................... 9.500 03/01/07 4,995,500
2,200 Sequa Corp................................... 9.625 10/15/99 2,271,500
2,600 Sequa Corp................................... 9.375 12/15/03 2,717,000
------------
11,004,000
------------
AUTOMOBILE 3.2%
2,750 Aetna Industries, Inc........................ 11.875 10/01/06 2,983,750
2,800 Collins and Aikman Products Co............... 11.500 04/15/06 3,129,000
2,400 Insilco Corp................................. 10.250 08/15/07 2,520,000
2,000 Standyne Automotive Corp., (Including 3,000
common stock warrants) 144A Private Placement
(a).......................................... 10.250 12/15/07 2,045,000
3,100 Talon Automotive Group, Inc., 144A Private
Placement (a)................................ 9.625 05/01/08 3,123,250
------------
13,801,000
------------
BEVERAGE, FOOD & TOBACCO 3.2%
1,000 Aurora Foods, Inc., 144A Private Placement
(a).......................................... 8.750 07/01/08 1,010,000
2,250 Fleming Cos., Inc............................ 10.500 12/01/04 2,334,375
900 Fleming Cos., Inc............................ 10.625 07/31/07 940,500
3,700 Jitney Jungle Stores America, Inc............ 12.000 03/01/06 4,181,000
2,078 Pantry, Inc.................................. 12.500 11/15/00 2,187,095
3,200 Pantry, Inc.................................. 10.250 10/15/07 3,256,000
------------
13,908,970
------------
BUILDINGS & REAL ESTATE 3.5%
5,300 American Standard, Inc. (c).................. 10.875 05/15/99 5,512,000
500 Cemex International Capital, Inc., 144A
Private Placement (a)........................ 9.660 12/29/49 483,100
1,750 Home Interiors & Gifts, Inc., 144A Private
Placement (a)................................ 10.125 06/01/08 1,793,750
1,500 Kevco, Inc................................... 10.375 12/01/07 1,563,750
2,750 Schuler Homes Inc., 144A Private Placement
(a).......................................... 9.000 04/15/08 2,660,625
3,250 Webb (Del E.) Corp........................... 9.375 05/01/09 3,193,125
------------
15,206,350
------------
CHEMICALS, PLASTICS & RUBBER 1.8%
4,258 ISP Holdings, Inc............................ 9.750 02/15/02 4,513,480
3,210 Pioneer Americas Acquisition Corp............ 9.250 06/15/07 3,177,900
------------
7,691,380
------------
CONTAINERS, PACKAGING & GLASS 1.3%
3,700 Fonda Group, Inc............................. 9.500 03/01/07 3,607,500
900 Sweetheart Cup, Inc.......................... 9.625 09/01/00 895,500
1,000 Vicap SA, 144A Private Placement (a)......... 10.250 05/15/02 1,006,200
------------
5,509,200
------------
DIVERSIFIED/CONGLOMERATE MANUFACTURING 1.4%
4,600 Communications & Power Industries, Inc....... 12.000 08/01/05 5,175,000
1,000 Moll Industries, Inc., 144A Private Placement
(a).......................................... 10.500 07/01/08 1,020,000
------------
6,195,000
------------
</TABLE>

See Notes to Financial Statements

B-31
<PAGE> 153
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
ECOLOGICAL 0.8%
$ 2,500 Envirosource, Inc............................ 9.750% 06/15/03 $ 2,512,500
500 Envirosource, Inc. Series B.................. 9.750 06/15/03 495,000
550 Norcal Waste Systems, Inc.................... 13.250 11/15/05 639,375
------------
3,646,875
------------
ELECTRONICS 0.9%
1,950 DecisionOne Corp............................. 9.750 08/01/07 1,881,750
3,100 DecisionOne Corp. (Including 3,100 common
stock warrants) (b).......................... 0/11.500 08/01/08 1,829,000
------------
3,710,750
------------
ENERGY 1.0%
2,000 Chesapeake Energy Corp., 144A Private
Placement (a)................................ 9.625 05/01/05 2,010,000
1,000 Hurricane Hydrocarbons....................... 11.750 11/01/04 980,000
2,200 Universal Compression, Inc., 144A Private
Placement (a)................................ * 02/15/08 1,380,500
------------
4,370,500
------------
FINANCE 2.5%
3,300 Americo Life, Inc., 144A Private Placement
(a) (c)...................................... 9.250 06/01/05 3,399,000
2,800 Americredit Corp............................. 9.250 02/01/04 2,856,000
2,000 Americredit Corp., 144A Private Placement
(a).......................................... 9.250 02/01/04 2,040,000
2,750 Contifinancial Corp.......................... 8.125 04/01/08 2,777,500
------------
11,072,500
------------
HEALTHCARE 4.6%
2,000 Alliance Imaging, Inc........................ 9.625 12/15/05 2,050,000
3,000 Hudson Respiratory Care, Inc., 144A Private
Placement (a)................................ 9.125 04/15/08 2,955,000
1,100 Imagyn Medical Technologies, Inc............. 12.500 04/01/04 440,000
2,000 Mediq, Inc., 144A Private Placement (a)...... 11.000 06/01/08 2,050,000
4,000 Oxford Health Plans, Inc., 144A Private
Placement (a)................................ 11.000 05/15/05 4,100,000
4,500 Paragon Health Network, Inc.................. * 11/01/07 2,970,000
1,700 Paragon Health Network, Inc.................. 9.500 11/01/07 1,729,750
2,000 Sun Healthcare Group, Inc., 144A Private
Placement (a)................................ 9.375 05/01/08 2,040,000
2,000 Vencor, Inc.................................. 9.875 05/01/05 1,970,000
------------
20,304,750
------------
HOTEL, MOTEL, INNS & GAMING 3.4%
3,250 Argosy Gaming Co............................. 13.250 06/01/04 3,672,500
3,075 Coast Hotels & Casinos, Inc.................. 13.000 12/15/02 3,551,625
3,950 Grand Casino, Inc. (c)....................... 10.125 12/01/03 4,285,750
1,000 Hard Rock Hotel, Inc., 144A Private Placement
(a).......................................... 9.250 04/01/05 1,025,000
2,000 Majestic Star Casino......................... 12.750 05/15/03 2,180,000
------------
14,714,875
------------
</TABLE>

See Notes to Financial Statements

B-32
<PAGE> 154
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
LEISURE 4.3%
$ 1,800 Booth Creek Ski Holdings, Inc................ 12.500% 03/15/07 $ 1,948,500
300 Booth Creek Ski Holdings, Inc., 144A Private
Placement (a)................................ 12.500 03/15/07 324,750
2,000 Premier Parks, Inc........................... 9.250 04/01/06 2,065,000
6,000 Selmer, Inc.................................. 11.000 05/15/05 6,570,000
4,000 Silver Cinemas International, Inc., 144A
Private Placement (a)........................ 10.500 04/15/05 4,060,000
1,650 Viacom International, Inc.................... 10.250 09/15/01 1,823,250
1,703 Waterford Gaming............................. 12.750 11/15/03 1,890,330
------------
18,681,830
------------
MINING, STEEL, IRON & NON-PRECIOUS METAL 1.6%
1,000 Inland Steel Co.............................. 12.000 12/01/98 1,025,000
2,000 Pen Holdings, Inc., 144A Private Placement
(a).......................................... 9.875 06/15/08 2,005,000
1,950 Renco Steel Holdings, Inc., 144A Private
Placement (a)................................ 10.875 02/01/05 1,959,750
2,000 WCI Steel, Inc............................... 10.000 12/01/04 2,060,000
------------
7,049,750
------------
OIL & GAS 4.7%
4,700 Dawson Production Services, Inc.............. 9.375 02/01/07 4,617,750
1,150 Giant Industries, Inc........................ 9.750 11/15/03 1,201,750
4,450 Giant Industries, Inc........................ 9.000 09/01/07 4,639,125
1,350 KCS Energy, Inc.............................. 11.000 01/15/03 1,451,250
3,700 National Energy Group, Inc................... 10.750 11/01/06 3,367,000
1,000 Petroleum Heat & Power, Inc.................. 12.250 02/01/05 992,500
2,200 Pride Petroleum Services, Inc................ 9.375 05/01/07 2,348,500
2,050 Wainoco Oil Corp., 144A Private Placement (a) 9.125 02/15/06 2,065,375
------------
20,683,250
------------
PERSONAL & NON-DURABLE 1.3%
5,100 Cole National Group, Inc..................... 9.875 12/31/06 5,520,750
------------
PRINTING, PUBLISHING & BROADCASTING 8.9%
3,000 Capstar Broadcasting Partners................ 9.250 07/01/07 3,150,000
2,500 Century Communications Corp.................. 8.875 01/15/07 2,656,250
1,850 Century Communications Corp.................. 8.750 10/01/07 1,956,375
1,050 CSC Holdings, Inc............................ 8.125 08/15/09 1,123,500
2,600 CSC Holdings, Inc............................ 10.500 05/15/16 3,055,000
3,500 EZ Communications, Inc....................... 9.750 12/01/05 3,867,500
3,350 Gray Communications Systems, Inc............. 10.625 10/01/06 3,676,625
1,250 Interep National Radio Sales, Inc. 144A
Private Placement (a)........................ 10.000 07/01/08 1,250,000
2,700 International Cabletel, Inc. (b)............. 0/12.750 04/15/05 2,369,250
2,750 International Cabletel, Inc. (b)............. 0/11.500 02/01/06 2,248,125
4,000 K-III Communications Corp.................... 10.250 06/01/04 4,290,000
2,100 Northland Cable Television, Inc.............. 10.250 11/15/07 2,247,000
4,700 Pegasus Communications Corp.................. 9.625 10/15/05 4,841,000
2,000 Young Broadcasting, Inc...................... 11.750 11/15/04 2,220,000
------------
38,950,625
------------
RAIL & SHIPPING 0.4%
1,750 Alpha Shipping, 144A Private Placement (a)... 9.500 02/15/08 1,649,375
------------
</TABLE>

See Notes to Financial Statements

B-33
<PAGE> 155
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
RAW MATERIALS/PROCESSING INDUSTRIES 0.7%
$ 2,900 S.D. Warren Co. (c).......................... 12.000% 12/15/04 $ 3,204,500
------------
RETAIL 1.2%
1,250 Big 5 Corp................................... 10.875 11/15/07 1,300,000
2,050 Community Distributors, Inc.................. 10.250 10/15/04 2,142,250
1,750 Hosiery Corp. America, Inc................... 13.750 08/01/02 1,929,375
------------
5,371,625
------------
TELECOMMUNICATIONS 14.0%
2,000 American Mobile Satellite Corp., 144A Private
Placement (a)................................ 12.250 04/01/08 1,870,000
4,205 Centennial Cellular Corp..................... 10.125 05/15/05 4,730,625
1,500 Clearview Cinema Group, Inc., 144A Private
Placement (a)................................ 10.875 06/01/08 1,526,250
3,000 CTI Holdings, 144A Private Placement (a)..... 11.500 04/15/08 1,665,000
4,000 Echostar Communications Corp. (b)............ 0/12.875 06/01/04 3,910,000
4,000 GST Network Funding, Inc., 144A Private
Placement (a) (b)............................ 0/10.500 05/01/08 2,390,000
1,350 Intermedia Communications of Florida, Inc.... 13.500 06/01/05 1,599,750
2,600 Intermedia Communications, Inc. (b).......... 0/11.250 07/15/07 1,907,750
6,000 Intermedia Communications, Inc., 144A Private
Placement (a)................................ 8.600 06/01/08 6,060,000
4,000 Metronet Communications Corp. (b)............ 0/9.950 06/15/08 2,460,000
2,000 MJD Communications, Inc., 144A Private
Placement (a)................................ 9.500 05/01/08 2,045,000
3,500 Nextlink Communications, Inc., 144A Private
Placement (a)................................ 9.450 04/15/08 2,135,000
1,000 Onepoint Communications Corp. (Including
1,000 common stock warrants) 144A Private
Placement (a)................................ 14.500 06/01/08 945,000
2,500 Optel, Inc., 144A Private Placement (a) (d).. 11.500 07/01/08 2,503,125
1,000 Park N View, Inc., 144A Private Placement (a) 13.000 05/15/08 997,500
8,000 Pinnacle Holdings, Inc., 144A Private
Placement (a)................................ 10.000 03/15/08 5,260,000
4,355 PSINet, Inc.................................. 10.000 02/15/05 4,431,213
2,500 RSL Communications, 144A Private Placement (a) * 03/01/08 1,487,500
3,750 Spectrasite Holdings, Inc., 144A Private
Placement (a)................................ 12.000 07/15/08 2,081,250
3,000 Startec Global Communications, 144A Private
Placement (a)................................ 12.000 05/15/08 2,925,000
2,000 Telecommunications Tech Co., 144A Private
Placement (a)................................ 9.750 05/15/08 2,045,000
2,750 Triton Communications, Inc., 144A Private
Placement (a)................................ * 05/01/08 1,553,750
7,550 United International Holdings, Inc........... 10.750 02/15/08 4,681,000
------------
61,209,713
------------
TEXTILES 1.8%
1,750 Cluett American Corp., 144A Private Placement
(a).......................................... 10.125 05/15/08 1,732,500
1,650 Pillowtex Corp............................... 10.000 11/15/06 1,769,625
2,850 Pillowtex Corp............................... 9.000 12/15/07 2,928,375
1,500 Scovill Fasteners, Inc....................... 11.250 11/30/07 1,548,750
------------
7,979,250
------------
TRANSPORTATION 1.6%
3,000 Atlas Air, Inc. 144A Private Placement (a)... 9.250 04/15/08 2,992,500
4,000 U.S. Airways, Inc............................ 8.625 09/01/98 4,015,760
------------
7,008,260
------------
</TABLE>

See Notes to Financial Statements

B-34
<PAGE> 156
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
UTILITIES 2.1%
$ 4,250 AES Corp. (c)................................ 10.250% 07/15/06 $ 4,621,875
1,200 AES Corp..................................... 8.375 08/15/07 1,215,000
600 El Paso Electric Co.......................... 8.250 02/01/03 640,500
1,500 El Paso Electric Co.......................... 8.900 02/01/06 1,680,000
854 Midland Cogeneration Venture................. 10.330 07/23/02 922,185
------------
9,079,560
------------
TOTAL DOMESTIC CORPORATE BONDS 72.7%............................. 317,524,638
------------
</TABLE>

<TABLE>
<CAPTION>
Par
Amount
in Local
Currency
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
FOREIGN BONDS AND DEBT SECURITIES 19.1%
ARGENTINA 2.1%
$ 3,000 Banco De Credito Argentino (US$)............. 9.500% 04/24/00 $ 3,045,000
1,000 Credito Argentino Sa (US$)................... 9.500 04/24/00 1,015,000
1,000 Federal Republic of Argentina (Var. Rate
Cpn.) (US$).................................. 5.750 03/31/23 744,375
1,000 Republic of Argentina (Var. Rate Cpn.)
(US$)........................................ 6.625 03/31/23 812,500
3,800 Republic of Argentina (US$).................. 6.625 03/31/05 3,355,400
------------
8,972,275
------------
AUSTRALIA 0.2%
1,100 Commonwealth of Australia (AU$).............. 10.000 10/15/02 803,145
------------
BRAZIL 1.6%
1,806 Brazil Media Trust (US$)..................... 6.5625 09/15/07 1,461,403
3,000 Companhia Paranaen (US$)..................... 9.750 05/02/05 2,805,000
2,000 Federal Republic of Brazil (US$)............. 10.125 05/15/27 1,726,000
500 Multicanal Participacoes Series B (US$)...... 12.625 06/18/04 501,250
500 Multicanal Participacoes (US$)............... 12.625 06/18/04 501,250
------------
6,994,903
------------
CANADA 3.6%
1,000 Canadian Airlines Corp. (US$)................ 10.000 05/01/05 1,010,000
5,400 Fonorola, Inc. (US$)......................... 12.500 08/15/02 5,980,500
3,500 Fundy Cable Ltd. (US$)....................... 11.000 11/15/05 3,850,000
4,500 Trizec Finance (US$)......................... 10.875 10/15/05 5,085,000
------------
15,925,500
------------
CHILE 0.2%
1,000 Empresa Electrica Delaware Norte Sa, (US$)
144A Private Placement (a)................... 7.750 03/15/06 863,530
------------
COLUMBIA 1.1%
2,500 Financiera Energetica (US$).................. 9.375 06/15/06 2,425,000
2,300 Financiera Energetica (US$), 144A Private
Placement (a)................................ 9.375 06/15/06 2,231,000
------------
4,656,000
------------
</TABLE>

See Notes to Financial Statements

B-35
<PAGE> 157
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
in Local
Currency
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
ITALY 0.2%
1,500,000 Federal Republic of Italy (Lira)............. 10.000% 08/01/03 1,042,212
------------
KOREA 0.5%
1,100 Korea Dev Bk (US$)........................... 6.250 05/01/00 1,006,478
1,500 Republic of Korea (US$)...................... 8.875 04/15/08 1,365,000
------------
2,371,478
------------
LUXEMBOURG 1.5%
8,500 Millicom International Cellular (US$) (b)
(c).......................................... 0/13.500 06/01/06 6,566,250
------------
MEXICO 1.9%
5,000 Satelites Mexicanos S A De CV, (US$) 144A
Private Placement (a)........................ 10.125 11/01/04 4,900,000
2,000 United Mexican States (US$).................. 11.375 09/15/16 2,226,000
1,000 United Mexican States (US$).................. 6.250 12/31/19 828,125
500 United Mexican States (US$).................. 11.500 05/15/26 568,750
------------
8,522,875
------------
MOROCCO 1.0%
5,000 Morocco Trust A Loan (US$) (e)............... 6.5625 01/01/09 4,287,500
------------
PANAMA 0.9%
4,000 Republic of Panama (US$)..................... 8.875 09/30/27 3,780,000
------------
POLAND 1.2%
1,000 Government of Poland (Var. Rate Cpn.)
(US$)........................................ 6.6875 10/27/24 984,375
4,250 Netia Holdings B V (US$)..................... 10.250 11/01/07 4,122,500
------------
5,106,875
------------
RUSSIA 1.7%
2,000 City of Moscow (US$)......................... 9.500 05/31/00 1,701,400
4,000 Ministry of Finance Russia (US$)............. 10.000 06/26/07 3,010,000
2,000 Russia Principal Loans (US$) (e)............. 6.625 12/15/20 953,750
3,000 Vnesheconombank (US$) (e).................... * 12/15/15 1,430,625
768 Vnesheconombank (US$) 144A Private Placement
(Var. Rate Cpn.) (a)......................... 6.625 12/02/98 427,498
------------
7,523,273
------------
UNITED KINGDOM 1.4%
1,500 Cenargo International Ltd., (US$) 144A
Private Placement (a)........................ 9.75 06/15/08 1,477,500
2,700 Diamond Cable Commerce Plc (US$) (b)......... 0/10.75 02/15/07 1,984,500
1,400 Esprit Telecom Group Plc (US$)............... 11.500 12/15/07 1,445,500
1,250 Esprit Telecom Group Plc, (US$) 144A Private
Placement (a)................................ 10.875 06/15/08 1,246,875
------------
6,154,375
------------
TOTAL FOREIGN BONDS AND DEBT SECURITIES 19.1%.................... 83,570,191
------------
TOTAL CORPORATE BONDS 91.8%...................................... 401,094,829
------------
</TABLE>

See Notes to Financial Statements

B-36
<PAGE> 158
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Description Market Value
- ----------------------------------------------------------------------------------------------
<S> <C>
EQUITIES 2.1%
American Telecasting, Inc. (8,370 common stock warrants)(g)..................... $ 4,185
Capital Gaming International, Inc. (5,000 common stock warrants) (g)............ 0
Coastal Finance, Inc. (40,000 preferred shares)................................. 980,000
CSC Holdings, Inc. (1 preferred share).......................................... 122
El Paso Electric Co. (22,459 preferred shares)(f)............................... 2,425,610
Hosiery Corp. America, Inc. (1,000 common stock warrants)(g).................... 52,500
Intermedia Communications of Florida, Inc. (3,150 common stock warrants), 144A
Private Placement (a) (g)..................................................... 441,000
Meditrust (3,867 common stock warrants)(g)...................................... 107,793
Time Warner, Inc. (4,799 preferred shares) (f).................................. 5,338,887
Urohealth Systems, Inc. (2,550 common stock warrants), 144A Private Placement
(a) (g)....................................................................... 26
------------
TOTAL EQUITIES.................................................................. 9,350,123
------------
SWAP TRANSACTIONS 0.0%
Merrill Lynch, 20.0 million US$ notional amount, maturing 9/1/98, payment based
upon the spread of the Merrill Lynch Master Index............................... 23,798
------------
TOTAL LONG-TERM INVESTMENTS 93.9%
(Cost $407,409,972)........................................................... 410,468,750
------------
REPURCHASE AGREEMENT 4.1%
J.P. Morgan Securities, (U.S. T-Note, $13,355,000 par, 12.000% coupon, due
05/15/05 dated 06/30/98 to be sold on 07/01/98 at $18,004,750)
(Cost $18,002,000)............................................................ 18,002,000
------------
TOTAL INVESTMENTS 98.0%
(Cost $425,411,972)........................................................... 428,470,750
OTHER ASSETS IN EXCESS OF LIABILITIES 2.0%..................................... 8,589,321
------------
NET ASSETS 100.0%.............................................................. $437,060,071
============
</TABLE>

*Zero coupon bond

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

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

(c) Assets segregated as collateral for when issued or delayed delivery purchase
commitments, open options, futures, forwards or swap transactions.

(d) Securities purchased on a when issued or delayed delivery basis.

(e) Security is a bank loan participation.

(f) Payment-in-kind security.

(g) Non-income producing security.

See Notes to Financial Statements

B-37
<PAGE> 159

STATEMENT OF ASSETS AND LIABILITIES

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ASSETS:
Total Investments (Cost $425,411,972)....................... $ 428,470,750
Cash........................................................ 213,636
Receivables:
Investments Sold.......................................... 8,559,865
Interest.................................................. 7,169,496
Fund Shares Sold.......................................... 768,415
Forward Currency Contracts.................................. 15,198
Other....................................................... 14,161
--------------
Total Assets.......................................... 445,211,521
--------------
LIABILITIES:
Payables:
Investments Purchased..................................... 4,750,000
Income Distributions...................................... 1,817,044
Fund Shares Repurchased................................... 632,649
Distributor and Affiliates................................ 380,544
Investment Advisory Fee................................... 236,298
Variation Margin on Futures............................... 28,125
Trustees' Deferred Compensation and Retirement Plans........ 127,410
Options at Market Value (Net premiums paid of $1,775)....... 3,750
Accrued Expenses............................................ 175,630
--------------
Total Liabilities..................................... 8,151,450
--------------
NET ASSETS.................................................. $ 437,060,071
==============
NET ASSETS CONSIST OF:
Capital..................................................... $ 521,893,588
Net Unrealized Appreciation................................. 2,966,018
Accumulated Distributions in Excess of Net Investment
Income.................................................... (1,685,377)
Accumulated Net Realized Loss............................... (86,114,158)
--------------
NET ASSETS.................................................. $ 437,060,071
==============
MAXIMUM OFFERING PRICE PER SHARE:
Class A Shares:
Net asset value and redemption price per share (Based on
net assets of $280,565,914 and 28,360,164 shares of
beneficial interest issued and outstanding)............. $ 9.89
Maximum sales charge (4.75%* of offering price)......... .49
--------------
Maximum offering price to public........................ $ 10.38
==============
Class B Shares:
Net asset value and offering price per share (Based on
net assets of $145,003,244 and 14,662,143 shares of
beneficial interest issued and outstanding)............. $ 9.89
==============
Class C Shares:
Net asset value and offering price per share (Based on
net assets of $11,490,913 and 1,162,594 shares of
beneficial interest issued and outstanding)............. $ 9.88
==============
*On sales of $100,000 or more, the sales charge will be
reduced.
</TABLE>

See Notes to Financial Statements

B-38
<PAGE> 160

STATEMENT OF OPERATIONS

For the Year Ended June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest (Net of foreign withholding taxes of $7,881)....... $40,758,538
Dividends................................................... 951,901
Other....................................................... 1,196,387
-----------
Total Income............................................ 42,906,826
-----------
EXPENSES:
Investment Advisory Fee..................................... 3,298,466
Distribution (12b-1) and Service Fees (Attributed to Classes
A, B, and C of $687,422, $1,410,829, and $98,799,
respectively)............................................. 2,197,050
Shareholder Services........................................ 644,982
Custody..................................................... 120,938
Trustees' Fees and Expenses................................. 31,475
Legal....................................................... 28,850
Other....................................................... 297,676
-----------
Total Expenses.......................................... 6,619,437
Less Fees Waived........................................ 439,795
-----------
Net Expenses............................................ 6,179,642
-----------
NET INVESTMENT INCOME....................................... $36,727,184
===========
REALIZED AND UNREALIZED GAIN/LOSS:
Realized Gain/Loss:
Investments............................................. $ 9,805,802
Options................................................. (104,912)
Futures................................................. 497,291
Forwards................................................ 46,182
Foreign Currency Transactions........................... (6,359)
-----------
Net Realized Gain........................................... 10,238,004
-----------
Unrealized Appreciation/Depreciation:
Beginning of the Period................................... 11,798,356
-----------
End of the Period:
Investments............................................. 3,058,778
Options................................................. (5,525)
Futures................................................. (87,188)
Foreign Currency Translation............................ (47)
-----------
2,966,018
-----------
Net Unrealized Depreciation During the Period............... (8,832,338)
-----------
NET REALIZED AND UNREALIZED GAIN............................ $ 1,405,666
===========
NET INCREASE IN NET ASSETS FROM OPERATIONS.................. $38,132,850
===========
</TABLE>

See Notes to Financial Statements

B-39
<PAGE> 161

STATEMENT OF CHANGES IN NET ASSETS

For the Years Ended June 30, 1998 and 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended Year Ended
June 30, 1998 June 30, 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income................................ $ 36,727,184 $ 34,529,017
Net Realized Gain.................................... 10,238,004 9,725,173
Net Unrealized Appreciation/Depreciation During the
Period............................................. (8,832,338) 6,256,307
----------- ----------
Change in Net Assets from Operations................. 38,132,850 50,510,497
----------- ----------
Distributions from Net Investment Income............. (36,588,695) (34,529,017)
Distributions in Excess of Net Investment Income..... -0- (412,288)
----------- ----------
Distributions from and in Excess of Net Investment
Income*.......................................... (36,588,695) (34,941,305)
Return of Capital Distribution*...................... -0- (612,243)
----------- ----------
Total Distributions................................ (36,588,695) (35,553,548)
----------- ----------
NET CHANGE IN NET ASSETS FROM INVESTMENT
ACTIVITIES......................................... 1,544,155 14,956,949
----------- ----------
FROM CAPITAL TRANSACTIONS:
Proceeds from Shares Sold............................ 141,976,974 151,222,275
Net Asset Value of Shares Issued Through Dividend
Reinvestment....................................... 14,616,655 13,768,097
Cost of Shares Repurchased........................... (145,829,346) (130,375,583)
----------- -----------
NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS... 10,764,283 34,614,789
----------- -----------
TOTAL INCREASE IN NET ASSETS......................... 12,308,438 49,571,738
NET ASSETS:
Beginning of the Period.............................. 424,751,633 375,179,895
----------- -----------
End of the Period (Including accumulated
distributions in excess of net investment income of
$1,685,377 and $1,905,853, respectively)........... $437,060,071 $424,751,633
============ ============
</TABLE>

<TABLE>
<CAPTION>
Year Ended Year Ended
*Distributions by Class June 30, 1998 June 30, 1997
- -------------------------------------------------------------------------
<S> <C> <C>
Distributions from and in Excess of
Net Investment Income:
Class A Shares................... $(24,757,453) $(24,888,535)
Class B Shares................... (11,057,055) (9,438,468)
Class C Shares................... (774,187) (614,302)
------------- ------------
$(36,588,695) $(34,941,305)
============= ============
Return of Capital Distribution:
Class A Shares................... $ -0- $ (430,710)
Class B Shares................... -0- (170,818)
Class C Shares................... -0- (10,715)
------------- ------------
$ -0- $ (612,243)
============= ============
</TABLE>

See Notes to Financial Statements

B-40
<PAGE> 162
FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for one share of
the Fund outstanding throughout the periods indicated.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended June 30
--------------------------------------------------
Class A Shares 1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the
Period............................ $ 9.854 $ 9.493 $ 9.398 $ 9.643 $10.380
-------- ------- -------- ------- --------
Net Investment Income............. .857 .857 .878 .844 .908
Net Realized and Unrealized
Gain/Loss....................... .037 .384 .147 (.099) (.595)
-------- ------- -------- ------- --------
Total from Investment Operations.... .894 1.241 1.025 .745 .313
-------- ------- -------- ------- --------
Less:
Distributions from and in Excess
of Net Investment Income........ .855 .865 .880 .815 .950
Return of Capital Distribution.... -0- .015 .050 .175 .100
-------- ------- -------- ------- --------
Total Distributions................. .855 .880 .930 .990 1.050
-------- ------- -------- ------- --------
Net Asset Value, End of the
Period............................ $ 9.893 $ 9.854 $ 9.493 $ 9.398 $ 9.643
======== ======= ======== ======= ========
Total Return* (a)................... 9.36% 13.60% 11.26% 8.50% 2.92%
Net Assets at End of the Period (In
millions)......................... $ 280.6 $ 288.0 $ 271.1 $ 253.3 $ 260.7
Ratio of Expenses to Average Net
Assets *.......................... 1.14% 1.17% 1.31% 1.31% 1.32%
Ratio of Net Investment Income to
Average Net Assets *.............. 8.61% 8.83% 9.16% 9.13% 8.85%
Portfolio Turnover.................. 154% 125% 102% 152% 203%
*If certain expenses had not been waived or reimbursed by Van Kampen, total return would
have been lower and the ratios would have been as follows:
Ratio of Expenses to Average Net
Assets............................ 1.24% 1.26% 1.31% N/A N/A
Ratio of Net Investment Income to
Average Net Assets................ 8.51% 8.73% 9.15% N/A N/A
</TABLE>

(a) Total return is based upon Net Asset Value which does not include payment of
the maximum sales charge or contingent deferred sales charge.

N/A -- Not applicable.

See Notes to Financial Statements

B-41
<PAGE> 163
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
Year Ended June 30,
-----------------------------------------------
Class B Shares 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the
Period................................ $ 9.855 $ 9.497 $ 9.398 $ 9.638 $10.382
------- ------- ------- ------- -------
Net Investment Income................. .782 .777 .797 .788 .889
Net Realized and Unrealized
Gain/Loss........................... .036 .389 .160 (.115) (.665)
------- ------- ------- ------- -------
Total from Investment Operations........ .818 1.166 .957 .673 .224
------- ------- ------- ------- -------
Less:
Distributions from and in Excess of
Net Investment Income............... .783 .794 .812 .751 .877
Return of Capital Distribution........ -0- .014 .046 .162 .091
------- ------- ------- ------- -------
Total Distributions..................... .783 .808 .858 .913 .968
------- ------- ------- ------- -------
Net Asset Value, End of the Period...... $ 9.890 $ 9.855 $ 9.497 $ 9.398 $ 9.638
======= ======= ======= ======= =======
Total Return* (a)....................... 9.28% 12.64% 10.55% 7.61% 2.11%
Net Assets at End of the Period (In
millions)............................. $ 145.0 $ 128.7 $ 97.1 $ 55.9 $ 33.2
Ratio of Expenses to Average Net
Assets*............................... 1.91% 1.93% 2.07% 2.04% 2.13%
Ratio of Net Investment Income to
Average Net Assets*................... 7.84% 8.03% 8.39% 8.35% 7.94%
Portfolio Turnover...................... 154% 125% 102% 152% 203%
*If certain expenses had not been waived or reimbursed by Van Kampen, total return would
have been lower and the ratios would have been as follows:
Ratio of Expenses to Average Net
Assets................................ 2.01% 2.02% 2.07% N/A N/A
Ratio of Net Investment Income to
Average Net Assets.................... 7.74% 7.94% 8.38% N/A N/A
</TABLE>

(a) Total Return is based upon Net Asset Value which does not include payment of
maximum sales charge or contingent deferred sales charge.

N/A -- Not applicable.

See Notes to Financial Statements

B-42
<PAGE> 164
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
August 13, 1993
Year Ended June 30, (Commencement of
------------------------------------- Distribution) to
Class C Shares 1998 1997 1996 1995 June 30, 1994(a)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period.............................. $ 9.851 $ 9.495 $ 9.396 $ 9.643 $10.340
------- ------- ------- ------- -------
Net Investment Income............... .780 .780 .828 .745 .761
Net Realized and Unrealized
Gain/Loss......................... .036 .384 .129 (.079) (.605)
------- ------- ------- ------- -------
Total from Investment Operations...... .816 1.164 .957 .666 .156
------- ------- ------- ------- -------
Less:
Distributions from and in Excess of
Net Investment Income............. .783 .794 .812 .751 .763
Return of Capital Distribution...... -0- .014 .046 .162 .090
------- ------- ------- ------- -------
Total Distributions................... .783 .808 .858 .913 .853
------- ------- ------- ------- -------
Net Asset Value, End of Period........ $ 9.884 $ 9.851 $ 9.495 $ 9.396 $ 9.643
======= ======= ======= ======= =======
Total Return* (b)..................... 8.47% 12.65% 10.55% 7.61% 1.37%**
Net Assets at End of Period
(In millions)....................... $ 11.5 $ 8.1 $ 7.0 $ 2.0 $ 2.2
Ratio of Expenses to Average Net
Assets*............................. 1.91% 1.93% 2.06% 2.12% 2.14%
Ratio of Net Investment Income to
Average Net Assets*................. 7.83% 8.08% 8.38% 8.13% 7.91%
Portfolio Turnover.................... 154% 125% 102% 152% 203%**
*If certain expenses had not been waived or reimbursed by Van Kampen, total return would have
been lower and the ratios would have been as follows:
Ratio of Expenses to Average Net
Assets.............................. 2.01% 2.03% 2.07% N/A N/A
Ratio of Net Investment Income to
Average Net Assets.................. 7.73% 7.99% 8.38% N/A N/A
</TABLE>

** Non-Annualized

(a) Based on average shares outstanding.

(b) Total Return is based upon Net Asset Value which does not include payment of
maximum sales charge or contingent deferred sales charge.

N/A -- Not applicable.

See Notes to Financial Statements

B-43
<PAGE> 165

NOTES TO FINANCIAL STATEMENTS

June 30, 1998
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen High Yield Fund, formerly known as Van Kampen American Capital High
Yield Fund, (the "Fund") is organized as a series of Van Kampen Trust, a
Delaware business trust (the "Trust"), and is registered as a diversified
open-end management investment company under the Investment Company Act of 1940,
as amended. The Fund's primary investment objective is to provide a high level
of current income through investment in medium and lower grade domestic
corporate debt securities. The Fund also may invest up to 35% of its assets in
foreign government and corporate debt securities of comparable quality. The Fund
commenced investment operations on June 27, 1986. The Fund commenced
distribution of its Class B and C shares on May 17, 1993 and August 13, 1993,
respectively.

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

A. SECURITY VALUATION--Investments are stated at value using market quotations
or, if such valuations are not available, estimates obtained from yield data
relating to instruments or securities with similar characteristics in accordance
with procedures established in good faith by the Board of Trustees. Short-term
securities with remaining maturities of 60 days or less are valued at amortized
cost.

B. SECURITY TRANSACTIONS--Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Fund may purchase and sell securities on a "when issued" or "delayed delivery"
basis, with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Fund will
maintain, in a segregated account with its custodian, assets having an aggregate
value at least equal to the amount of the when issued or delayed delivery
purchase commitments until payment is made.

The Fund may invest in repurchase agreements, which are short-term
investments in which the Fund acquires ownership of a debt security and the
seller agrees to repurchase the security at a future time and specified price.
The Fund may invest independently in repurchase agreements, or transfer
uninvested cash balances into a pooled cash account

B-44
<PAGE> 166
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

along with other investment companies advised by Van Kampen Investment Advisory
Corp. (the "Adviser") or its affiliates, the daily aggregate of which is
invested in repurchase agreements. Repurchase agreements are fully
collateralized by the underlying debt security. The Fund will make payment for
such securities only upon physical delivery or evidence of book entry transfer
to the account of the custodian bank. The seller is required to maintain the
value of the underlying security at not less than the repurchase proceeds due
the Fund.

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

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

The Fund intends to utilize provisions of the federal income tax laws which
allow it to carry a realized capital loss forward for eight years following the
year of the loss and offset such losses against any future realized capital
gains. At June 30, 1998, the Fund had an accumulated capital loss carryforward
for tax purposes of $85,906,541, which will expire between June 30, 1999 and
June 30, 2004. Of this amount, $39,385,731 will expire on June 30, 1999. Net
realized gains or losses may differ for financial and tax reporting purposes
primarily as a result of wash sales, currency gains, and mark to market on
futures contracts at June 30, 1998.

At June 30, 1998, for federal income tax purposes, the cost of long- and
short-term investments is $425,712,303; the aggregate gross unrealized
appreciation is $9,418,800 and the aggregate gross unrealized depreciation is
$6,684,151, resulting in net unrealized appreciation of $2,734,649.

E. DISTRIBUTION OF INCOME AND GAINS--The Fund declares daily and pays monthly
dividends from net investment income. Net investment income for federal income
tax purposes includes gains and losses realized on foreign currency
transactions. These gains and losses are included as net realized gains and
losses for financial reporting purposes.

B-45
<PAGE> 167
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

Net realized gains, if any, are distributed annually. Distributions from net
realized gains for book purposes may include short-term capital gains, which are
included as ordinary income for tax purposes.

Due to inherent differences in the recognition of income, expenses and
realized gains/losses under generally accepted accounting principles and federal
income tax purposes, permanent differences between book and tax basis reporting
for the 1998 fiscal year have been identified and appropriately reclassified.
Permanent book and tax basis differences relating to the recognition of net
realized gains on foreign currency transactions of $81,987 were reclassified
from accumulated net realized gain/loss to accumulated undistributed net
investment income.

F. CURRENCY TRANSLATION--Assets and liabilities denominated in foreign
currencies and commitments under forward currency contracts are translated into
U.S. dollars at the mean of the quoted bid and ask prices of such currencies
against the U.S. dollar. Purchases and sales of portfolio securities are
translated at the rate of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated at rates prevailing when accrued.

G. BANK LOAN PARTICIPATIONS--The Fund invests in participation interests of
loans to foreign entities. When the Fund purchases a participation of a foreign
loan interest, the Fund typically enters into a contractual agreement with the
lender or other third party selling the participation, but not with the borrower
directly. As such, the Fund assumes credit risk for the borrower, selling
participant or other persons positioned between the Fund and the borrower.

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the Fund's Investment Advisory Agreement, the Adviser will
provide investment advice and facilities to the Fund for an annual fee payable
monthly as follows:

<TABLE>
<CAPTION>
AVERAGE NET ASSETS % PER ANNUM
- --------------------------------------------------------------------------
<S> <C>
First $500 million.................................. .75 of 1%
Over $500 million................................... .65 of 1%
</TABLE>

For the year ended June 30, 1998, the Adviser waived a portion of its
advisory fee. This waiver is voluntary and may be discontinued at any time.

For the year ended June 30, 1998, the Fund recognized expenses of
approximately $15,900 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom (Illinois), counsel to the Fund, of which a trustee of the
Fund is an affiliated person.

B-46
<PAGE> 168
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

For the year ended June 30, 1998, the Fund recognized expenses of
approximately $55,000 representing Van Kampen Funds Inc.'s or its affiliates'
(collectively "Van Kampen") cost of providing accounting and legal services to
the Fund.

Van Kampen Investor Services Inc., ("VKIS"), an affiliate of the Adviser,
serves as the shareholder servicing agent for the Fund. For the year ended June
30, 1998, the Fund recognized expenses of approximately $458,900. Beginning in
1998, the transfer agency fees are determined through negotiations with the
Fund's Board of Trustees and are based on competitive market benchmarks.

Additionally, for the year ended June 30, 1998, the Fund reimbursed Van
Kampen approximately $19,600 related to the direct cost of consolidating the Van
Kampen open-end fund complex. Payment was contingent upon the realization by the
Fund of cost efficiencies resulting from the consolidation.

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

The Fund provides deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable for a ten-year period
and are based upon each trustee's years of service to the Fund. The maximum
annual benefit per trustee under the plan is $2,500.

3. CAPITAL TRANSACTIONS
The Fund has outstanding three classes of shares of beneficial interest, Classes
A, B and C, each with a par value of $.01 per share. There are an unlimited
number of shares of each class authorized. At June 30, 1998, capital aggregated
$369,566,903,

B-47
<PAGE> 169
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

$141,033,457 and $11,293,228 for Class A, B and C shares, respectively. For the
year ended June 30, 1998, transactions were as follows:

<TABLE>
<CAPTION>
SHARES VALUE
- ---------------------------------------------------------------------------
<S> <C> <C>
Sales:
Class A.................................. 8,945,784 $ 89,317,500
Class B.................................. 4,588,921 45,799,499
Class C.................................. 687,284 6,859,975
----------- -------------
Total Sales................................ 14,221,989 $ 141,976,974
=========== =============
Dividend Reinvestment:
Class A.................................. 997,599 $ 9,948,016
Class B.................................. 427,244 4,261,071
Class C.................................. 40,893 407,568
----------- -------------
Total Dividend Reinvestment................ 1,465,736 $ 14,616,655
=========== =============
Repurchases:
Class A.................................. (10,812,030) $(107,994,896)
Class B.................................. (3,408,945) (33,992,220)
Class C.................................. (385,647) (3,842,230)
----------- -------------
Total Repurchases.......................... (14,606,622) $(145,829,346)
=========== =============
</TABLE>

B-48
<PAGE> 170
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1997, capital aggregated $378,296,283, $124,965,107 and
$7,867,915 for Class A, B and C shares, respectively. For the year ended June
30, 1997, transactions were as follows:

<TABLE>
<CAPTION>
SHARES VALUE
- ---------------------------------------------------------------------------
<S> <C> <C>
Sales:
Class A.................................. 9,665,241 $ 93,909,024
Class B.................................. 5,509,891 53,363,176
Class C.................................. 406,766 3,950,075
---------- -------------
Total Sales................................ 15,581,898 $ 151,222,275
=========== =============
Dividend Reinvestment:
Class A.................................. 1,014,981 $ 9,862,811
Class B.................................. 369,698 3,593,610
Class C.................................. 32,085 311,676
----------- -------------
Total Dividend Reinvestment................ 1,416,764 $ 13,768,097
=========== =============
Repurchases:
Class A.................................. (10,008,711) $ (97,324,996)
Class B.................................. (3,049,089) (29,617,644)
Class C.................................. (353,416) (3,432,943)
----------- -------------
Total Repurchases.......................... (13,411,216) $(130,375,583)
=========== =============
</TABLE>

Class B and C shares are offered without a front end sales charge, but are
subject to a contingent deferred sales charge (CDSC). Class B shares will
automatically convert to Class A shares after the eighth year following
purchase. The CDSC will be imposed on most redemptions made within six years of
the purchase for Class B and one year of the purchase for Class C as detailed in
the following schedule.

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE
YEAR OF REDEMPTION CLASS B CLASS C
- ---------------------------------------------------------------------------
<S> <C> <C>
First............................................ 4.00% 1.00%
Second........................................... 3.75% None
Third............................................ 3.50% None
Fourth........................................... 2.50% None
Fifth............................................ 1.50% None
Sixth............................................ 1.00% None
Seventh and Thereafter........................... None None
</TABLE>

B-49
<PAGE> 171
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

For the year ended June 30, 1998, Van Kampen, as Distributor for the Fund,
received commissions on sales of the Fund's Class A shares of approximately
$78,100 and CDSC on redeemed shares of approximately $342,100. Sales charges do
not represent expenses of the Fund.

4. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $657,401,849 and $607,133,236,
respectively.

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

Summarized below are the specific types of derivative financial instruments
used by the Fund.

A. OPTION CONTRACTS--An option contract gives the buyer the right, but not the
obligation to buy (call) or sell (put) an underlying item at a fixed exercise
price during a specified period. These contracts are generally used by the Fund
to manage the portfolio's effective maturity and duration.

Transactions in options for the year ended June 30, 1998, were as follows:

<TABLE>
<CAPTION>
CONTRACTS PREMIUM
- -----------------------------------------------------------------------
<S> <C> <C>
Outstanding at June 30, 1997.................... 0 $ 0
Options Written and Purchased (Net)............. 700 (179,977)
Options Terminated in Closing Transactions
(Net)......................................... (200) 60,976
Options Expired (Net)........................... (200) 117,226
---- ---------
Outstanding at June 30, 1998.................... 300 $ (1,775)
==== =========
</TABLE>

B-50
<PAGE> 172
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

The related futures contracts of the outstanding option transactions as of
June 30, 1998, and the descriptions and market values are as follows:

<TABLE>
<CAPTION>
MARKET
EXPIRATION MONTH/ VALUE OF
CONTRACTS EXERCISE PRICE OPTIONS
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Euro Dollar Options
Sep 1998--Purchased Put..... 100 Sep/94 $ 2,500
Sep 1998--Purchased Put..... 50 Sep/94 1,250
Sep 1998--Written Call...... 100 Sep/94.5 (5,000)
Sep 1998--Written Call...... 50 Sep/94.5 (2,500)
--- --------
300 $(3,750)
=== ========
</TABLE>

B. FUTURES CONTRACTS--A futures contract is an agreement involving the delivery
of a particular asset on a specified future date at an agreed upon price. The
Fund generally invests in futures on U.S. Treasury Bonds and typically closes
the contract prior to the delivery date. These contracts are generally used to
manage the portfolio's effective maturity and duration.

Upon entering into futures contracts, the Fund maintains, in a segregated
account with its custodian, securities with a value equal to its obligation
under the futures contracts. During the period the futures contract is open,
payments are received from or made to the broker based upon changes in the value
of the contract (the variation margin). The risk of loss associated with a
futures contract is in excess of the variation margin reflected on the Statement
of Assets and Liabilities.

Transactions in futures contracts for the year ended June 30, 1998, were as
follows:

<TABLE>
<CAPTION>
Contracts
- ------------------------------------------------------------------
<S> <C>
Outstanding at June 30, 1997......................... -0-
Futures Opened....................................... 1,675
Futures Closed....................................... (1,575)
------
Outstanding at June 30, 1998......................... 100
======
</TABLE>

B-51
<PAGE> 173
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

The futures contracts outstanding as of June 30, 1998, and the descriptions
and unrealized depreciation are as follows:

<TABLE>
<CAPTION>
UNREALIZED
CONTRACTS DEPRECIATION
- -----------------------------------------------------------------------
<S> <C> <C>
LONG CONTRACTS:
U.S. Treasury Bond Future Sep 1998
(Current notional value $123,594 per
contract).................................. 20 $ 49,375
U.S. Treasury Bond Future Sep 1998
(Current notional value $123,594 per
contract).................................. 30 25,313
U.S. Treasury Bond Future Sep 1998
(Current notional value $123,594 per
contract).................................. 25 5,469
U.S. Treasury Bond Future Sep 1998
(Current notional value $123,594 per
contract).................................. 25 7,031
--- --------
100 $ 87,188
=== ========
</TABLE>

C. FORWARD CURRENCY CONTRACTS--These instruments are commitments to purchase or
sell a foreign currency at a future date at a negotiated forward rate. The gain
or loss arising from the difference between the original value of the contract
and the closing value of such contract is included as a component of realized
gain/loss on forwards.

At June 30, 1998, the Fund has realized gains on closed but unsettled
forward currency contracts of $15,198 scheduled to settle on July 15, 1998.

D. SWAP TRANSACTIONS--These securities, which are identified in the portfolio of
investments, represent an agreement between two parties to exchange a series of
cash flows based upon various indices at specified intervals.

6. DISTRIBUTION AND SERVICE PLANS

The Fund and its shareholders have adopted a distribution plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 and a service plan (collectively
the "Plans"). The Plans govern payments for the distribution of the Fund's
shares, ongoing shareholder services and maintenance of shareholder accounts.

Annual fees under the Plans of up to .25% for Class A net assets and 1.00%
each for Class B and Class C net assets are accrued daily. Included in these
fees for the year ended June 30, 1998, are payments retained by Van Kampen of
approximately $1,017,300.

B-52
<PAGE> 174

STATEMENT OF ADDITIONAL INFORMATION

VAN KAMPEN SHORT-TERM GLOBAL INCOME FUND

Van Kampen Short-Term Global Income Fund (the "Fund") is a separate,
non-diversified series of Van Kampen Trust (the "Trust"), an open-end management
investment company. The Fund's investment objective is to seek a high level of
current income, consistent with prudent investment risk.

The Fund seeks to achieve its investment objective by investing primarily in a
global portfolio of investment grade debt securities denominated in various
currencies and multi-national currency units and maintaining a dollar-weighted
average portfolio duration of not more than three years. The portfolio consists
of at least 80% of its net assets in investment grade debt securities issued or
guaranteed by foreign governments or supranational organizations or their
agencies, instrumentalities or subdivisions, investment grade debt securities
issued by corporations, investment grade certificates of deposit or bankers
acceptances issued or guaranteed by large U.S. or foreign banks, investment
grade commercial paper and debt securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities. The fund may also invest up to
20% of its net assets in lower-grade debt securities which are below investment
grade. Investment in such lower-grade securities, which securities are commonly
referred to as "junk bonds," involve special risks as compared to investments in
higher grade securities. Investments in securities denominated in currencies
other than the U.S. dollar involve foreign currency exchange risks. The Fund may
engage in strategic transactions to seek to reduce or eliminate such risks.

This Statement of Additional Information is not a prospectus, but should be
read in conjunction with the Prospectus for the Fund dated the date hereof (the
"Prospectus"). This Statement of Additional Information does not include all
information that a prospective investor should consider before purchasing shares
of the Fund, and investors should obtain and read the Prospectus prior to
purchasing shares. A copy of the Prospectus may be obtained without charge, by
writing or calling Van Kampen Funds Inc. at One Parkview Plaza, Oakbrook
Terrace, Illinois 60181 or (800) 341-2911 ((800) 421-2833 for the hearing
impaired). This Statement of Additional Information incorporates by reference
the entire Prospectus.

The Prospectus and this Statement of Additional Information omit certain of
the information contained in the registration statement filed with the
Securities and Exchange Commission, Washington, D.C. (the "SEC"). These items
may be obtained from the SEC upon payment of the fee prescribed, or inspected at
the SEC's office at no charge.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Fund and the Trust...................................... B-2
Investment Policies and Restrictions........................ B-3
Additional Investment Considerations........................ B-4
Description of Securities Ratings........................... B-18
Trustees and Officers....................................... B-24
Legal Counsel............................................... B-33
Transfer Agency............................................. B-33
Investment Advisory and Other Services...................... B-33
Custodian and Independent Accountants....................... B-34
Portfolio Transactions and Brokerage Allocation............. B-34
Tax Status of the Fund...................................... B-35
The Distributor............................................. B-36
Distribution and Service Plans.............................. B-36
Performance Information..................................... B-37
Report of Independent Accountants........................... B-39
Financial Statements........................................ B-40
Notes to Financial Statements............................... B-49
</TABLE>

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED OCTOBER 28, 1998.

<PAGE> 175

THE FUND AND THE TRUST

The Fund is a separate, non-diversified series of the Van Kampen Trust (the
"Trust"), an open-end management investment company. At present, the Fund, Van
Kampen High Yield Fund and Van Kampen Strategic Income Fund, each a separate
series of the Trust, are the only series of the Trust, although other series may
be organized and offered in the future. Each series of the Trust will be treated
as a separate corporation for federal income tax purposes.

The Trust is an unincorporated business trust established under the laws of
the State of Delaware by an Agreement and Declaration of Trust dated as of May
10, 1995 (the "Declaration of Trust"). The Declaration of Trust permits the
Trustees to create one or more separate investment portfolios and issue a series
of shares for each portfolio. The trustees can further sub-divide each series of
shares into one or more classes of shares for each portfolio. The Trust can
issue an unlimited number of full and fractional shares, par value $0.01 per
share (prior to July 31, 1995, the shares had no par value). Each share
represents an equal proportionate interest in the assets of the series with each
other share in such series and no interest in any other series. No series is
subject to the liabilities of any other series. The Declaration of Trust
provides that shareholders are not liable for any liabilities of the Trust or
any of its series, requires inclusion of a clause to that effect in every
agreement entered into by the Trust or any of its series and indemnifies
shareholders against any such liability.

The Fund originally was organized, under the name Van Kampen Merritt
Short-Term Global Income Fund, as a sub-trust of the Massachusetts Trust. In
connection with the Massachusetts Trust's reorganization into a Delaware
business trust, the Fund was reorganized into a series of the Trust and renamed
Van Kampen American Capital Short-Term Global Income Fund. On July 14, 1998, the
Fund adopted its current name.

B-2
<PAGE> 176

of such contract or other document filed as an exhibit to the Registration
Statement of which this Statement of Additional Information forms a part, each
such statement being qualified in all respects by such reference.

INVESTMENT POLICIES AND RESTRICTIONS

The investment objective of the Fund is set forth in the Prospectus under the
caption "Investment Objectives and Policies." There can be no assurance that the
Fund will achieve its investment objective.

Fundamental investment restrictions limiting the investments of the Fund
provide that the Fund may not:

1. Purchase any securities (other than obligations issued or guaranteed by
the United States Government or by its agencies or instrumentalities), if
as a result more than 5% of the Fund's total assets would then be invested
in securities of a single issuer or if as a result the Fund would hold
more than 10% of the outstanding voting securities of any single issuer;
provided that, with respect to 50% of the Fund's assets, the Fund may
invest up to 25% of its assets in the securities of any one issuer, except
that the Fund may purchase securities of other investment companies
without regard to such limitations to the extent permitted by (i) the 1940
Act, as amended from time to time, (ii) the rules and regulations
promulgated by the SEC under the 1940 Act, as amended from time to time,
or (iii) an exemption or other relief from the provisions of the 1940 Act.

2. Borrow money, except from banks for temporary purposes and then in amounts
not in excess of 5% of the total asset value of the Fund, or mortgage,
pledge, or hypothecate any assets except in connection with a borrowing
and in amounts not in excess of 10% of the total asset value of the Fund.
Borrowings may not be made for investment leverage, but only to enable the
Fund to satisfy redemption requests where liquidation of portfolio
securities is considered disadvantageous or inconvenient. In this
connection, the Fund will not purchase portfolio securities during any
period that such borrowings, including the Fund's commitments pursuant to
reverse repurchase agreements, exceed 5% of the total asset value of the
Fund (after giving effect to the amount borrowed). Notwithstanding this
investment restriction, the Fund may enter into when issued and delayed
delivery transactions as described in the Prospectus.

3. Make loans, except to the extent the obligations the Fund may invest in
are considered to be loans, through loans of portfolio securities or the
acquisition of securities subject to repurchase agreements.

4. Buy any securities "on margin." Neither the deposit of initial or
maintenance margin in connection with transactions described under the
caption "Investment Practices" in the Prospectus nor short term credits in
connection with the clearance of transactions are considered the purchase
of a security on margin.

5. Sell any securities "short," write, purchase or sell puts, calls or
combinations thereof, or purchase or sell financial futures contracts or
related options, except to the extent that the hedging transactions
described under the heading "Investment Practices" in the Prospectus would
be deemed to be any of the foregoing transactions.

6. Act as an underwriter of securities, except to the extent the Fund may be
deemed to be an underwriter in connection with the sale of securities held
in its portfolio.

7. Make investments for the purpose of exercising control or participation in
management, 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.

8. The Fund may not invest in securities issued by other investment companies
except as part of a merger, reorganization or other acquisition and except
to the extent permitted by (i) the 1940 Act, as amended from time to time,
(ii) the rules and regulations promulgated by the SEC under the 1940 Act,
as amended from time to time, or (iii) an exemption or other relief from
the provisions of the 1940 Act.

9. Invest in oil, gas or mineral leases or in equity interests in oil, gas or
other mineral exploration or development programs.

B-3
<PAGE> 177

10. Purchase or sell real estate, commodities or commodities contracts except
to the extent that hedging instruments the Fund may invest in are
considered to be commodities or commodities contracts.

The Fund may not change any of these investment restrictions or any other
fundamental policy as they apply to the Fund without the approval of the lesser
of (a) 67% or more of the voting securities present at such meeting, if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy; or (b) more than 50% of the outstanding voting
securities of the Fund. As long as the percentage restrictions described above
are satisfied at the time of the investment or borrowing, the Fund will be
considered to have abided by those restrictions even if, at a later time, a
change in values or net assets causes an increase or decrease in percentage
beyond that allowed.

The Fund may invest up to 15% of its net assets in illiquid securities, which
generally includes securities the disposition of which is subject to substantial
legal or contractual restrictions on resale and securities that are not readily
marketable. The sale of such securities often requires more time and results in
higher brokerage charges or dealer discounts and other selling expenses than
does the sale of securities eligible for trading on national securities
exchanges or in the over-the-counter markets. Restricted securities may sell at
a price lower than similar securities that are not subject to restrictions on
resale. Restricted securities salable among qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended, that are
determined to be liquid by the Adviser under guidelines adopted by the Board of
Trustees of the Trust (under which guidelines the Adviser will consider factors
such as trading activities and the availability of price quotations) will not be
treated as illiquid securities by the Fund for purposes of the limitation set
forth above. The Fund's policy with respect to investment in illiquid securities
is not a fundamental policy and may be changed by the Board of Trustees, in
consultation with the adviser, without obtaining shareholder approval. Also
excluded from this limitation set forth above are securities purchased by the
Fund issued by 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.

ADDITIONAL INVESTMENT CONSIDERATIONS

REVERSE REPURCHASE AGREEMENTS

The Fund may enter into reverse repurchase agreements with respect to debt
obligations which could otherwise be sold by the Fund. A reverse repurchase
agreement is an instrument under which the Fund may sell an underlying debt
instrument and simultaneously obtain the commitment of the purchaser (a
commercial bank or a broker or dealer) to sell the security back to the Fund at
an agreed upon price on an agreed upon date. The value of underlying securities
will be at least equal at all times to the total amount of the resale
obligation, including the interest factor. The Fund receives payment for such
securities only upon physical delivery or evidence of book entry transfer by its
custodian. Regulations of the SEC require either that securities sold by the
Fund under a reverse repurchase agreement be segregated pending repurchase or
that the proceeds be segregated on the Fund's books and records pending
repurchase. Reverse repurchase agreements could involve certain risks in the
event of default or insolvency of the other party, including possible delays or
restrictions upon the Fund's ability to dispose of the underlying securities. An
additional risk is that the market value of securities sold by the Fund under a
reverse repurchase agreement could decline below the price at which the Fund is
obligated to repurchase them. Reverse repurchase agreements will be considered
borrowings by the Fund and as such would be subject to the restrictions on
borrowing described under "Investment Policies and Restrictions" in the
Statement of Additional Information. The Fund will not hold more than 5% of the
value of its total assets in reverse repurchase agreements.

EMERGENCE OF EASTERN EUROPEAN ECONOMIES

In recent years there have been two key issues influencing the investment
environment and economic conditions of Europe; the creation of the single market
and the emergence of Eastern European economies Both of these factors have
helped European companies by opening up new markets for growth.

B-4
<PAGE> 178

financial markets, banking systems and monetary policies in Europe and other
parts of the world. The participating countries will issue sovereign debt
exclusively in the euro and will redenominate outstanding sovereign debt.
Financial transactions and market information, including share quotations and
company accounts, in participating countries will be denominated in euros.
Monetary policy for participating countries will be uniformly managed by a new
central bank, the European Central Bank (ECB).

The transition to the euro may change the economic environment and behavior of
investors, particularly in European markets. For example, the process of
implementing the euro may adversely affect financial markets world-wide and may
result in changes in the relative strength and value of the U.S. dollar or other
major currencies, as well as possible adverse tax consequences. The transition
to the euro is likely to have a significant impact on fiscal and monetary policy
in the participating countries and may produce unpredictable effects on trade
and commerce generally. These resulting uncertainties could create increased
volatility in financial markets world-wide.

Governments across Europe have also initiated major privatization programs
shifting a greater share of economic activity into the more efficient private
sector. Private companies have sought quotation, following the need to compete
in the capital markets, as much as in the market place for their products and
services. Those companies already quoted have begun to appreciate the value of
their being listed. To achieve a high rating on their equity, companies need to
produce transparent accounts, communicate effectively with their shareholders
and manage their businesses and assets to their shareholders' advantage. The
restructuring, management incentives and rationalization of companies has lead
to lower wage structures and greater flexibility. This has enabled European
companies to match the competitive cost environment of developing economies.

MORTGAGE-BACKED SECURITIES

"Mortgage-Backed Securities" are securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
secured by real property. There are currently three basic types of
Mortgage-Backed Securities: (i) those issued or guaranteed by the U.S.
government or one of its agencies or instrumentalities, such as Government
National Mortgage Association (GNMA), Federal National Mortgage Association
(FNMA) and Federal Home Loan Mortgage Corporation (FHLMC) securities; (ii) those
issued by private issuers that represent an interest in or are collateralized by
Mortgage-Backed Securities issued or guaranteed by the U.S. government or one of
its agencies or instrumentalities; and (iii) those issued by private issuers
that represent an interest in or are collateralized by whole mortgage loans or
Mortgage-Backed Securities without a government guarantee but usually having
some form of private credit enhancement.

Mortgage-Backed Securities may represent an undivided ownership interests in
pools of mortgages. The mortgages backing these securities may include
conventional 30-year fixed rate mortgages, 15-year fixed rate mortgages,
graduated payment mortgages and adjustable rate mortgages. The U.S. Government
or the issuing agency guarantees the payment of the interest on and principal of
these securities. However, the guarantees do not extend to the securities' yield
or value, which are likely to vary inversely with fluctuations in interest
rates, nor do the guarantees extend to the yield or value of the Fund's shares.
These securities are in most cases "pass-through" instruments, through which the
holders receive a share of all interest and principal payments from the
mortgages underlying the securities, net of certain fees. Because the principal
amounts of such underlying mortgages may generally be prepaid in whole or in
part by the mortgagees at any time without penalty and the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the average life of a particular issue of pass-through securities.
Mortgage-Backed Securities are subject to more rapid repayment than their stated
maturity date would indicate as a result of the pass-through of prepayments of
principal on the underlying mortgage obligations. The remaining maturity of a
Mortgage-Backed Security will be deemed to be equal to the average maturity of
the mortgages underlying such security determined by the Adviser on the basis of
assumed prepayment rates with respect to such mortgages. The remaining expected
average life of a pool of mortgages underlying a Mortgage-Backed Security is a
prediction of when the mortgages will be repaid and is based upon a variety of
factors such as the demographic and geographic characteristics of the borrowers
and the mortgaged properties, the length of time that each of the mortgages has
been outstanding, the interest rates payable on the mortgages and the current
interest rate environment. While the timing of prepayments of graduated payment
mortgages differs somewhat from that of

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conventional mortgages, the prepayment experience of graduated payment mortgages
is basically the same as that of the conventional mortgages of the same maturity
dates over the life of the pool.

The yield characteristics of Mortgage-Backed Securities differ from
traditional debt securities. Among the major differences are that interest and
principal prepayments are made more frequently, usually monthly, and that
principal may be prepaid at any time because the underlying mortgage loans or
other assets generally may be prepaid at any time. As a result, if the Fund
purchases such a security at a premium, a prepayment rate that is faster than
expected will reduce yield to maturity, while a prepayment rate that is slower
than expected will have the opposite effect of increasing yield to maturity.
Conversely, if the Fund purchases these securities at a discount, faster than
expected prepayments will increase, while slower than expected prepayments will
reduce, yield to maturity. Stripped Mortgage-Backed Securities (defined herein)
which are highly sensitive to changes in prepayment and interest rates.

Prepayments on a pool of mortgage loans are influenced by a variety of
economic, geographic, social and other factors, including changes in mortgagors'
housing needs, job transfers, unemployment, mortgagors' net equity in the
mortgaged properties and servicing decisions. Generally, however, prepayments on
mortgage loans will increase during a period of falling interest rates and
decrease during a period of rising interest rates. Accordingly, amounts
available for reinvestment by the Fund are likely to be greater during a period
of declining interest rates and, as a result, likely to be reinvested at lower
interest rates than during a period of rising interest rates. Mortgage-Backed
Securities may decrease in value as a result of increases in interest rates and
may benefit less than other fixed income securities from declining interest
rates because of the risk of prepayment.

The Fund's yield may also be affected by the yields on instruments in which
the Fund is able to reinvest the proceeds of payments and prepayments.
Accelerated prepayments on securities purchased by the Fund at a premium also
impose a risk of loss of principal because the premium may not have been fully
amortized at the time the principal is repaid in full.

During periods of declining interest rates, prepayment of mortgages underlying
Mortgage-Backed Securities can be expected to accelerate. When the mortgage
obligations are prepaid, the Fund reinvests the prepaid amounts in other income
producing securities, the yields of which reflect interest rates prevailing at
the time. Therefore, the Fund's ability to maintain a portfolio of high-yielding
Mortgage-Backed Securities will be adversely affected to the extent that
prepayments of mortgages must be reinvested in securities which have lower
yields than the prepaid Mortgage-Backed Securities. Moreover, prepayments of
mortgages which underlie securities purchased by the Fund at a premium would
result in capital losses.

Guaranteed Mortgage Pass-Through Securities. The Fund may invest in mortgage
pass-through securities representing participation interest in pools of
residential mortgage loans originated by U.S. governmental or private lenders or
guaranteed, to the extent provided in such securities, by the U.S. government or
one of its agencies or instrumentalities. Mortgage pass-through securities
provide for monthly payments that are a "pass-through" of the monthly interest
and principal payments (including any prepayment) made by the individual
borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of
such securities and the servicer of the underlying mortgage loans.

The guaranteed mortgage pass-through securities that the Fund may invest in
include those issued or guaranteed by GNMA, FNMA and FHLMC. Each of GNMA, FNMA
and FHLMC guarantee timely distributions of interest to security holders. GNMA
and FNMA also guarantee timely distribution of scheduled principal. FHLMC
guarantees only ultimate collection of principal on the underlying loans, which
collection may take up to one year. The Fund may also invest in other agency
securities, including but not limited to securities issued by the Small Business
Administration, Export-Import Bank of the United States, Federal Housing
Administration, Farm Credit Administration, Federal Home Loan Banks, General
Services Administration, U.S. Department of Transportation, U.S. Department of
Housing and Urban Development, and Student Loan Marketing Association. These
securities generally are not backed by the full faith and credit of the United
States.

Private Mortgage Pass-Through Securities. Private mortgage pass-through
securities ("Private Pass-Throughs") are structured similarly to the GNMA, FNMA
and FHLMC mortgage pass-through securities

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described above and are issued by originators of and investors in mortgage
loans, including savings and loan associations, mortgage banks, commercial
banks, investment banks and special purpose subsidiaries of the foregoing.
Private Pass-Throughs constituting ARMS are backed by a pool of conventional
adjustable rate mortgage loans. Since Private Pass-Throughs typically are not
guaranteed by an entity having the credit status of GNMA, FNMA or FHLMC, such
securities generally are structured with one or more types of credit
enhancement.

GNMA Certificates. GNMA is a wholly-owned corporate instrumentality of the
United States within the Department of Housing and Urban Development. The
National Housing Act of 1934, as amended (the "Housing Act"), authorizes GNMA to
guarantee the timely payment of the principal of and interest on certificates
that are based on and backed by a pool of mortgage loans insured by the Federal
Housing Administration under the Housing Act, or Title V of the Housing Act of
1949 ("FHA Loans"), or guaranteed by the Veteran's Administration under the
Servicemen's Readjustment Act of 1944, as amended ("VA Loans"), or by pools of
other eligible mortgage loans. The Housing Act provides that the full faith and
credit of the U.S. government is pledged to the payment of all amounts that may
be required to be paid under any guarantee. In order to meet its obligations
under such guarantee, GNMA is authorized to borrow from the U.S. Treasury with
no limitations as to amount.

GNMA Certificates will represent a pro rata interest in one or more pools of
the following types of mortgage loans: (i) fixed rate level payment mortgage
loans; (ii) fixed rate graduated payment mortgage loans; (iii) fixed rate
growing equity mortgage loans; (iv) fixed rate mortgage loans secured by
manufactured (mobile) homes; (v) mortgage loans on multifamily residential
properties under construction; (vi) mortgage loans on completed multifamily
projects; (vii) fixed rate mortgage loans as to which escrowed funds are used to
reduce the borrower's monthly payments during the early years of the mortgage
loans ("buydown" mortgage loans); (viii) mortgage loans that provide for
adjustments in payments based on periodic changes in interest rates or in other
payment terms of the mortgage loans; and (ix) mortgage-backed serial notes. All
of these mortgage loans will be FHA Loans or VA Loans and, except as otherwise
specified above, will be fully-amortizing loans secured by first liens on one-
to four-family housing units.

FNMA Certificates. FNMA is a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act. FNMA was originally established in 1938 as a U.S.
government agency to provide supplemental liquidity to the mortgage market and
was transformed into a stockholder owned and privately managed corporation by
legislation enacted in 1968. FNMA provides funds to the mortgage market
primarily by purchasing home mortgage loans from local lenders, thereby
replenishing their funds for additional lending. FNMA acquires funds to purchase
home mortgage loans from many capital market investors that may not ordinarily
invest in mortgage loans directly, thereby expanding the total amount of funds
available for housing.

Each FNMA Certificate will entitle the registered holder thereof to receive
amounts representing such holder's pro rata interest in scheduled principal
payments and interest payments (at such FNMA Certificate's pass-through rate,
which is net of any servicing and guarantee fees on the underlying mortgage
loans), and any principal prepayments on the mortgage loans in the pool
represented by such FNMA Certificate and such holder's proportionate interest in
the full principal amount of any foreclosed or otherwise finally liquidated
mortgage loan. The full and timely payment of principal of and interest on each
FNMA Certificate will be guaranteed by FNMA, which guarantee is not backed by
the full faith and credit of the U.S. government.

Each FNMA Certificate will represent a pro rata interest in one or more pools
of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage loans that
are not insured or guaranteed by any governmental agency) of the following
types: (i) fixed rate level payment mortgage loans; (ii) fixed rate growing
equity mortgage loans; (iii) fixed rate graduated payment mortgage loans; (iv)
variable rate California mortgage loans; (v) other adjustable rate mortgage
loans; and (vi) fixed rate loans secured by multifamily projects.

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mortgage loans and participation interests in such mortgage loans and the resale
of the mortgage loans so purchased in the form of mortgage securities, primarily
Freddie Mac Certificates.

FHLMC guarantees to each registered holder of a FHLMC Certificate the timely
payment of interest at the rate provided for by such FHLMC Certificate, whether
or not received. Freddie Mac also guarantees to each registered holder of a
FHLMC Certificate ultimate collection of all principal of the related mortgage
loans, without any offset or deduction, but does not, generally, guarantee the
timely payment of scheduled principal. FHLMC may remit the amount due on account
of its guarantee of collection of principal at any time after default on an
underlying mortgage loan, but not later than 30 days following (i) foreclosure
sale, (ii) payment of a claim by any mortgage insurer, or (iii) the expiration
of any right of redemption, whichever occurs later, but in any event no later
than one year after demand has been made upon the mortgagor for accelerated
payment of principal. The obligation of FHLMC under its guarantee are
obligations solely of FHLMC and are not backed by the full faith and credit of
the U.S. government.

FHLMC Certificates represent a pro rata interest in a group of mortgage loans
(a "FHLMC Certificate group") purchased by FHLMC. The mortgage loans underlying
the FHLMC Certificates will consist of fixed rate or adjustable rate mortgage
loans with original terms to maturity of between ten and thirty years,
substantially all of which are secured by first liens on one- to four-family
residential properties or multifamily projects. Each mortgage loan must meet the
applicable standards set forth in the FHLMC Act. A FHLMC Certificate group may
include whole loans, participation interests in whole loans and undivided
interests in whole loans and participations comprising another FHLMC Certificate
group.

Stripped Mortgage-Backed Securities. Stripped Mortgage-Backed Securities are
derivative multi-class mortgage securities. Stripped Mortgage-Backed Securities
may be issued by agencies or instrumentalities of the U.S. government, or by
private originators of, or investors in, mortgage loans, including savings and
loan associations, mortgage banks, commercial banks, investment banks and
special purpose subsidiaries of the foregoing. Stripped Mortgage-Backed
Securities issued by parties other than agencies or instrumentalities of the
U.S. Government are considered, under current guidelines of the staff of the
SEC, to be illiquid securities.

Stripped Mortgage-Backed Securities are structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of Mortgage Assets. A common type of Stripped Mortgage-Backed Securities
will have one class receiving a small portion of the interest and a larger
portion of the principal from the Mortgage Assets, while the other classes will
receive primarily interest and only a small portion of the principal. In the
most extreme case, one class will receive all of the interest (the interest-only
or "IO" class), while the other class will receive all of the principal (the
principal-only or "PO" class). The yields to maturity on IOs and POs are
sensitive to the rate of principal payments (including prepayments) on the
related underlying mortgage assets, and principal payments may have a material
effect on yield to maturity. If the underlying Mortgage Assets experience
greater than anticipated prepayments of principal, the Fund may not fully recoup
its initial investment in IOs. Conversely, if the underlying mortgage assets
experience less than anticipated prepayments of principal, the yield on POs
could be materially adversely affected. The market value of such Stripped
Mortgage-Backed Securities, including adjustable rate U.S. government IOs, are
subject to greater risk of fluctuation in response to changes in market interest
rates than other adjustable rate securities, and such greater risk of
fluctuation may adversely affect the ability of the Fund to achieve its
investment objective of maintaining a relatively stable net asset value.

Types of Credit Support. To lessen the effect of failures by obligors on
underlying mortgages to make payments, certain Mortgage-Backed Securities may
contain elements of credit support. Such credit support falls into two
categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the pass-through of
payments due on the underlying pool occurs in a timely fashion. Protection
against losses resulting from ultimate default enhances the likelihood of
ultimate payment of the obligations on at least a portion of the assets in the
pool. Such protection may be provided through guarantees, insurance policies or
letters of credit obtained by the issuer or sponsor from third parties, through
various means of structuring the transaction or through a combination of such
approaches. The Fund will not pay any additional fees for such credit support,
although the existence of credit support may increase the price of a security.

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The ratings of securities for which third-party credit enhancement provides
liquidity protection or protection against losses from default are generally
dependent upon the continued creditworthiness of the enhancement provider. The
ratings of such securities could be subject to reduction in the event of
deterioration in the creditworthiness of the credit enhancement provider even in
cases where the delinquency and loss experience on the underlying pool of assets
is better than expected.

Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments, sometimes funded from a portion of the
payments on the underlying assets, are held in reserve against future losses)
and "over-collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceed those required to make payment on the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information with
respect to the level of credit risk associated with the underlying assets. Other
information which may be considered include demographic factors, loan
underwriting practices and general market and economic conditions. Delinquency
or loss in excess of that which is anticipated could adversely affect the return
on an investment in such a security.

Adjustable Rate Mortgage-Backed Securities. Adjustable rate Mortgage-Backed
Securities are debt securities having interest rates which are adjusted or reset
at periodic intervals ranging, in general, from one month to three years, based
on a spread over a specific interest rate or interest rate index. There are
three main categories of indices: (i) those based on U.S. Government Securities,
(ii) those derived from a calculated measure such as a cost of funds index and
(iii) those based on a moving average of interest rates, including mortgage
rates. Commonly utilized indices include, for example, the One Year Constant
Maturity Treasury Index, the London Interbank Offered Rate (LIBOR), the Federal
Home Loan Bank Cost of Funds, the prime rate and commercial paper rates.

Adjustable rate securities allow the Fund to participate in increases in
interest rates through periodic upward adjustments of the coupon rates of such
securities, resulting in higher yields. During periods of declining interest
rates, however, coupon rates may readjust downward resulting in lower yields to
the Fund. During periods of rising interest rates, changes in the coupon rate of
adjustable rate securities will lag behind changes in the market interest rate,
which may result in such security having a lower value until the coupon resets
to reflect more closely market interest rates. Investors who redeem shares of
the Fund prior to the time the coupon rates of the Fund's portfolio securities
are adjusted could suffer some loss on their investment in the Fund's shares.
Adjustable rate securities typically limit the maximum amount the coupon rate
may be adjusted during any adjustment period, in any one year and during the
term of the security. During periods of significant fluctuations in market rates
of interest the net asset value of the Fund may fluctuate more significantly
since these limits may prevent the Fund's portfolio securities from fully
adjusting to reflect market rates.

The Fund may invest in adjustable rate securities with interest rates that
adjust or vary inversely to changes in market interest rates. Such securities,
which are referred to as "inverse floating obligations," provide opportunities
for high current income, but the market value of such securities may be more
volatile in response to changes in market interest rates. Certain of such
inverse floating obligations have coupon rates that adjust to changes in market
interest rates to a greater degree than the change in the market rate and
accordingly have investment characteristics similar to investment leverage. As a
result, the market value of such inverse floating obligations are subject to
greater risk of fluctuation than other adjustable rate securities which do not
vary inversely to changes in market interest rates, and such greater risk of
fluctuation may adversely affect the ability of the Fund to achieve its
investment objective of maintaining a relatively stable net asset value.

ASSET-BACKED SECURITIES

"Asset-Backed Securities" have structural characteristics similar to
Mortgage-Backed Securities but have underlying assets that are not mortgage
loans or interests in mortgage loans. Through the use of trusts and special
purpose corporations, various types of assets, primarily automobile and credit
card receivables and

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home equity loans, have been securitized in pass-through structures similar to
the mortgage pass-through structures or in pay-through structures similar to the
CMO structure. In general, these types of loans are of shorter average life than
mortgage loans and are less likely to have substantial prepayments.

Asset-Backed Securities present certain risks that are not presented by
Mortgage-Backed Securities, including the risk that these securities do not have
the benefit of a security interest in the related collateral. Credit card
receivables are generally unsecured and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, some of which
give such debtors the right to set off certain amounts owed on the credit cards,
thereby reducing the balance due. Most issues of Asset-Backed Securities backed
by automobile receivables permit the servicers of such receivable to retain
possession of the underlying obligations. If the servicer were to sell these
obligations to another party, there is a risk that the purchaser would acquire
an interest superior to that of the holders of the related Asset-Backed
Securities. In addition, because of the large number of vehicles involved in a
typical issuance and technical requirement under state laws, the trustee for the
holders of Asset-Backed Securities backed by automobile receivables may not have
a proper security interest in the obligations backing such receivables.
Therefore, there is the possibility that recoveries on repossessed collateral
may not, in some cases, be available to support payments on these securities.

FLOATING AND VARIABLE RATE INCOME SECURITIES

Income securities may provide for floating or variable rate interest or
dividend payments. The floating or variable rate may be determined by reference
to a known lending rate, such as a bank's prime rate, a certificate of deposit
rate or the London Inter Bank Offered Rate (LIBOR). Alternatively, the rate may
be determined through an auction or remarketing process. The rate may also be
indexed to changes in the values of interest rate or securities indexes,
currency exchange rates or other commodities. The amount by which the rate paid
on an income security may increase or decrease may be subject to periodic or
lifetime caps. Floating and variable rate income securities include derivative
securities whose rates vary inversely with changes in market rates of interest.
Such securities may also pay a rate of interest determined by applying a
multiple to the variable rate. The extent of increases and decreases in the
value of securities whose rates vary inversely with changes in market rates of
interest generally will be larger than comparable changes in the value of an
equal principal amount of a fixed rate security having similar credit quality,
redemption provisions and maturity.

BRADY BONDS

The Fund may invest in Brady Bonds and other sovereign debt of countries that
have restructured or are in the process of restructuring sovereign debt pursuant
to the Brady Plan. "Brady Bonds" are debt securities issued under the framework
of the Brady Plan, an initiative announced by former U.S. Treasury Secretary
Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their
outstanding external commercial bank indebtedness. The Brady Plan framework
contemplates the exchange of commercial bank debt for newly issued Brady Bonds.
Brady Bonds may also be issued in respect of new money being advanced by
existing lenders in connection with the debt restructuring. Certain Brady Bonds
have been collateralized as to principal due at maturity by U.S. Treasury zero
coupon bonds with a maturity equal to the final maturity of such Brady Bonds.

Brady Plan debt restructurings have been implemented to date in countries
including Mexico, Costa Rica, Venezuela, Uruguay, Nigeria, Argentina and the
Philippines. Brady Bonds have been issued only recently, and accordingly do not
have a long payment history. Agreements implemented under the Brady Plan to date
are designed to achieve debt and debt-service reduction through specific options
negotiated by a debtor nation with its creditors. As a result, the financial
packages offered by each country differ. Brady Bonds issued to date include
bonds issued at 100% of face value of such debt, which carry a below-market
stated rate of interest (generally known as par bonds), bonds issued at a
discount from the face value of such debt (generally known as discount bonds),
bonds bearing an interest rate which increases over time and bonds issued in
exchange for the advancement of new money by existing lenders.

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Bonds are to be viewed as speculative. The Fund may purchase Brady Bonds with no
or limited collateralization, and will be relying for payment of interest and
(except in the case of principal collateralized Brady Bonds) principal primarily
on the willingness and ability of the foreign government to make payment in
accordance with terms of the Brady Bonds. Many of the Brady Bonds and other
income securities in which the Fund invests are likely to be acquired at a
discount. See "Taxation."

The Salomon Brothers Brady Bond Index provides a benchmark that can be used to
compare returns of Brady Bonds with returns in other bond markets.

STRUCTURED INVESTMENTS

The Fund may invest a portion of its assets in interests in entities organized
and operated solely for the purpose of restructuring the investment
characteristics of other income securities, including income securities issued
by foreign governments. This type of restructuring involves the deposit with or
purchase by an entity, such as a corporation or trust, of specified instruments
(such as commercial bank loans or Brady Bonds) and the issuance by that entity
of one or more classes of securities ("Structured Investments") backed by, or
representing interests in, the underlying instruments. The cash flow on the
underlying instruments may be apportioned among the newly issued Structured
Investments to create securities with different investment characteristics such
as varying maturities, payment priorities and interest rate provisions, and the
extent of the payments made with respect to Structured Investments is dependent
on the extent of the cash flow on the underlying instruments. The Fund may
invest in a class of Structured Investments that is subordinated to the right of
payment of another class. Subordinated Structured Investments typically have
higher yields and present greater risks than unsubordinated Structured
Investments.

SPECIAL RISK FACTORS

INVESTMENT IN LOWER GRADE INCOME SECURITIES. The Fund may invest up to 20% of
its assets in lower grade securities, which securities are commonly known as
"junk bonds." Debt securities rated BB or lower by S&P or Ba or lower by Moody's
are deemed by S&P and Moody's to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal and may involve major
risk exposure to adverse conditions. The lower grade income securities in which
the Fund may invest may include securities having the lowest ratings assigned by
S&P or Moody's and, together with comparable unrated securities, may include
securities in default or that face the risk of default with respect to the
payment of principal or interest. The Fund may invest in income securities rated
in the lowest rating categories. These securities are considered to have
extremely poor prospects of ever attaining any real investment standing.

Lower grade income securities generally offer a higher yield than that
available from higher grade income securities. However, lower grade income
securities involve higher risks, in that they are especially subject to adverse
changes in general economic conditions, the industries in which the issuers are
engaged, the financial condition of the issuers and prevailing interest rates.
Issuers of lower grade securities are often highly leveraged and may not have
available to them more traditional methods of financing. During periods of
economic downturn or rising interest rates, highly leveraged issuers may
experience financial stress which could adversely affect their ability to make
payments of principal and interest and increase the possibility of default. The
issuer's ability to service its debt obligations may also be adversely affected
by specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business or revenue forecasts. Similarly, certain
emerging market governments that issue lower grade income securities are among
the largest debtors to commercial banks, foreign governments and supranational
organizations and may not be able or willing to obtain additional financing.

Lower grade income securities frequently have call or buy-back features which
permit an issuer to call or repurchase the security prior to maturity. If an
issuer exercises these provisions in a declining interest rate environment, the
Fund may have to reinvest in lower yielding securities, resulting in a decrease
in income earned by the Fund. The risk of loss due to default by the issuer is
also significantly greater for the holders of lower grade securities because
such securities are generally unsecured and are often subordinated to other
income securities of the issuer. To the extent the Fund is required to seek
recovery upon a default in the

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payment of principal or interest on its portfolio holdings, the Fund may incur
additional expenses and, with respect to foreign lower grade income securities,
may have limited legal recourse in the event of a default.

OTHER INVESTMENT STRATEGIES

Any or all of these investment techniques may be used at any time and there is
no particular strategy that dictates the use of one technique rather than
another, as use of any Strategic Transaction is a function of numerous variables
including market conditions. The ability of the Fund to utilize these Strategic
Transactions successfully will depend on the Adviser's ability to predict
pertinent market movements, which cannot be assured. The Fund will comply with
applicable regulatory requirements when implementing these strategies,
techniques and instruments. Strategic Transactions involving financial futures
and options thereon will be purchased, sold or entered into only for bona fide
hedging, risk management or portfolio management purposes and not for
speculative purposes.

Strategic Transactions have risks associated with them including possible
default by the other party to the transaction, illiquidity and, to the extent
the Adviser's view as to certain market movements is incorrect, the risk that
the use of such Strategic Transactions could result in losses greater than if
they had not been used. Use of put and call options may result in losses to the
Fund, force the sale of portfolio securities at inopportune times or for prices
other than current market values, limit the amount of appreciation the Fund can
realize on its investments or cause the Fund to hold a security it might
otherwise sell. The use of currency transactions can result in the Fund
incurring losses as a result of a number of factors including the imposition of
exchange controls, suspension of settlements, or the inability to deliver or
receive a specified currency. The use of options and futures transactions
entails certain other risks. In particular, the variable degree of correlation
between price movements of futures contracts and price movements in the related
portfolio position of the Fund creates the possibility that losses on the
hedging instrument may be greater than gains in the value of the Fund's
position. In addition, futures and options markets may not be liquid in all
circumstances and certain over-the-counter options may have no markets. As a
result, in certain markets, the Fund might not be able to close out a
transaction without incurring substantial losses, if at all. Although the
contemplated use of these futures contracts and options thereon should tend to
minimize the risk of loss due to a decline in the value of the hedged position,
at the same time they tend to limit any potential gain which might result from
an increase in value of such position. Finally, the daily variation margin
requirements for futures contracts would create a greater ongoing potential
financial risk than would purchases of options, where the exposure is limited to
the cost of the initial premium. Losses resulting from the use of Strategic
Transactions would reduce net asset value, and possibly income, and such losses
can be greater than if the Strategic Transactions had not been utilized.

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OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guaranties and security, are set by negotiation of the parties. The
Fund will only enter into OTC options that have a buy-back provision permitting
the Fund to require the Counterparty to buy back the option at a formula price
within seven days. The Fund expects generally to enter into OTC options that
have cash settlement provisions, although it is not required to do so.

B-13
<PAGE> 187

Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with the Fund or fails to make a cash settlement
payment due in accordance with the terms of the option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Adviser must assess the creditworthiness of each
such Counterparty or any guarantor or credit enhancement of the Counterparty's
credit to determine the likelihood that the terms of the OTC option will be
satisfied. The Fund will engage in OTC option transactions only with United
States government securities dealers recognized by the Federal Reserve Bank in
New York as "primary dealers", broker dealers, domestic or foreign banks or
other financial institutions which have received a short-term credit rating of
A-1 from Standard & Poor's Ratings Group ("S&P") or P-1 from Moody's Investors
Service, Inc. ("Moody's") or any equivalent rating from any other nationally
recognized statistical rating organization ("NRSRO"). The staff of the SEC
currently takes the position that the amount of the Fund's obligation pursuant
to an OTC option is illiquid, and is subject to the Fund's limitation on
investing no more than 15% of its assets in illiquid instruments.

The Fund may purchase and sell for hedging purposes call options on U.S.
Treasury and agency securities, foreign sovereign debt, mortgage-backed
securities, corporate debt securities and foreign debt securities that are
traded on U.S. and foreign securities exchanges and in the over-the-counter
markets and related futures on such securities other than futures on individual
corporate debt securities. All calls sold by the Fund must be "covered" (i.e.,
the Fund must own the securities or futures contract subject to the call) or
must meet the asset segregation requirements described below as long as the call
is outstanding. Even though the Fund will receive the option premium to help
protect it against loss, a call sold by the Fund exposes the Fund during the
term of the option to possible loss of opportunity to realize appreciation in
the market price of the underlying security and may require the Fund to hold a
security which it might otherwise have sold. The Fund may sell options on
securities the Fund owns or has the right to purchase without additional
payments, up to a maximum of 25% of the Fund's net assets, for non-hedging
purposes.

The Fund's use of financial futures and options thereon will in all cases be
consistent with applicable regulatory requirements and in particular the rules
and regulations of the Commodity Futures Trading Commission and will be entered
into only for bona fide hedging, risk management (including duration management)
or other portfolio management purposes. Typically, maintaining a futures
contract or selling an option thereon requires the Fund to deposit with a
financial intermediary as security for its obligations an amount of cash or
other specified assets (initial margin) which initially is typically 1% to 10%
of the face amount of the contract (but may be higher in some circumstances).
Additional cash or assets (variation margin) may be required to be deposited
thereafter on a daily basis as the mark to market value of the contract
fluctuates. The purchase of options on financial futures involves payment of a
premium for the option

B-14
<PAGE> 188

without any further obligation on the part of the Fund. If the Fund exercises an
option on a futures contract it will be obligated to post initial margin (and
potential subsequent variation margin) for the resulting futures position just
as it would for any position. Futures contracts and options thereon are
generally settled by entering into an offsetting transaction but there can be no
assurance that the position will be offset prior to settlement and that delivery
will not occur.

The Fund will not enter into a futures contract or related option (except for
closing transactions) for other than bona fide hedging purposes if, immediately
thereafter, the sum of the amount of its initial margin and premiums on open
futures contracts and options thereon would exceed 5% of the Fund's total assets
(taken at current value); however, in the case of an option that is in-the-money
at the time of the purchase, the in-the-money amount may be excluded in
calculating the 5% limitation. Certain state securities laws to which the Fund
may be subject may further restrict the Fund's ability to engage in transactions
in futures contracts and related options. The segregation requirements with
respect to futures and options thereon are described below.

The Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction with
respect to specific assets or liabilities of the Fund, which will generally
arise in connection with the purchase or sale of its portfolio securities or the
receipt of income therefrom. Position hedging is entering into a currency
transaction with respect to portfolio security positions denominated or
generally quoted in that currency.

B-15
<PAGE> 189

SWAPS, CAPS, FLOORS AND COLLARS. Among the Strategic Transactions into which
the Fund may enter are interest rate, currency and index swaps and the purchase
or sale of related caps, floors and collars. The Fund expects to enter into
these transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities the Fund anticipates purchasing at a later
date. The Fund intends to use these transactions as hedges and not as
speculative investments and will not sell interest rate caps or floors where it
does not own securities or other instruments providing the income stream the
Fund may be obligated to pay. Interest rate swaps involve the exchange by the
Fund with another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments for fixed rate payments
with respect to a notional amount of principal. A currency swap is an agreement
to exchange cash flows on a notional amount of two or more currencies based on
the relative value differential among them and an index swap is an agreement to
swap cash flows on a notional amount based on changes in the values of the
reference indices. The purchase of a cap entitles the purchaser to receive
payments on a notional principal amount from the party selling such cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of a floor entitles the purchaser to receive payments on a notional
principal amount from the party selling such floor to the extent that a
specified index falls below a predetermined interest rate or amount.

B-16
<PAGE> 190

A collar is a combination of a cap and a floor that preserves a certain return
within a predetermined range of interest rates or values.

USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS. Many Strategic Transactions, in
addition to other requirements, require that the Fund segregate liquid
securities with its custodian to the extent Fund obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by the Fund to
pay or deliver securities or assets must be covered at all times by the
securities, instruments or currency required to be delivered, or an amount of
cash or liquid securities at least equal to the current amount of the obligation
must be segregated with the custodian. The segregated assets cannot be sold or
transferred unless equivalent assets are substituted in their place or it is no
longer necessary to segregate them. For example, a call option written by the
Fund will require the Fund to hold the securities subject to the call (or
securities convertible into the needed securities without additional
consideration) or to segregate cash or liquid securities sufficient to purchase
and deliver the securities if the call is exercised. A call option sold by the
Fund on an index will require the Fund to own portfolio securities which
correlate with the index or to segregate cash or liquid securities equal to the
excess of the index value over the exercise price on a current basis. A put
option written by the Fund requires the Fund to segregate cash or liquid
securities equal to the exercise price.

Except when the Fund enters into a forward contract for the purchase or sale
of a security denominated in a particular currency, which requires no
segregation, a currency contract which obligates the Fund to buy or sell
currency will generally require the Fund to hold an amount of that currency or
liquid securities denominated in that currency equal to the Fund's obligations
or to segregate cash or liquid securities equal to the amount of the Fund's
obligation.

B-17
<PAGE> 191

when the in-the-money amount exceeds the exercise price, the Fund will
segregate, until the option expires or is closed out, cash or liquid securities
equal in value to such excess. Other OCC issued and exchange listed options sold
by the Fund other than those above generally settle with physical delivery, and
the Fund will segregate an amount of assets equal to the full value of the
option. OTC options settling with physical delivery, if any, will be treated the
same as other options settling with physical delivery.

The Fund's activities involving Strategic Transactions may be limited by the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), for qualification as a regulated investment company. See "Tax
Status" in the Prospectus.

DESCRIPTION OF SECURITIES 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:

1. DEBT

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.

B-18
<PAGE> 192

INVESTMENT GRADE

<TABLE>
<S> <C>
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 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.
</TABLE>

SPECULATIVE GRADE

<TABLE>
<S> <C>
BB, B, CCC, CC, C: Debt rated "BB", "B", "CCC", "CC" and "C"
is regarded as having significantly 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 major 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 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, 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, 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 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
</TABLE>

B-19
<PAGE> 193
<TABLE>
<S> <C>
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,"
and "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.
</TABLE>

2. COMMERCIAL PAPER

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

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

<TABLE>
<S> <C>
A-1 This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined
to possess extremely safe characteristics are denoted with a
plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation
is satisfactory. However, the relative degree of safety is
not as high as for issues designated "A-1".
A-3 Issues carrying this designation have adequate capacity for
timely payment. They are, however, more vulnerable to the
adverse effects of changes in circumstances than obligations
carrying the higher designations.
B Issues rated "B" are regarded as having significant
speculative characteristics.
C This rating is assigned to short-term debt obligations with
a doubtful capacity for payment.
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.
</TABLE>

A commercial paper 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 to
S&P 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.

3. VARIABLE RATE DEMAND BONDS

S&P assigns "dual" ratings to all debt issues that have a put or demand
feature as part of their structure.

The first rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols for the put option (for
example, "AAA/A-1+"). With short-term demand debt, S&P's note rating symbols are
used with the commercial paper rating symbols (for example, "SP-1+/A-1+").

B-20
<PAGE> 194

4. NOTES

A S&P note rating reflects the liquidity factors and market access risks
unique to notes. Notes maturing in three years or less will likely receive a
note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assignment:

-- Amortization schedule (the longer the final maturity relative to other
maturities, the more likely the issue is to be treated as a note).

-- Source of payment (the more the issue depends on the market for its
refinancing, the more likely it is to be treated as a note).

Note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues determined to
possess very strong characteristics will be given a plus (+)
designation.

SP-2 Satisfactory capacity to pay principal and interest with some
vulnerability to adverse financial and economic changes over the
term of the notes.

SP-3 Speculative capacity to pay principal and interest.

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

1. LONG-TERM BONDS

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.

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.

B-21
<PAGE> 195

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 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.

2. SHORT-TERM DEBT

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

-- Leading market positions in well-established industries.

-- High rates of return on funds employed.

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

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

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

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

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

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

3. COMMERCIAL PAPER

Moody's commercial paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's employs the following three designations, all
judged to be investment grade, to indicate the relative repayment capacity of
rated issuers:

B-22
<PAGE> 196

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

- Leading market positions in well-established industries.

- High rates of return on funds employed.

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

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

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

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

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

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

B-23
<PAGE> 197

TRUSTEES AND OFFICERS

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

TRUSTEES

B-24
<PAGE> 198

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
--------------------- --------------------------
<S> <C>
Jack E. Nelson............................ President, Nelson Investment Planning Services, Inc., a
423 Country Club Drive financial planning company and registered investment
Winter Park, FL 32789 adviser. President, Nelson Ivest Brokerage Services Inc.,
Date of Birth: 02/13/36 a member of the National Association of Securities
Dealers, Inc. ("NASD") and Securities Investors
Protection Corp. ("SIPC"). Trustee/Director of each of
the funds in the Fund Complex.
Don G. Powell*............................ Chairman and a Director of Van Kampen, the Advisers, the
2800 Post Oak Blvd. Distributor and Investor Services. Chairman of River View
Houston, TX 77056 International Inc. Director or officer of certain other
Date of Birth: 10/19/39 subsidiaries of Van Kampen. Chairman of the Board of
Governors and the Executive Committee of the Investment
Company Institute. Prior to July of 1998, Director and
Chairman of VK/AC Holding, Inc. Prior to November 1996,
President, Chief Executive Officer and a Director of
VK/AC Holding, Inc. Trustee/Director of each of the funds
in the Fund Complex and Trustee of other funds advised by
the Advisers or Van Kampen Management Inc.
Phillip B. Rooney......................... Vice Chairman and Director of The ServiceMaster Company,
One ServiceMaster Way a business and consumer services company. Director of
Downers Grove, IL 60515 Illinois Tool Works, Inc., a manufacturing company; the
Date of Birth: 07/08/44 Urban Shopping Centers Inc., a retail mall management
company; and Stone Container Corp., a paper manufacturing
company. Trustee, University of Notre Dame. Formerly,
President and Chief Executive Officer, Waste Management,
Inc., an environmental services company, and prior to
that President and Chief Operating Officer, Waste
Management, Inc. Trustee/Director of each of the funds in
the Fund Complex.

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

B-25
<PAGE> 199

OFFICERS

<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES WITH FUND DURING PAST 5 YEARS
------------------------ ---------------------
<S> <C>
Dennis J. McDonnell.................. Executive Vice President and a Director of Van Kampen.
Date of Birth: 05/20/42 President, Chief Operating Officer and a Director of the
President Advisers, Van Kampen Advisors Inc., and Van Kampen
Management Inc. Prior to July of 1998, Director and
Executive Vice President of VK/AC Holding, Inc. Prior to
April of 1998, President and a Director of Van Kampen
Merritt Equity Advisors Corp. Prior to April of 1997, Mr.
McDonnell was a Director of Van Kampen Merritt Equity
Holdings Corp. Prior to September of 1996, Mr. McDonnell was
Chief Executive Officer and Director of MCM Group, Inc.,
McCarthy, Crisanti & Maffei, Inc. and Chairman and Director
of MCM Asia Pacific Company, Limited and MCM (Europe)
Limited. Prior to July of 1996, Mr. McDonnell was President,
Chief Operating Officer and Trustee of VSM Inc. and VCJ Inc.
President of each of the funds in the Fund Complex.
President, Chairman of the Board and Trustee/Managing
General Partner of other investment companies advised by the
Advisers or their affiliates.

B-26
<PAGE> 200

<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES WITH FUND DURING PAST 5 YEARS
------------------------ ---------------------
<S> <C>
Ronald A. Nyberg..................... Executive Vice President, General Counsel, Secretary and
Date of Birth: 07/29/53 Director of Van Kampen. Mr. Nyberg is Executive Vice
Vice President and Secretary President, General Counsel, Assistant Secretary and a
Director of the Advisers and the Distributor, Van Kampen
Advisors Inc., Van Kampen Management Inc., Van Kampen
Exchange Corp., American Capital Contractual Services, Inc.
and Van Kampen Trust Company. Executive Vice President,
General Counsel and Assistant Secretary of Investor Services
and River View International Inc. Director or officer of
certain other subsidiaries of Van Kampen. Director of ICI
Mutual Insurance Co., a provider of insurance to members of
the Investment Company Institute. Prior to July of 1998,
Director and Executive Vice President, General Counsel and
Secretary of VK/AC Holding, Inc. Prior to April of 1998,
Executive Vice President, General Counsel and Director of
Van Kampen Merritt Equity Advisors Corp. Prior to April of
1997, he was Executive Vice President, General Counsel and a
Director of Van Kampen Merritt Equity Holdings Corp. Prior
to September of 1996, he was General Counsel of McCarthy,
Crisanti & Maffei, Inc. Prior to July of 1996, Mr. Nyberg
was Executive Vice President and General Counsel of VSM Inc.
and Executive Vice President and General Counsel of VCJ Inc.
Vice President and Secretary of each of the funds in the
Fund Complex and certain other investment companies advised
by the Advisers or their affiliates.

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

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

B-27
<PAGE> 201

<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES WITH FUND DURING PAST 5 YEARS
------------------------ ---------------------
<S> <C>
Huey P. Falgout, Jr.................. Vice President, Assistant Secretary and Senior Attorney of
Date of Birth: 11/15/63 Van Kampen. Vice President, Assistant Secretary and Senior
Assistant Secretary Attorney of the Advisers, the Distributor, Investor
Services, Van Kampen Management Inc., American Capital
Contractual Services, Inc., Van Kampen Exchange Corp. and
Van Kampen Advisors Inc. Assistant Secretary of each of the
funds in the Fund Complex and other investment companies
advised by the Advisers or their affiliates.

Scott E. Martin...................... Senior Vice President, Deputy General Counsel and Assistant
Date of Birth: 08/20/56 Secretary of Van Kampen. Senior Vice President, Deputy
Assistant Secretary General Counsel and Secretary of the Advisers, the
Distributor, Investor Services, American Capital Contractual
Services, Inc., Van Kampen Management Inc., Van Kampen
Exchange Corp., Van Kampen Advisors Inc., Van Kampen
Insurance Agency of Illinois Inc., Van Kampen System Inc.,
River View International Inc. and Van Kampen Recordkeeping
Services Inc. Prior to July of 1998, Senior Vice President,
Deputy General Counsel and Assistant Secretary of VK/AC
Holding, Inc. Prior to April of 1998, Van Kampen Merritt
Equity Advisors Corp. Prior to April of 1997, Senior Vice
President, Deputy General Counsel and Secretary of Van
Kampen American Capital Services, Inc. and Van Kampen
Merritt Holdings Corp. Prior to September of 1996, Mr.
Martin was Deputy General Counsel and Secretary of McCarthy,
Crisanti & Maffei, Inc., and prior to July of 1996, he was
Senior Vice President, Deputy General Counsel and Secretary
of VSM Inc. and VCJ Inc. Assistant Secretary of each of the
funds in the Fund Complex and other investment companies
advised by the Advisers or their affiliates.

Each trustee/director holds the same position with each of the funds in the
Fund Complex. As of the date of this Statement of Additional Information, there
are 64 operating funds in the Fund Complex. For purposes of the following
compensation and benefits discussion, the Fund Complex is divided into the
following three groups: the funds advised by Asset Management (the "AC Funds"),
the funds advised by Advisory Corp. excluding funds organized as series of the
Van Kampen Series Fund, Inc. (the "VK Funds") and the funds advised by Advisory
Corp. organized as series of the Van Kampen Series Fund, Inc. (the "MS Funds").
Each trustee/director who is not an affiliated person, of the Advisers, the
Distributor, Van Kampen or Morgan Stanley Dean Witter & Co. (each a
"Non-Affiliated Trustee") is compensated by an annual retainer and meeting fees
for services to the funds in the Fund Complex. Each fund in the Fund Complex
(except the money market series of the MS Funds) provides a deferred
compensation plan to its Non-Affiliated Trustees that allows trustees/directors
to defer receipt of their compensation and earn a return on such deferred
amounts. Deferring compensation has the economic effect as if the Non-Affiliated
Trustee reinvested his or her compensation into

B-28
<PAGE> 202

the funds. Each fund in the Fund Complex (except the money market series of the
MS Funds) provides a retirement plan to its Non-Affiliated Trustees that
provides Non-Affiliated Trustees with compensation after retirement, provided
that certain eligibility requirements are met as more fully described below.

The trustees recently reviewed and adopted a standardized compensation and
benefits program for each fund in the Fund Complex. Effective January 1, 1998,
the compensation of each Non-Affiliated Trustee includes an annual retainer in
an amount equal to $50,000 per calendar year, due in four quarterly installments
on the first business day of each quarter. Payment of the annual retainer is
allocated among the funds in the Fund Complex (except the money market series of
the MS Funds) on the basis of the relative net assets of each fund as of the
last business day of the preceding calendar quarter. Effective January 1, 1998,
the compensation of each Non-Affiliated Trustee includes a per meeting fee from
each fund in the Fund Complex (except the money market series of the MS Funds)
in the amount of $200 per quarterly or special meeting attended by the
Non-Affiliated Trustee, due on the date of the meeting, plus reasonable expenses
incurred by the Non-Affiliated Trustee in connection with his or her services as
a trustee, provided that no compensation will be paid in connection with certain
telephonic special meetings.

B-29
<PAGE> 203

Complex. To the extent permitted by the 1940 Act, the Fund may invest in
securities of those funds selected by the Non-Affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the Fund.

Under the retirement plan, a Non-Affiliated Trustee who is receiving
compensation from such Fund prior to such Non-Affiliated Trustee's retirement,
has at least 10 years of service (including years of service prior to adoption
of the retirement plan) and retires at or after attaining the age of 60, is
eligible to receive a retirement benefit equal to $2,500 per year for each of
the ten years following such retirement from such Fund. Non-Affiliated Trustees
retiring prior to the age of 60 or with fewer than 10 years but more than 5
years of service may receive reduced retirement benefits from such Fund. Each
trustee/director has served as a member of the Board of Trustees of the Fund
since he or she was first appointed or elected in the year set forth below. The
retirement plan contains a Fund Complex retirement benefit cap of $60,000 per
year.

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

COMPENSATION TABLE

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

* Currently a member of the Board of Trustees.

(2) The amounts shown in this column represent the Aggregate Compensation before
Deferral from all three series of the Trust, including the Fund, with
respect to the Trust's fiscal year ended June 30, 1998. The detail of
aggregate compensation before deferral from each series of the Trust,
including the Fund, is shown in Table A below. The following trustees
deferred compensation from all three series of the Trust, including the Fund
during the fiscal year ended June 30, 1998 as follows; Mr. Branagan, $6,810;
Ms. Heagy, $6,210; Mr. Kennedy, $3,406; Mr. Nelson, $6,810; Mr. Robinson,
$4,500; Mr. Rooney, $6,810; Dr. Sisto, $3,406; and Mr. Whalen, $6,810. The
detail of amounts deferred for each series of the Trust, including the Fund
is shown, in Table B below. Amounts deferred are retained by the Fund and
earn a rate of return determined by reference to either the return on the
common shares of the Fund or other funds in the Fund Complex as selected by
the respective Non-Affiliated Trustee, with the same economic effect as if
such Non-Affiliated Trustee had invested in one or more funds in the Fund
Complex. To the extent permitted by the 1940 Act, each Fund may invest in
securities of those funds selected by the Non-Affiliated Trustees in order
to match the deferred compensation obligation. The cumulative deferred
compensation (including interest) accrued with respect to each trustee,
including former trustees, from all three series of the Trust, including the
Fund, as of the Trust's fiscal year ended June 30, 1998 is as follows:

B-30
<PAGE> 204

Mr. Branagan, $17,434; Mr. Gaughan, $9,426; Ms. Heagy, $23,877; Mr. Kennedy,
$40,248; Mr. Miller, $31,230; Mr. Nelson, $55,643; Mr. Rees, $9,322; Mr.
Robinson, $46,656; Mr. Rooney, $7,804; Dr. Sisto, $6,490; and Mr. Whalen,
$47,019. The detail of cumulative deferred compensation (including interest)
for each series, including the Fund, is shown in Table C below. The deferred
compensation plan is described above the Compensation Table.

TABLE A

FISCAL YEAR 1998 AGGREGATE COMPENSATION FROM THE TRUST AND EACH SERIES

TABLE B

FISCAL YEAR 1998 AGGREGATE COMPENSATION DEFERRED FROM

THE TRUST AND EACH SERIES

<TABLE>
<CAPTION>
TRUSTEE
FISCAL --------------------------------------------------------------------------
FUND NAME YEAR-END BRANAGAN HEAGY KENNEDY NELSON ROBINSON ROONEY SISTO WHALEN
--------- -------- -------- ----- ------- ------ -------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund........................... 06/30 $2,451 $2,251 $1,226 $2,451 $1,500 $2,451 $1,226 $2,451
Short-Term Global Income Fund............. 06/30 2,159 1,959 1,080 2,159 1,500 2,159 1,080 2,159
Strategic Income Fund..................... 06/30 2,200 2,000 1,100 2,200 1,500 2,200 1,100 2,200
------ ------ ------ ------ ------ ------ ------ ------
Trust Total............................. $6,810 $6,210 $3,406 $6,810 $4,500 $6,810 $3,406 $6,810
</TABLE>

B-31
<PAGE> 205

TABLE C

FISCAL YEAR 1998 CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST)

FROM THE TRUST AND EACH SERIES

<TABLE>
<CAPTION>
TRUSTEE
------------------------------------------------------------------

TABLE D

YEAR OF ELECTION OR APPOINTMENT TO EACH SERIES OF THE TRUST

As of October 16, 1998, the trustees and officers of the Fund as a group owned
less than 1% of the Shares of the Fund.

<TABLE>
<CAPTION>
AMOUNT OF
OWNERSHIP AT
SEPTEMBER 3, CLASS OF PERCENTAGE
NAME AND ADDRESS OF HOLDER 1998 SHARES OWNERSHIP
-------------------------- ------------ -------- ----------
<S> <C> <C> <C>
Xerox Financial Services................................. 1,430,628 A 20.109%
Life Insurance Company
Van Kampen Trust Company,................................ 388,839 A 5.466%
2800 Post Oak Blvd. 131,901 B 11.534%
Houston, Texas 77056
J.C. Bradford & Co. Cust FBO............................. 12,841.04 C 25.913%
Mary A. Murphy
330 Commerce St.
Nashville, TN 37201-1899
Davenport & Co. LLC FBO.................................. 11,949.60 C 24.114%
Rountree Construction Co. Inc.
Attn James R. Rountree
P.O. Box 5369
Suffolk, VA 23435-0369
Davenport & Co. LLC FBO.................................. 6,126.53 C 12.363%
Ronald D. Foster TSTEE
Bowman Foster & Assoc. PC PSP
U/A DTD 5/27/96
4 Koger Ctr. Ste. 1
Norfolk, VA 23802-4110
J.C. Bradford & Co. Cust FBO............................. 4,487.57 C 9.056%
Mary Alice Murphy
330 Commerce St.
Nashville, TN 37201-1899
</TABLE>

B-32
<PAGE> 206

<TABLE>
<CAPTION>
AMOUNT OF
OWNERSHIP AT
SEPTEMBER 3, CLASS OF PERCENTAGE
NAME AND ADDRESS OF HOLDER 1998 SHARES OWNERSHIP
-------------------------- ------------ -------- ----------
<S> <C> <C> <C>
Donaldson Lufkin Jenrette Securities Corp., Inc. ........ 3,495.88 C 7.055%
P.O. Box 2062
Jersey City, NJ 07303-2052
</TABLE>

Van Kampen Trust Company acts as custodian for certain employee benefit plans
and individual retirement accounts.

LEGAL COUNSEL

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

TRANSFER AGENCY

During the fiscal years ended June 30, 1998, 1997 and 1996, Van Kampen
Investor Services Inc., transfer agent, shareholder service agent and dividend
disbursing agent for the Fund, received fees aggregating $133,400, $185,200 and
$269,400, respectively, for these services. Beginning in 1998, the transfer
agency prices are determined through negotiations with the Fund's Board of
Trustees and are based on competitive market benchmarks. Prior to 1998, the
transfer agency prices were determined on a cost plus profit basis.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT.

Van Kampen Investment Advisory Corp. (the "Adviser") is the Fund's investment
adviser. The Adviser's principal office is located at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181. The Adviser is a wholly owned subsidiary of
Van Kampen Investments Inc., which is an indirect wholly owned subsidiary of
Morgan Stanley Dean Witter & Co.

The investment advisory agreement between the Adviser and the Fund provides
that the Adviser will supply investment research and portfolio management,
including the selection of securities for the Fund to purchase, hold or sell and
the selection of brokers through whom the Fund's portfolio transactions are
executed. The Adviser also administers the business affairs of the Fund,
furnishes offices, necessary facilities and equipment, provides administrative
services, and permits its officers and employees to serve without compensation
as trustees of the Trust and officers of the Fund if duly elected to such
positions.

The Adviser's activities are subject to the review and supervision of the
Board of Trustees of the Trust, of which the Fund is a series, to whom the
Adviser renders periodic reports of the Fund's investment activities.

The investment advisory agreement will remain in effect from year to year if
specifically approved by the trustees of the Trust, of which the Fund is a
separate series (or by the Fund's shareholders), and by the disinterested
trustees in compliance with the requirements of the 1940 Act. The agreement may
be terminated without penalty upon 60 days' written notice by either party
thereto and will automatically terminate in the event of assignment.

The Adviser has undertaken to reimburse the Fund for annual expenses of the
Fund which exceed the most stringent limit prescribed by any state in which the
Fund's shares are offered for sale. In addition to making any required
reimbursements, the Adviser may in its discretion, but is not obligated to,
waive all or any portion of its fee or assume all or any portion of the expenses
of the Fund.

B-33
<PAGE> 207

For the years ended June 30, 1998, 1997 and 1996, the Fund recognized advisory
expenses of $434,761, $605,689 and $882,054, respectively.

OTHER AGREEMENTS.

ACCOUNTING SERVICES AGREEMENT. The Fund has also entered into an accounting
services agreement pursuant to which the Adviser provides accounting services
supplementary to those provided by the Custodian. Such services are expected to
enable the Fund to more closely monitor and maintain its accounts and records.
The Fund shares equally, together with the other funds advised by the Adviser or
its affiliates and distributed by the Distributor, in 25% of the cost of
providing such services, with the remaining 75% of such cost being paid by the
Fund and such other funds based proportionally on their respective net assets.

For the years ended June 30, 1998, 1997 and 1996, the Fund recognized expenses
of approximately $13,400, $7,300 and $9,900, respectively, representing the
Adviser's cost of providing accounting services.

LEGAL SERVICES AGREEMENT. The Fund and other funds advised by the Adviser and
distributed by the Distributor have entered into Legal Services Agreements
pursuant to which Van Kampen provides legal services, including without
limitation: accurate maintenance of the funds' minute books and records,
preparation and oversight of the funds' regulatory reports, and other
information provided to shareholders, as well as responding to day-to-day legal
issues on behalf of the funds. It is expected that Van Kampen can render such
legal services on a more cost effective basis than other providers of such
services. Payment by the Fund for such services is made on a cost basis for the
employment of personnel as well as the overhead and the equipment necessary to
render such services. Other funds distributed by the Distributor also receive
legal services from Van Kampen. Of the total costs for legal services provided
to funds distributed by the Distributor, one half of such costs are allocated
equally to each fund and the remaining one half of such costs are allocated to
specific funds based on monthly time records.

For the years ended June 30, 1998, 1997 and 1996, the Fund recognized expenses
of approximately $9,600, $15,300 and $14,300, respectively, representing Van
Kampen Investments Inc.'s cost of providing legal services.

CUSTODIAN AND INDEPENDENT ACCOUNTANTS

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

B-34
<PAGE> 208

services. This will be done, however, only if, in the opinion of the Adviser,
the amount of additional commission or increased cost is reasonable in relation
to the value of such services.

In selecting among the firms believed to meet the criteria for handling a
particular transaction, the Adviser may take into consideration that certain
firms (i) provide market, statistical or other research information such as set
forth above to the Fund and Adviser, (ii) have sold or are selling shares of the
Fund and (iii) are affiliated with the Fund, its investment adviser or its
distributor and other principal underwriters. If purchases or sales of
securities of the Fund and of one or more other investment companies or clients
supervised by the Adviser are considered at or about the same time, transactions
in such securities will be allocated among the several investment companies and
clients in a manner deemed equitable to all by the Adviser, taking into account
the respective sizes of the Fund and other investment companies and clients and
the amount of securities to be purchased or sold. Although it is possible that
in some cases this procedure could have a detrimental effect on the price or
volume of the security as far as the Fund is concerned, it is also possible that
the ability to participate in volume transactions and to negotiate lower
brokerage commissions will be beneficial to the Fund.

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

State securities laws may differ from the interpretations of federal law
expressed herein, and banks and financial institutions may be required to
register as dealers pursuant to state law.

During the year ended June 30, 1998, the Fund paid no brokerage commissions on
transactions to brokers related to research services provided to the Adviser.

The fund paid the following commissions to all brokers and affiliated brokers
during the periods shown.

<TABLE>
<CAPTION>
AFFILIATED BROKERS
----------------------------
BROKERS MORGAN STANLEY DEAN WITTER
------- -------------- -----------
<S> <C> <C> <C>
Commissions paid:
Fiscal year 1996.......................................... $ 0 N/A N/A
Fiscal year 1997.......................................... $ 0 $ 0 $ 0
Fiscal year 1998.......................................... $555 $ 0 $ 0
Fiscal year 1998 Percentages:
Commissions with affiliate to total commissions........... 0% 0%
Value of brokerage transactions with affiliate to total
transactions........................................... 0% 0%
</TABLE>

TAX STATUS OF THE FUND

B-35
<PAGE> 209

"Code"). If the Fund complies with certain requirement of the Code relating to,
among other things, the source of its income and the diversification of its
assets, the Fund will not be subject to federal income tax on any income
distributed to its shareholders. The Fund will be subject to tax, among other
things, if it fails to distribute net capital gains, or if its annual
distributions, as a percentage of its income, are less than the distributions
required by tax laws.

THE DISTRIBUTOR

<TABLE>
<CAPTION>
AMOUNTS
TOTAL UNDERWRITING RETAINED
COMMISSIONS BY DISTRIBUTOR
------------------ --------------
<S> <C> <C>
Fiscal Year Ended June 30, 1998............................. $ 2,983 $ 239
Fiscal Year Ended June 30, 1997............................. $16,240 $ 694
Fiscal Year Ended June 30, 1996............................. $ 8,162 $1,543
</TABLE>

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

B-36
<PAGE> 210

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

For the year ended June 30, 1998, the Fund's aggregate expenses under the
Class A Plan were $99,368 or 0.25% of the Class A shares' average net assets for
fees paid to financial intermediaries for servicing Class A shareholders and
administering the Plans. For the fiscal year ended June 30, 1998, the Fund's
aggregate expenses under the Class B Plan were $397,936 or 1.00% of the Class B
shares' average net assets. Such expenses were paid to reimburse the Distributor
for the following payments: $290,826 for commissions and transaction fees paid
to financial intermediaries in respect of sales of Class B shares of the Fund
and $107,110 for fees paid to financial intermediaries for servicing Class B
shareholders and administering the Plans. For the fiscal year ended June 30,
1998, the Fund's aggregate expenses under the Plans for Class C shares were
$2,668 or 1.00% of the Class C shares' average net assets. Such expenses were
paid to reimburse the Distributor for the following payments: $1,013 for
commissions and transaction fees paid to financial intermediaries in respect of
sales of Class C shares of the Fund and $1,655 for fees paid to financial
intermediaries for servicing Class C shareholders and administering the Class C
Plan.

PERFORMANCE INFORMATION

From time to time marketing materials may provide a portfolio manager update,
an adviser update and discuss general economic conditions and outlooks. The
Fund's marketing materials may also show the Fund's asset class diversification,
top five sectors, ten largest holdings and other Fund asset structures, such as
duration, maturity, coupon, NAV, rating breakdown, AMT exposure and number of
issues in the portfolio. Materials may also mention how Van Kampen believes the
Fund compares relative to other funds advised by the Adviser or its affiliates.
Materials may also discuss the Dalbar Financial Services study from 1984 to 1994
which studied investor cash flow into and out of all types of mutual funds. The
ten year study found that investors who bought mutual fund shares and held such
shares outperformed investors who bought and sold. The Dalbar study conclusions
were consistent regardless of whether shareholders purchased their funds in
direct or sales force distribution channels. The study showed that investors
working with a professional representative have tended over time to earn higher
returns than those who invested directly. The Fund will also be marketed on the
Internet.

CLASS A SHARES

The Fund's yield with respect to the Class A Shares for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") was 6.05%. In determining the Fund's net
investment income for a stated 30 day period, the Fund calculates yield to
maturity on each portfolio security on a daily basis. The Fund's current
distribution rate with respect to the Class A Shares for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") was 5.84%.

The Fund's average total return, including the payment of the maximum
front-end sales charge, with respect to the Class A Shares for the (i) the one
year period ended June 30, 1998 was 0.14%, (ii) the five year period ended June
30, 1998 was 2.31% and (iii) the approximately 93 month period from September
28, 1990 (the commencement of the sale of Class A Shares) through June 30, 1998
was 3.92%.

The Fund's cumulative non-standardized total return, including the payment of
the maximum front-end sales charge, with respect to the Class A Shares from
September 28, 1990 (the commencement of the sale of Class A Shares) through June
30, 1998 (as calculated in the manner described in the Prospectus under the
heading "Fund Performance") was 34.76%.

The Fund's cumulative non-standardized total return, excluding the payment of
the maximum front-end sales charge, with respect to the Class A Shares from
September 28, 1990 (the commencement of the sale of Class A Shares) through June
30, 1998 (as calculated in the manner described in the Prospectus under the
heading "Fund Performance") was 39.35%.

B-37
<PAGE> 211

CLASS B SHARES

The Fund's yield with respect to the Class B Shares for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") was 5.50%. In determining the Fund's net
investment income for a stated 30 day period, the Fund calculates yield to
maturity on each portfolio security on a daily basis. The Fund's current
distribution rate with respect to the Class B Shares for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") was 5.26%.

The Fund's average total return, including the payment of the maximum CDSC,
with respect to the Class B Shares for (i) the one year period ended June 30,
1998 was (0.25%), (ii) the five year period ended June 30, 1998 was 2.24%, and
(iii) the approximately 84 month period from July 22, 1991 (the commencement of
the sale of Class B Shares) through June 30, 1998 was 3.37%.

The Fund's cumulative non-standardized total return, including the payment of
the maximum CDSC, with respect to the Class B Shares from July 22, 1991 (the
commencement of the sale of Class B Shares) through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance")
was 25.87%.

The Fund's cumulative non-standardized total return, excluding the payment of
the CDSC, with respect to the Class B Shares from July 22, 1991 (the
commencement of the sale of Class B Shares) through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance")
was 25.87%.

CLASS C SHARES

The Fund's yield with respect to the Class C Shares for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") was 5.50%. In determining the Fund's net
investment income for a stated 30 day period, the Fund calculates yield to
maturity on each portfolio security on a daily basis. The Fund's current
distribution rate with respect to the Class C Shares for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") was 5.26%.

The Fund's average total return, including the payment of the maximum CDSC,
with respect to the Class C Shares for (i) the one year period ended June 30,
1998 was 1.69%, and (ii) the approximately 59 month period from August 13, 1993
(the commencement of the sale of Class C Shares) through June 30, 1998 was
1.80%.

The Fund's cumulative non-standardized total return, including the payment of
the maximum CDSC, with respect to the Class C Shares from August 13, 1993 (the
commencement of the sale of Class C Shares) through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance")
was 9.09%.

The Fund's cumulative non-standardized total return, excluding the payment of
the CDSC, with respect to the Class C Shares from August 13, 1993 (the
commencement of the sale of Class B Shares) through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance
was 9.09%.

B-38
<PAGE> 212

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Trustees and Shareholders of
Van Kampen Short-Term Global Income Fund:

We have audited the accompanying statement of assets and liabilities of Van
Kampen Short-Term Global Income Fund (the "Fund"), including the portfolio of
investments, as of June 30, 1998, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
periods presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen Short-Term Global Income Fund as of June 30, 1998, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the periods presented, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP
Chicago, Illinois
August 7, 1998

B-39
<PAGE> 213

PORTFOLIO OF INVESTMENTS

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
in Local
Currency Maturity U.S. $
(000) Description Coupon Date Market Value
- ----------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
CORPORATE BONDS 39.2%
ELECTRONICS 1.5%
1,000 CIA Transporte Energia, 144A -- US$ (a)........ 8.625% 04/01/03 $ 972,500
-----------
ENERGY 8.3%
2,500 Empresa Col de Petrolos -- US$................. 7.250 07/08/98 2,500,000
1,850 Petroliam Nasional Berhad, 144A -- US$
(a)(b)......................................... 6.875 07/01/03 1,629,110
1,500 Petroliam Nasional Berhad, 144A -- US$
(a)(b)......................................... 6.625 10/18/01 1,360,950
-----------
5,490,060
-----------
FINANCE 19.4%
1,000 Exp-Imp Bank Korea -- US$...................... 6.500 05/15/00 928,040
1,200 GMAC -- GBP.................................... 5.839 09/25/02 1,999,633
500 Korea Development Bank -- US$ (b).............. 6.625 11/21/03 401,415
1,000 Korea Development Bank -- US$.................. 7.900 02/01/02 891,510
3,990 Korea Development Bank -- US$ (b).............. 6.250 05/01/00 3,650,770
1,000 NBG Finance PLC -- US$......................... * 06/24/07 991,250
2,500 Nordic Investment Bank -- NZ$.................. 6.750 09/16/99 1,276,289
500 SB Treasury Co. LLC, 144A -- GBP (a)(b)........ 9.400 12/29/49 492,813
2,000 Union Bank of Norway, 144A -- US$ (a).......... 9.100 10/25/00 2,115,000
-----------
12,746,720
-----------
UTILITIES 10.0%
3,000 Empresa Electrica Del Notre, 144A -- US$ (a)... 7.750 03/15/06 2,590,590
1,000 Korea Electric Power Co., 144A -- US$ (a)...... 10.000 04/01/01 951,600
3,000 Niagara Mohawk Power Corp -- US$............... 6.500 07/01/99 2,994,300
-----------
6,536,490
-----------
Total Corporate Bonds................................................ 25,745,770
-----------
FOREIGN GOVERNMENT AND AGENCY SECURITIES 30.2%
COLOMBIA 3.0%
1,000 Republic of Colombia -- US$.................... 8.000 06/14/01 997,500
1,000 Republic of Colombia -- US$.................... 7.250 02/15/03 935,000
-----------
1,932,500
-----------
GREECE 4.7%
320,000 Hellenic Republic -- GRD....................... 9.800 03/21/00 1,034,483
599,000 Hellenic Republic -- GRD....................... 8.800 06/19/07 2,079,314
-----------
3,113,797
-----------
MEXICO 2.4%
1,680 United Mexican States -- US$................... 5.820 06/28/01 1,589,246
-----------
NEW ZEALAND 5.6%
3,900 International Bank for Recon & Dev -- NZ$...... * 08/20/07 1,109,495
4,500 New Zealand Government -- NZ$.................. 8.000 11/15/06 2,574,750
-----------
3,684,245
-----------
PANAMA 2.3%
1,500 Republic of Panama, 144A -- US$ (a)(b)......... 7.875 02/13/02 1,485,000
-----------
</TABLE>

See Notes to Financial Statements

B-40
<PAGE> 214

PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par
Amount
in Local
Currency Maturity U.S. $
(000) Description Coupon Date Market Value
- ----------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
POLAND 4.1%
3,000 Poland PDI Bond -- US$......................... 4.000% 10/27/14 2,701,875
-----------
SOUTH AFRICA 1.6%
1,000 Republic of South Africa -- US$................ 9.625 12/15/99 1,041,500
-----------
UNITED KINGDOM 6.5%
2,500 United Kingdom Treasury -- GBP................. 7.000 06/07/02 4,248,551
-----------
Total Foreign Government and Agency Securities....................... 19,796,714
-----------
US GOVERNMENT AND AGENCY OBLIGATIONS 2.0%
2,600 FNMA -- NZ$.................................... 7.250 06/20/02 1,342,790
-----------
MORTGAGE BACKED OBLIGATIONS 11.8%
7,650 RAST 1998-A4 -- US$.............................. 6.750 05/25/98 7,693,031
-----------
PREFERRED STOCK 0.6%
6,000 Avalon Bay Communities, Inc. -- US$.................................. 155,250
10,000 First Industrial Realty Trust -- US$................................. 252,500
-----------
Total Preferred Stock................................................ 407,750
-----------
REPURCHASE AGREEMENT 16.2%
J P Morgan (Collateralized by U. S. Treasury Bonds, $10,598,000 par,
5.500% coupon, due 08/15/13, dated 06/30/98, to be sold on 07/01/98
at $10,599,619)
(Cost $10,598,000)............................................................ 10,598,000
-----------
TOTAL INVESTMENTS 100.0%
(Cost $67,049,220)............................................................ 65,584,055
FOREIGN CURRENCY 0.0%
(Cost $38,824)................................................................ 38,824
LIABILITIES IN EXCESS OF OTHER ASSETS 0.0%..................................... (12,868)
-----------
NET ASSETS 100.0%.............................................................. $65,610,011
===========
</TABLE>

* Zero coupon bond

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

(b) Assets segregated as collateral for open futures and forward currency
contracts.

See Notes to Financial Statements

B-41
<PAGE> 215

PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

PORTFOLIO COMPOSITION BY CREDIT QUALITY

The following table summarizes the portfolio composition at June 30, 1998,
based upon the highest credit quality ratings as determined by Standard & Poor's
or Moody's.

<TABLE>
<S> <C>
Repurchase Agreement...... 16.2%
AAA....................... 27.8
A......................... 12.3
BBB....................... 20.8
BB........................ 18.2
NR........................ 4.7
-----
100.0%
=====
</TABLE>

See Notes to Financial Statements

B-42
<PAGE> 216

STATEMENT OF ASSETS AND LIABILITIES

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ASSETS:
Total Investments, including repurchase agreement of
$10,598,000 (Cost $67,049,220)............................ $ 65,584,055
Cash........................................................ 219,403
Foreign Currency (Cost $38,824)............................. 38,824
Receivables:
Investments Sold.......................................... 3,031,497
Interest.................................................. 687,419
Fund Shares Sold.......................................... 4,148
Variation Margin on Futures............................... 2,494
Other....................................................... 821
------------
Total Assets.......................................... 69,568,661
------------
LIABILITIES:
Payables:
Investments Purchased..................................... 2,151,356
Forward Currency Contracts................................ 1,110,289
Fund Shares Repurchased................................... 149,104
Income Distributions...................................... 117,946
Distributor and Affiliates................................ 98,860
Investment Advisory Fee................................... 30,165
Accrued Expenses............................................ 180,497
Trustees' Deferred Compensation and Retirement Plans........ 120,433
------------
Total Liabilities..................................... 3,958,650
------------
NET ASSETS.................................................. $ 65,610,011
============
NET ASSETS CONSIST OF:
Capital..................................................... $133,355,401
Accumulated Distributions in Excess of Net Investment
Income.................................................... (1,985,847)
Net Unrealized Depreciation................................. (2,416,979)
Accumulated Net Realized Loss............................... (63,342,564)
------------
NET ASSETS.................................................. $ 65,610,011
============
MAXIMUM OFFERING PRICE PER SHARE:
Class A Shares:
Net asset value and redemption price per share (Based on
net assets of $45,725,525 and 6,222,565 shares of
beneficial interest issued and outstanding)............. $ 7.35
Maximum sales charge (3.25%* of offering price)......... .25
------------
Maximum offering price to public........................ $ 7.60
============
Class B Shares:
Net asset value and offering price per share (Based on
net assets of $19,551,829 and 2,661,333 shares of
beneficial interest issued and outstanding)............. $ 7.35
============
Class C Shares:
Net asset value and offering price per share (Based on
net assets of $332,657 and 45,275 shares of beneficial
interest issued and outstanding)........................ $ 7.35
============
</TABLE>

*On sales of $25,000 or more, the sales charge will be reduced.

See Notes to Financial Statements

B-43
<PAGE> 217

STATEMENT OF OPERATIONS

For the Year Ended June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest (net of foreign withholding taxes of $13,886)...... $ 5,294,057
Dividends................................................... 14,298
-----------
Total Income............................................ 5,308,355
-----------
EXPENSES:
Distribution (12b-1) and Service Fees (Attributed to Classes
A, B and C of $102,020, $379,656 and $2,737,
respectively)............................................. 484,413
Investment Advisory Fee..................................... 434,761
Shareholder Services........................................ 196,607
Custody..................................................... 51,999
Trustees' Fees and Expenses................................. 28,422
Legal....................................................... 12,375
Other....................................................... 199,558
-----------
Total Expenses.......................................... 1,408,135
Less Expenses Reimbursed................................ 14,546
-----------
Net Expenses............................................ 1,393,589
-----------
NET INVESTMENT INCOME....................................... $ 3,914,766
-----------
REALIZED AND UNREALIZED GAIN/LOSS:
Realized Gain/Loss:
Investments............................................... $ 863,170
Options................................................... 18,292
Futures................................................... (119,252)
Forwards.................................................. 3,165,132
Foreign Currency Transactions............................. (4,194,518)
-----------
Net Realized Loss........................................... (267,176)
-----------
Net Unrealized Appreciation/Depreciation:
Beginning of the Period................................... (1,420,976)
-----------
End of the Period:
Investments............................................. (1,465,165)
Forwards................................................ (939,286)
Futures................................................. (12,353)
Foreign Currency Translation............................ (175)
-----------
(2,416,979)
-----------
Net Unrealized Depreciation During the Period............... (996,003)
-----------
NET REALIZED AND UNREALIZED LOSS............................ $(1,263,179)
-----------
NET INCREASE IN NET ASSETS FROM OPERATIONS.................. $ 2,651,587
-----------
</TABLE>

See Notes to Financial Statements

B-44
<PAGE> 218

STATEMENT OF CHANGES IN NET ASSETS

For the Years Ended June 30, 1998 and 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended Year Ended
June 30, 1998 June 30, 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income....................................... $ 3,914,766 $ 5,420,224
Net Realized Gain/Loss...................................... (267,176) 1,725,990
Net Unrealized Depreciation During the Period............... (996,003) (1,136,411)
------------ ------------
Change in Net Assets from Operations........................ 2,651,587 6,009,803
------------ ------------
Distributions from Net Investment Income.................... (3,914,766) (5,420,224)
Distributions in Excess of Net Investment Income............ (331,088) (1,573,147)
------------ ------------
Distributions from and in Excess of Net Investment
Income*................................................... (4,245,854) (6,993,371)
Return of Capital Distribution*............................. (290,326) (91,680)
------------ ------------
Total Distributions......................................... (4,536,180) (7,085,051)
------------ ------------
NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES......... (1,884,593) (1,075,248)
------------ ------------
FROM CAPITAL TRANSACTIONS:
Proceeds from Shares Sold................................... 19,032,931 3,720,807
Net Asset Value of Shares Issued Through Dividend
Reinvestment.............................................. 2,772,850 4,048,955
Cost of Shares Repurchased.................................. (46,043,368) (46,302,530)
------------ ------------
NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS.......... (24,237,587) (38,532,768)
------------ ------------
TOTAL DECREASE IN NET ASSETS................................ (26,122,180) (39,608,016)
NET ASSETS:
Beginning of the Period..................................... 91,732,191 131,340,207
------------ ------------
End of the Period (Including accumulated distributions in
excess of net investment income of $1,985,847 and
$455,277, respectively)................................... $ 65,610,011 $ 91,732,191
============ ============
</TABLE>

<TABLE>
<CAPTION>
Year Ended Year Ended
*Distributions by Class June 30, 1998 June 30, 1997
- ------------------------------------------------------------------------
<S> <C> <C>
Distributions from and in Excess of
Net Investment Income:
Class A Shares.......................... $(2,310,645) $(3,003,963)
Class B Shares.......................... (1,921,964) (3,977,304)
Class C Shares.......................... (13,245) (12,104)
----------- -----------
$(4,245,854) $(6,993,371)
=========== ===========
Return of Capital Distribution:
Class A Shares.......................... $ (179,548) $ (40,726)
Class B Shares.......................... (109,531) (50,795)
Class C Shares.......................... (1,247) (159)
----------- -----------
$ (290,326) $ (91,680)
=========== ===========
</TABLE>

See Notes to Financial Statements

B-45
<PAGE> 219

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended June 30,
-------------------------------------------
Class A Shares 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the Period...... $7.55 $7.62 $7.56 $8.15 $9.11
----- ----- ----- ----- -----
Net Investment Income......................... .39 .42 .49 .50 .59
Net Realized and Unrealized Gain/Loss......... (.13) .03 .16 (.45) (.89)
----- ----- ----- ----- -----
Total from Investment Operations.............. .26 .45 .65 .05 (.30)
----- ----- ----- ----- -----
Less:
Distributions from and in Excess of Net
Investment Income......................... .42 .51 -0- .37 .35
Return of Capital Distribution.............. .04 .01 .59 .27 .31
----- ----- ----- ----- -----
Total Distributions........................... .46 .52 .59 .64 .66
----- ----- ----- ----- -----
Net Asset Value, End of the Period............ $7.35 $7.55 $7.62 $7.56 $8.15
===== ===== ===== ===== =====
Total Return* (a)............................. 3.46% 6.09% 8.81% .69% (3.61%)
Net Assets at End of the Period (In
millions)................................... $45.7 $39.5 $50.1 $72.5 $147.7
Ratio of Expenses to Average Net Assets* (b).. 1.39% 1.33% 1.31% 1.14% 1.13%
Ratio of Net Investment Income to Average
Net Assets*................................. 5.40% 5.37% 6.54% 7.20% 6.64%
Portfolio Turnover............................ 175% 378% 225% 204% 259%
* If certain expenses had not been assumed by Van Kampen, Total Return would
have been lower and the ratios would have been as follows:
Ratio of Expenses to Average Net Assets (b)... 1.41% 1.36% 1.34% N/A N/A
Ratio of Net Investment Income to Average
Net Assets.................................. 5.38% 5.34% 6.51% N/A N/A
</TABLE>

(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) Beginning with the year ended June 30, 1997, the Ratios of Expenses to
Average Net Assets are based upon expense amounts which do not reflect
credits earned on overnight cash balances.

N/A = Not Applicable

See Notes to Financial Statements

B-46
<PAGE> 220

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
Year Ended June 30,
----------------------------------------------
Class B Shares 1998(a) 1997(a) 1996 1995 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the Period.... $7.55 $7.62 $7.56 $8.15 $9.10
----- ----- ----- ----- -----
Net Investment Income....................... .36 .35 .39 .41 .54
Net Realized and Unrealized Gain/Loss....... (.16) .04 .20 (.42) (.90)
----- ----- ----- ----- -----
Total from Investment Operations............ .20 .39 .59 (.01) (.36)
----- ----- ----- ----- -----
Less:
Distributions from and in Excess of Net
Investment Income....................... .37 .45 -0- .34 .32
Return of Capital Distribution............ .03 .01 .53 .24 .27
----- ----- ----- ----- -----
Total Distributions......................... .40 .46 .53 .58 .59
----- ----- ----- ----- -----
Net Asset Value, End of the Period.......... $7.35 $7.55 $7.62 $7.56 $8.15
===== ===== ===== ===== =====
Total Return* (b)........................... 2.67% 5.29% 8.02% (.14%) (4.22%)
Net Assets at End of the Period (In
millions)................................. $19.6 $52.1 $81.1 $127.9 $271.8
Ratio of Expenses to Average Net
Assets* (c)............................... 2.16% 2.09% 2.09% 1.96% 1.85%
Ratio of Net Investment Income to Average
Net Assets*............................... 4.48% 4.62% 5.79% 6.42% 5.91%
Portfolio Turnover.......................... 175% 378% 225% 204% 259%
* If certain expenses had not been assumed by Van Kampen, Total Return would
have been lower and the ratios would have been as follows:
Ratio of Expenses to Average Net Assets
(c)....................................... 2.18% 2.12% 2.12% N/A N/A
Ratio of Net Investment Income to Average
Net Assets................................ 4.46% 4.59% 5.76% N/A N/A
</TABLE>

(a) Based on average month-end shares outstanding.

(b) Total Return is based upon net asset value which does not include payment of
the maximum sales charge or contingent deferred sales charge.

(c) Beginning with the year ended June 30, 1997, the Ratios of Expenses to
Average Net Assets are based upon expense amounts which do not reflect
credits earned on overnight cash balances.

N/A = Not Applicable

See Notes to Financial Statements

B-47
<PAGE> 221

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
August 13, 1993
Year Ended June 30, (Commencement of
-------------------------------------- Distribution) to
Class C Shares 1998(a) 1997(a) 1996 1995 June 30, 1994
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
the Period.................... $7.55 $7.62 $7.56 $8.16 $9.24
----- ----- ----- ----- -----
Net Investment Income........... .34 .35 .45 .50 .49
Net Realized and Unrealized
Gain/Loss..................... (.14) .04 .14 (.52) (1.05)
----- ----- ----- ----- -----
Total from Investment
Operations.................... .20 .39 .59 (.02) (.56)
----- ----- ----- ----- -----
Less:
Distributions from and in
Excess of Net Investment
Income...................... .37 .45 -0- .34 .27
Return of Capital
Distribution................ .03 .01 .53 .24 .25
----- ----- ----- ----- -----
Total Distributions............. .40 .46 .53 .58 .52
----- ----- ----- ----- -----
Net Asset Value, End of the
Period........................ $7.35 $7.55 $7.62 $7.56 $8.16
===== ===== ===== ===== =====
Total Return* (b)............... 2.67% 5.29% 8.03% (.27%) (6.32%)**
Net Assets at End of the Period
(In millions)................. $.3 $.2 $.2 $.2 $.2
Ratio of Expenses to Average Net
Assets* (c)................... 2.16% 2.09% 2.07% 1.96% 1.84%
Ratio of Net Investment Income
to Average Net Assets*........ 4.67% 4.63% 5.72% 6.30% 5.83%
Portfolio Turnover.............. 175% 378% 225% 204% 259%
* If certain expenses had not been assumed by Van Kampen, Total Return would
have been lower and the ratios would have been as follows:
Ratio of Expenses to Average Net
Assets (c).................... 2.17% 2.12% 2.09% N/A N/A
Ratio of Net Investment Income
to Average Net Assets......... 4.65% 4.60% 5.69% N/A N/A
</TABLE>

** Non-Annualized

(a) Based on average month-end shares outstanding.

(b) Total Return is based upon net asset value which does not include payment of
the maximum sales charge or contingent deferred sales charge.

(c) Beginning with the year ended June 30, 1997, the Ratios of Expenses to
Average Net Assets are based upon expense amounts which do not reflect
credits earned on overnight cash balances.

N/A = Not Applicable

See Notes to Financial Statements

B-48
<PAGE> 222

NOTES TO FINANCIAL STATEMENTS

June 30, 1998
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen Short-Term Global Income Fund, formerly known as Van Kampen American
Capital Short-Term Global Income Fund, (the "Fund") is organized as a series of
Van Kampen Trust (the "Trust"), a Delaware business trust, and is registered as
a non-diversified open-end management investment company under the Investment
Company Act of 1940, as amended. The Fund's investment objective is to seek a
high level of current income, consistent with prudent investment risk through
investment in a global portfolio of investment grade debt securities denominated
in various currencies and multi-national currency units and having an average
duration of three years or less. The Fund commenced investment operations on
September 28, 1990. The distribution of the Fund's Class B and Class C shares
commenced on July 22, 1991, and August 13, 1993, respectively.

A. SECURITY VALUATION--Investments are stated at value using the last available
bid price, or if not available, yield equivalents obtained from dealers in the
over-the-counter (OTC) or interbank market. Short-term securities with remaining
maturities of 60 days or less are valued at amortized cost.

B-49
<PAGE> 223

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

repurchase agreements, or transfer uninvested cash balances into a pooled cash
account along with other investment companies advised by Van Kampen Investment
Advisory Corp. (the "Adviser") or its affiliates, the daily aggregate of which
is invested in repurchase agreements. Repurchase agreements are fully
collateralized by the underlying debt security. The Fund will make payment for
such security only upon physical delivery or evidence of book entry transfer to
the account of the custodian bank. The seller is required to maintain the value
of the underlying security at not less than the repurchase proceeds due the
Fund.

C. INCOME AND EXPENSES--Interest income is recorded on an accrual basis. Bond
premium and original issue discount are amortized over the expected life of each
applicable security. Expenses of the Fund are allocated on a pro rata basis to
each class of shares, except for distribution and service fees and transfer
agency costs which are unique to each class of shares.

D. CURRENCY TRANSLATION--Assets and liabilities denominated in foreign
currencies and commitments under forward currency contracts are translated into
U.S. dollars at the mean of the quoted bid and ask prices of such currencies
against the U.S. dollar. Purchases and sales of portfolio securities are
translated at the rate of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated at rates prevailing when accrued.

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

The Fund intends to utilize provisions of the federal income tax laws which
allow it to carry a realized capital loss forward for eight years following the
year of the loss and offset such losses against any future realized capital
gains. At June 30, 1998, the Fund had an accumulated capital loss carryforward
for tax purposes of $63,342,563 which will expire between June 30, 2001 and June
30, 2004. Net realized gains or losses may differ for financial and tax
reporting purposes primarily as a result of post October 31 losses which are not
recognized for tax purposes until the first day of the following fiscal year and
as a result of gains or losses recognized for tax purposes on open options and
forward transactions at June 30, 1998.

At June 30, 1998, for federal income tax purposes, cost of long- and
short-term investments is $67,088,044; the aggregate gross unrealized
appreciation is $280,558 and

B-50
<PAGE> 224

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

the aggregate gross unrealized depreciation is $1,745,723 resulting in net
unrealized depreciation of $1,465,165.

F. DISTRIBUTION OF INCOME AND GAINS--The Fund declares daily and pays monthly
dividends from net investment income. Net investment income for federal income
tax purposes includes gains and losses realized on transactions in foreign
currencies and options on foreign currencies. These realized gains and losses
are included as net realized gains or losses for financial reporting purposes.
Permanent book and tax differences relating to net realized currency losses
totaling $1,199,482 were reclassified from accumulated net realized gain/loss to
accumulated undistributed net investment income.

Net realized gains, if any, are distributed annually.

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Fund's Investment Advisory Agreement, the Adviser will
provide investment advice and facilities to the Fund for an annual fee payable
monthly of .55% of the Fund's average net assets.

For the year ended June 30, 1998, the Fund recognized expenses of
approximately $2,800 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom (Illinois), counsel to the Fund, of which a trustee of the
Fund is an affiliated person.

For the year ended June 30, 1998, the Fund recognized expenses of
approximately $23,000 representing Van Kampen's cost of providing accounting and
legal services to the Fund.

Van Kampen Investor Services Inc. ("VKIS"), an affiliate of the Adviser,
serves as the shareholder servicing agent for the Fund. For the year ended June
30, 1998, the Fund recognized expenses of approximately $133,400. Beginning in
1998, the transfer agency fees are determined through negotiations with the
Fund's Board of Trustees and are based on competitive market benchmarks.

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

B-51
<PAGE> 225

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

3. CAPITAL TRANSACTIONS

The Fund has outstanding three classes of shares of beneficial interest, Classes
A, B and C, each with a par value of $.01 per share. There are an unlimited
number of shares of each class authorized.

At June 30, 1998, capital aggregated $68,828,371, $64,184,630 and $342,400,
for Classes A, B and C, respectively. For the year ended June 30, 1998,
transactions were as follows:

<TABLE>
<CAPTION>
SHARES VALUE
- ---------------------------------------------------------------------------------
<S> <C> <C>
Sales:
Class A.......................................... 2,451,703 $ 18,354,657
Class B.......................................... 64,808 487,442
Class C.......................................... 25,354 190,832
----------- ------------
Total Sales........................................ 2,541,865 $ 19,032,931
=========== ============
Dividend Reinvestment:
Class A.......................................... 227,701 $ 1,709,854
Class B.......................................... 139,292 1,048,650
Class C.......................................... 1,914 14,346
----------- ------------
Total Dividend Reinvestment........................ 368,907 $ 2,772,850
=========== ============
Repurchases:
Class A.......................................... (1,683,807) $(12,642,954)
Class B.......................................... (4,446,060) (33,357,245)
Class C.......................................... (5,747) (43,169)
----------- ------------
Total Repurchases.................................. (6,135,614) $(46,043,368)
=========== ============
</TABLE>

B-52
<PAGE> 226

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1997, capital aggregated $61,586,362, $96,115,314 and $181,638,
for Classes A, B and C, respectively. For the year ended June 30, 1997,
transactions were as follows:

<TABLE>
<CAPTION>
SHARES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
Sales:
Class A.......................................... 258,752 $ 1,966,958
Class B.......................................... 212,311 1,604,749
Class C.......................................... 19,713 149,100
---------- ------------
Total Sales........................................ 490,776 $ 3,720,807
========== ============
Dividend Reinvestment:
Class A.......................................... 261,651 $ 1,982,096
Class B.......................................... 271,233 2,054,943
Class C.......................................... 1,572 11,916
---------- ------------
Total Dividend Reinvestment........................ 534,456 $ 4,048,955
========== ============
Repurchases:
Class A.......................................... (1,868,594) $(14,169,926)
Class B.......................................... (4,219,580) (31,987,407)
Class C.......................................... (19,067) (145,197)
---------- ------------
Total Repurchases.................................. (6,107,241) $(46,302,530)
========== ============
</TABLE>

Class B and C shares are offered without a front end sales charge, but are
subject to a contingent deferred sales charge (CDSC). Class B shares purchased
on or after June 1, 1996 will automatically convert to Class A shares after the
eighth year following purchase. Class B shares purchased before June 1, 1996
automatically convert to Class A shares after the sixth year following purchase.
Class C shares purchased before January 1, 1997 will automatically convert to
Class A shares after the tenth year following purchase. The CDSC will be imposed
on most redemptions made within three years of the

B-53
<PAGE> 227

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

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

For the year ended June 30, 1998, Van Kampen, as Distributor for the Fund,
received commissions on sales of the Fund's Class A shares of approximately $200
and CDSC on redeemed shares of approximately $10,200. Sales charges do not
represent expenses of the Fund.

4. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $116,378,688 and $135,900,050,
respectively.

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

The Fund has a variety of reasons to use derivative instruments, such as to
attempt to protect the Fund against possible changes in the market value of its
portfolio and to manage the portfolio's effective yield, foreign currency
exposure, maturity and duration. All of the Fund's portfolio holdings, including
derivative instruments, are marked to market each day with the change in value
reflected in unrealized appreciation/depreciation. Upon disposition, a realized
gain or loss is recognized accordingly, except when exercising a call option
contract or taking delivery of a security underlying a forward contract. In this
instance, the recognition of gain or loss is postponed until the disposal of the
security underlying the option or forward contract. Risks may arise as a result
of the potential inability of the counterparties to meet the terms of their
contracts.

Summarized below are the specific types of derivative financial instruments
used by the Fund.

A. OPTION CONTRACTS--An option contract gives the buyer the right, but not the
obligation to buy (call) or sell (put) an underlying item at a fixed exercise
price during a specified period.

B-54
<PAGE> 228

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

Transactions in options for the year ended June 30, 1998, were as follows:

<TABLE>
<CAPTION>
CONTRACTS PREMIUM
- ------------------------------------------------------------------------
<S> <C> <C>
Outstanding at June 30, 1997...................... 1 $ (27,698)
Options Written and
Purchased (Net)................................. 12 444,910
Options Terminated in Closing
Transactions (Net).............................. (12) (444,910)
Options Expired (Net)............................. (1) 27,698
---- ---------
Outstanding at June 30, 1998...................... -0- $ -0-
==== =========
</TABLE>

B. FUTURES CONTRACTS--A futures contract is an agreement involving the delivery
of a particular asset on a specified future date at an agreed upon price. The
Fund generally invests in futures on U.S. Treasury Notes and typically closes
the contract prior to the delivery date. These contracts are generally used to
manage the portfolio's effective maturity and duration.

Upon entering into futures contracts, the Fund maintains, in a segregated
account with its custodian, securities with a value equal to its obligation
under the futures contracts. During the period the futures contract is open,
payments are received from or made to the broker based upon changes in the value
of the contract (the variation margin). The potential risk of loss associated
with a futures contract could be in excess of the variation margin reflected on
the Statement of Assets and Liabilities. The cost of securities acquired through
delivery under a contract is adjusted by the unrealized gain or loss on the
contract.

Transactions in futures contracts for the year ended June 30, 1998, were as
follows:

<TABLE>
<CAPTION>
CONTRACTS
- ----------------------------------------------------------------------
<S> <C>
Outstanding at June 30, 1997................................ -0-
Futures Opened.............................................. 371
Futures Closed.............................................. (356)
-----
Outstanding at June 30, 1998................................ 15
=====
</TABLE>

The futures contracts outstanding as of June 30, 1998, and the descriptions
and unrealized depreciation are as follows:

<TABLE>
<CAPTION>
UNREALIZED
CONTRACTS DEPRECIATION
- --------------------------------------------------------------------------
<S> <C> <C>
SHORT CONTRACTS:
10-Year German Mark Future June 1998
(Current notional value $270,900 per
contract).................................. 15 $ 12,353
==== ============
</TABLE>

B-55
<PAGE> 229

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1998, the Fund has outstanding forward currency contracts as
follows:

<TABLE>
<CAPTION>
UNREALIZED
FORWARD CURRENT APPRECIATION/
CURRENCY CONTRACTS VALUE DEPRECIATION
- ------------------------------------------------------------------------
<S> <C> <C>
LONG CONTRACTS:
Canadian Dollar,
2,131,875 expiring 07/09/98.............. $ 1,449,027 $ (50,973)
Deutsche Mark,
31,914,400 expiring 07/01/98-10/07/98.... 17,729,210 (270,790)
Indonesian Rupiah,
4,045,000,000 expiring
09/29/98-10/13/98........................ 245,862 (354,139)
Japanese Yen,
1,509,287,000 expiring
07/15/98-08/10/98........................ 10,952,247 (547,753)
Philippine Peso,
4,910,000 expiring 09/29/98.............. 114,725 (24,763)
South Korea Won,
2,282,750,000 expiring
07/20/98-03/03/99........................ 1,537,838 137,838
Thailand Baht,
33,692,500 expiring 09/28/98-10/13/98.... 751,058 (88,960)
----------- -----------
$32,779,967 (1,199,540)
=========== -----------
SHORT CONTRACTS:
Greek Drachma,
915,060,000 expiring 07/09/98............ $ 3,005,690 (5,690)
Japanese Yen,
1,520,782,500 expiring
07/01/98-07/27/98........................ 11,020,331 479,669
New Zealand Dollar,
8,166,298 expiring 07/10/98-07/15/98..... 4,245,357 (41,073)
Pound Sterling,
3,650,917 expiring 07/02/98-07/15/98..... 6,093,874 (86,938)
South Korean Won,
2,220,000,000 expiring 07/15/98.......... 1,585,714 (85,714)
----------- -----------
$25,950,966 260,254
=========== -----------
$ (939,286)
===========
</TABLE>

B-56
<PAGE> 230

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1998, the Fund had realized losses on closed but unsettled
forward currency contracts of $171,003 scheduled to settle between July 1, 1998
and October 27, 1999.

6. DISTRIBUTION AND SERVICE PLANS

Annual fees under the Plans of up to .25% of Class A net assets and 1.00%
each of Class B and Class C net assets are accrued daily. Included in these fees
for the year ended June 30, 1998, are payments retained by Van Kampen of
approximately $320,100.

B-57
<PAGE> 231

STATEMENT OF ADDITIONAL INFORMATION

VAN KAMPEN STRATEGIC INCOME FUND

Van Kampen Strategic Income Fund (the "Fund") is a separate, non-diversified
series of Van Kampen Trust (the "Trust"), an open end management investment
company. The Fund's primary investment objective is to seek to provide its
shareholders with high current income. The Fund has a secondary investment
objective of seeking capital appreciation. The Fund seeks to achieve its
investment objectives by investing primarily in a portfolio of income securities
selected by Van Kampen Investment Advisory Corp., the Fund's investment adviser
(the "Adviser"), from the following market sectors: U.S. government securities;
domestic investment grade income securities; domestic lower grade income
securities; foreign investment grade income securities; and foreign lower grade
income securities. The Adviser will allocate the Fund's investments among these
market sectors based on its evaluation of the relative investment opportunities
and investment risks presented by such sectors from time to time. Under normal
market conditions, at least 65% of the Fund's total assets will be invested in
U.S. dollar-denominated income securities and at least 40% of the Fund's total
assets will be invested in U.S. government securities and investment grade rated
income securities. A substantial portion of the Fund's assets may be invested in
lower grade income securities, including securities of issuers in emerging
market countries and securities rated in the lowest rating category. Investment
in lower grade income securities involves significant risks. Lower grade
securities commonly are referred to as "junk bonds." The Fund borrows money for
investment purposes which will create the opportunity for increased return but
also involves special risks. The Fund is allowed to invest in derivative
mortgage back securities without limitation. In addition, the Fund may invest up
to 20% in defaulted bank loans. There can be no assurance that the Fund will
achieve its investment objectives.

This Statement of Additional Information is not a prospectus, but should be
read in conjunction with the current Prospectus for the Fund (the "Prospectus")
dated as of the date hereof. This Statement of Additional Information does not
include all information that a prospective investor should consider before
purchasing shares of the Fund, and investors should obtain and read the
Prospectus prior to purchasing shares. A copy of the Prospectus may be obtained
without charge by writing or calling Van Kampen Funds Inc. at One Parkview
Plaza, Oakbrook Terrace, Illinois 60181 or (800) 341-2911 ((800) 421-2833 for
the hearing impaired). This Statement of Additional Information incorporates by
reference the entire Prospectus.

The Prospectus and this Statement of Additional Information omit certain of
the information contained in the registration statement filed with the
Securities and Exchange Commission, Washington, D.C. (the "SEC"). These items
may be obtained from the SEC upon payment of the fee prescribed, or inspected at
the SEC's office at no charge.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Fund and the Trust...................................... B-2
Investment Policies and Restrictions........................ B-3
Additional Investment Considerations........................ B-4
Description of Securities Ratings........................... B-27
Trustees and Officers....................................... B-33
Legal Counsel............................................... B-43
Transfer Agency............................................. B-43
Investment Advisory and Other Services...................... B-43
Custodian and Independent Accountants....................... B-45
Portfolio Transactions and Brokerage Allocation............. B-45
Tax Status of the Fund...................................... B-46
The Distributor............................................. B-49
Distribution and Service Plans.............................. B-50
Performance Information..................................... B-50
Report of Independent Accountants........................... B-53
Financial Statements........................................ B-54
Notes to Financial Statements............................... B-66
</TABLE>

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED OCTOBER 28, 1998.

<PAGE> 232

THE FUND AND THE TRUST

The Fund is a separate, non-diversified series of Van Kampen Trust (the
"Trust"), an open-end management investment company. At present, the Fund, Van
Kampen High Yield Fund, Van Kampen Short-Term Global Income Fund are the only
series of the Trust, although other series may be organized and offered in the
future. Each series of the Trust will be treated as a separate corporation for
Federal income tax purposes.

The Trust is an unincorporated business trust established under the laws of
the State of Delaware by an Agreement and Declaration of Trust dated as of May
10, 1995 (the "Declaration of Trust"). The Declaration of Trust permits the
Trustees to create one or more separate investment portfolios and issue a series
of shares for each portfolio. The Trustees can further sub-divide each series of
shares into one or more classes of shares. The Trust can issue an unlimited
number of full and fractional shares, par value $0.01 per share (prior to July
31, 1995, the shares had no par value). Each share represents an equal
proportionate interest in the assets of the series with each other share in such
series and no interest in any other series. No series is subject to the
liabilities of any other series. The Declaration of Trust provides that
shareholders are not liable for any liabilities of the Trust or any of its
series, requires inclusion of a clause to that effect in every agreement entered
into by the Trust or any of its series and indemnifies shareholders against any
such liability.

The Trust originally was organized as Van Kampen Merritt Trust, a
Massachusetts business trust created by a Declaration of Trust dated March 14,
1986 (the "Massachusetts Trust"). The Massachusetts Trust was reorganized into
the Trust under the name Van Kampen American Capital Trust on July 31, 1995
pursuant to an Agreement and Plan of Reorganization and Liquidation. The Trust
was formed pursuant to an Agreement and Declaration of Trust dated May 10, 1995
for the purpose of facilitating the Massachusetts Trust's reorganization into a
Delaware business Trust. The Trust filed a Certificate of Trust with the
Delaware Secretary of State on July 28, 1995. On July 14, 1998, the Trust
adopted its current name.

The Fund originally was organized, under the name Van Kampen Merritt Strategic
Income Fund, as a sub-trust of the Massachusetts Trust. In connection with the
Massachusetts Trust's reorganization into a Delaware business trust, the Fund
was reorganized into a series of the Trust and renamed Van Kampen American
Capital Strategic Income Fund. On July 14, 1998, the Fund adopted its current
name.

B-2
<PAGE> 233

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

INVESTMENT POLICIES AND RESTRICTIONS

The investment objectives of the Fund are set forth in the Prospectus under
the caption "Investment Objectives and Policies." There can be no assurance that
the Fund will achieve its investment objectives.

Fundamental investment restrictions limiting the investments of the Fund
provide that the Fund may not:

1. Invest 25% or more of the value of its total assets in any single industry.
(Neither the U.S. government nor any of its agencies or instrumentalities
will be considered an industry for purposes of this restriction.)

2. Issue senior securities, borrow money or enter into reverse repurchase
agreements or dollar rolls in the aggregate in excess of 33 1/3% of the
Fund's total assets (after giving effect to any such borrowing); provided
that the Fund may, with respect to up to an additional 5% of its total
assets, borrow from and enter into reverse repurchase agreements and dollar
rolls with, any entity for temporary purposes. The Fund will not mortgage,
pledge or hypothecate any assets other than in connection with borrowings,
reverse repurchase agreements, dollar rolls, and Strategic Transactions.

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

4. Buy securities "on margin." Neither the deposit of initial or maintenance
margin in connection with Strategic Transactions, short term credits as may
be necessary for the clearance of transactions nor borrowing, entering into
reverse repurchase agreements or dollar rolls consistent with investment
restriction 2. above is considered the purchase of a security on margin.

5. Act as an underwriter of securities, except to the extent the Fund may be
deemed to be an underwriter in connection with the sale of securities held
in its portfolio.

6. Make investments for the purpose of exercising control or participation in
management of any company other than a CMO issuer, except to the extent
that exercise by the Fund of its rights under agreements related to
portfolio securities would be deemed to constitute such control or
participation, and 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.

7. Invest in securities issued by other investment companies except as part of
a merger, reorganization or other acquisition and 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.

8. Invest in oil, gas or mineral leases or in equity interests in oil, gas, or
other mineral exploration or development programs except pursuant to the
exercise by the Fund of its rights under agreements relating to portfolio
securities.

9. Purchase or sell real estate, commodities or commodity contracts, except to
the extent that the securities that the Fund may invest in are considered
to be interests in real estate, commodities or commodity contracts or to
the extent the Fund exercises its rights under agreements relating to
portfolio securities (in which case the Fund may liquidate real estate
acquired as a result of a default on a mortgage), and except to the extent
that Strategic Transactions the Fund may engage in are considered to be
commodities or commodities contracts.

B-3
<PAGE> 234

The Fund may not change any of these investment restrictions as they apply to
the Fund or the Fund's fundamental investment objectives without the approval of
the lesser of (i) more than 50% of the Fund's outstanding shares or (ii) 67% of
the Fund's outstanding Shares present at a meeting at which the holders of more
than 50% of the outstanding shares are present in person or by proxy. As long as
the percentage restrictions described above are satisfied at the time of the
investment or borrowing, the Fund will be considered to have abided by those
restrictions even if, at a later time, a change in values or net assets causes
an increase or decrease in percentage beyond that allowed.

In addition, to comply with federal tax requirements for qualifications as a
"regulated investment company," the Fund's investments will be limited in a
manner such that at the close of each quarter of each fiscal year, (a) no more
than 25% of the Fund's total assets are invested in the securities of a single
issuer, and (b) with regard to at least 50% of the Fund's total assets, no more
than 5% of its total assets are invested in the securities of a single issuer.
These tax-related limitations may be changed by the Trustees to the extent
necessary to comply with changes to applicable tax requirements.

The Fund generally will not engage in the trading of securities for the
purpose of realizing short-term profits, but it will adjust its portfolio as
deemed advisable in view of prevailing or anticipated market conditions to
accomplish the Fund's investment objectives. For example, the Fund may sell
portfolio securities in anticipation of a movement in interest rates. Other than
for tax purposes, frequency of portfolio turnover will not be a limiting factor
if the Fund considers it advantageous to purchase or sell securities. Portfolio
turnover will be calculated by dividing the lesser of purchases or sales of
portfolio securities by the monthly average value of the securities in the
portfolio during the year. Securities, including options, whose maturity or
expiration date at the time of acquisition were one year or less will be
excluded from such calculation. A high rate of portfolio turnover (100% or more)
involves correspondingly higher brokerage commissions and transaction expenses
than a lower rate, which expenses must be borne by the Fund and its
Shareholders. A high portfolio turnover rate may result in the realization of
more short-term capital gains taxable as ordinary income than if the Fund had a
lower portfolio turnover rate.

ADDITIONAL INVESTMENT CONSIDERATIONS

The following information supplements the information provided in the
Prospectus under the headings "Investment Objectives and Policies" and "Other
Investment Practices."

PORTFOLIO SECURITIES

U.S. GOVERNMENT SECURITIES. U.S. government securities include securities
issued by the U.S. government, such as U.S. Treasury securities, and securities
issued or guaranteed by agencies of the U.S. government. U.S. Treasury
securities are generally fixed rate securities. The Fund may invest in both
adjustable rate and fixed rate securities issued or guaranteed by agencies of
the U.S. government, including, but not limited to, Government National Mortgage
Association (GNMA), Federal National Mortgage Association (FNMA) and Federal
Home Loan Mortgage Corporation (FHLMC) securities. In the case of securities not
backed by the full faith and credit of the United States, the Fund must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment.

U.S. government securities are considered among the most creditworthy of fixed
income investments. The yields available from U.S. government securities are
generally lower than the yields available from corporate debt securities. The
values of U.S. government securities will change as interest rates fluctuate. To
the extent U.S. government securities are not adjustable rate securities, these
changes in value in response to changes in interest rates generally will be more
pronounced. During periods of falling interest rates, the values of outstanding
long-term fixed rate U.S. government securities generally rise. Conversely,
during periods of rising interest rates, the values of such securities generally
decline. The magnitude of these fluctuations will generally be greater for
securities with longer maturities. Although changes in the value of U.S.
government securities will not affect investment income from those securities,
they may affect the net asset value of the Fund.

B-4
<PAGE> 235

MORTGAGE-BACKED SECURITIES. "Mortgage-Backed Securities" are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans secured by real property. There are currently three
basic types of Mortgage-Backed Securities: (i) those issued or guaranteed by the
U.S. government or one of its agencies or instrumentalities, such as GNMA, FNMA
and FHLMC; (ii) those issued by private issuers that represent an interest in or
are collateralized by Mortgage-Backed Securities issued or guaranteed by the
U.S. government or one of its agencies or instrumentalities; and (iii) those
issued by private issuers that represent an interest in or are collateralized by
whole mortgage loans or Mortgage-Backed Securities without a government
guarantee but usually having some form of private credit enhancement.

B-5
<PAGE> 236

Private Mortgage Pass-Through Securities. Private mortgage pass-through
securities ("Private Pass-Throughs") are structured similarly to the GNMA, FNMA
and FHLMC mortgage pass-through securities described above and are issued by
originators of and investors in mortgage loans, including savings and loan
associations, mortgage banks, commercial banks, investment banks and special
purpose subsidiaries of the foregoing. Private Pass-Throughs constituting ARMS
are backed by a pool of conventional adjustable rate mortgage loans. Since
Private Pass-Throughs typically are not guaranteed by an entity having the
credit status of GNMA, FNMA or FHLMC, such securities generally are structured
with one or more types of credit enhancement.

GNMA Certificates will represent a pro rata interest in one or more pools of
the following types of mortgage loans: (i) fixed rate level payment mortgage
loans, (ii) fixed rate graduated payment mortgage loans; (iii) fixed rate
growing equity mortgage loans; (iv) fixed rate mortgage loans secured by
manufactured (mobile) homes; (v) mortgage loans on multifamily residential
properties under construction; (vi) mortgage loans on completed multifamily
projects; (vii) fixed rate mortgage loans as to which escrowed funds are used to
reduce the borrower's monthly payments during the early years of the mortgage
loans ("buydown" mortgage loans); (viii) mortgage loans that provide for
adjustments in payments based on periodic changes in interest rates or in other
payment terms of the mortgage loans; and (ix) mortgage-backed serial notes. All
of

B-6
<PAGE> 237

these mortgage loans will be FHA Loans or VA Loans and, except as otherwise
specified above, will be fully-amortizing loans secured by first liens on one-
to four-family housing units.

FHLMC Certificates. FHLMC is a corporate instrumentality of the United States
created pursuant to the Emergency Home Finance Act of 1970, as amended (the
"FHLMC Act"). FHLMC was established primarily for the purpose of increasing the
availability of mortgage credit for the financing of needed housing. The
principal activity of FHLMC currently consists of the purchase of first lien,
conventional, residential mortgage loans and participation interests in such
mortgage loans and the resale of the mortgage loans so purchased in the form of
mortgage securities, primarily Freddie Mac Certificates.

Collateralized Mortgage Obligations and Multiclass Pass-Through Securities.
Collateralized mortgage obligations ("CMOs") are debt obligations which are
secured by mortgage loans or other Mortgage-Backed Securities (such collateral
is collectively hereinafter referred to as "Mortgage Assets"). Multiclass pass-
through securities are equity interests in a trust composed of Mortgage Assets.
Unless the context indicates otherwise, all references herein to CMOs include
multiclass pass-through securities. Payments of principal of

B-7
<PAGE> 238

and interest on the Mortgage Assets, and any reinvestment income thereon,
provide the funds to pay debt service on the CMOs or make scheduled
distributions on the multiclass pass-through securities. CMOs may be issued by
agencies or instrumentalities of the U.S. government, or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing. The issuer of a series of CMOs may elect to be
treated as a Real Estate Mortgage Investment Conduit (a "REMIC"). All future
references to CMOs shall also be deemed to include REMICs.The Fund will not
invest in REMIC residuals or other CMO residuals.

In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a "tranche," may be issued at a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date. Principal prepayments on the underlying Mortgage Assets may
cause the CMOs to be retired substantially earlier than their stated maturities
or final distribution dates. Interest is paid or accrues on all classes of a CMO
on a monthly, quarterly or semi-annual basis. The principal of and interest on
the Mortgage Assets may be allocated among the several classes of a series of a
CMO in many ways. By investing in particular tranches of a CMO with specified
cash flows, the Fund may gain more predictability of cash flows than if it had
invested in the underlying Mortgage Assets. Generally, the more predictable the
cash flow of a CMO tranche, the lower the anticipated yield will be on that
tranche at the time of issuance relative to prevailing market yields on
Mortgage-Backed Securities. As part of the process of creating more predictable
cash flows on most of the tranches in a series of CMOs, one or more tranches
generally must be created that absorb most of the volatility in the cash flows
on the underlying Mortgage Assets. The yields on these tranches are generally
higher than prevailing market yields on Mortgage-Backed Securities with similar
average lives. Because of the uncertainty of the cash flows on these tranches,
and the sensitivity thereof to changes in prepayment rates on the underlying
Mortgage Assets, the market prices of and yield on these tranches tend to be
more volatile.

One or more tranches of a CMO may have coupon rates which reset periodically
at a specified increment over an index such as LIBOR. These adjustable rate
tranches are known as "floating rate CMOs," "inverse floating CMOs" and
"interest only CMOs". Floating rate CMOs may be backed by fixed rate or
adjustable rate mortgages; to date, fixed rate mortgages have been more commonly
utilized for this purpose. Floating rate CMOs are typically issued with lifetime
caps on the coupon rate thereon. These caps, similar to the caps on adjustable
rate mortgages, represent a ceiling beyond which the coupon rate on a floating
rate CMO may not be increased regardless of increases in the interest rate index
to which the floating rate CMO is geared. Inverse floating rate CMOs pay
interest at rates that vary inversely with changes in market rates of interest
and may pay a rate of interest determined by applying a multiple to the floating
rate. Accordingly, when market rates of interest decrease, the change in value
of inverse floating CMOs owned by the Fund will have a positive effect on the
net asset value of the Fund and when market rates of interest increase, the
change in value of inverse floating rate CMOs owned by the Fund will have a
negative effect on the net asset value of the Fund. In addition, the extent of
increases and decreases in the net asset value of the Fund in response to
changes in market rates of interest generally will be larger than comparable
changes in the net asset value of the Fund if the Fund held an equal principal
amount of a fixed rate CMO security having similar credit quality, redemption
provisions and maturity.

The Fund also may invest in, among other things, parallel pay CMOs and Planned
Amortization Class CMOs (PAC Bonds). Parallel pay CMOs are structured to provide
payments of principal on each payment date to more than one class. These
simultaneous payments are taken into account in calculating the stated maturity
date or final distribution date of each class, which, as with other CMO
structures, must be retired by its stated maturity date or final distribution
date but may be retired earlier. PAC Bonds generally require payments of a
specified amount of principal on each payment date. The Fund will not, however,
invest in CMO residuals.

In reliance on an SEC interpretation, the Fund's investment in certain
qualifying collateralized mortgage obligations (CMOs), including CMOs that have
elected to be treated as Real Estate Mortgage Investment Conduits (REMICs), are
not subject to the 1940 Act's limitation on acquiring interests in other
investment companies. In order to be able to rely on the SEC's interpretation,
the CMOs and REMICs must be unmanaged, fixed-asset issuers that (a) invest
primarily in mortgage-backed securities, (b) do not issue redeemable securities,
(c) operate under general exemptive orders exempting them from all provisions of
the

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1940 Act, and (d) are not registered or regulated under the 1940 Act as
investment companies. To the extent that the Fund selects CMOs or REMICs that do
not meet the above requirements, the Fund may not invest more than 10% of its
assets in all such entities and may not acquire more than 3% of the voting
securities of any single such entity.

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or loss in excess of that which is anticipated could adversely affect the return
on an investment in such a security.

ASSET-BACKED SECURITIES. "Asset-Backed Securities" have structural
characteristics similar to Mortgage-Backed Securities but have underlying assets
that are not mortgage loans or interests in mortgage loans. Through the use of
trusts and special purpose corporations, various types of assets, including
assets such as automobile and credit card receivables and home equity loans,
have been securitized in pass-through structures similar to the mortgage
pass-through structures or in a pay-through structure similar to the CMO
structure. In general, these types of loans are of shorter average life than
mortgage loans and are less likely to have substantial prepayments.

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FLOATING AND VARIABLE RATE INCOME SECURITIES. Income securities may provide
for floating or variable rate interest or dividend payments. The floating or
variable rate may be determined by reference to a known lending rate, such as a
bank's prime rate, a certificate of deposit rate or the London Inter Bank
Offered Rate (LIBOR). Alternatively, the rate may be determined through an
auction or remarketing process. The rate may also be indexed to changes in the
values of interest rate or securities indexes, currency exchange rates or other
commodities. The amount by which the rate paid on an income security may
increase or decrease may be subject to periodic or lifetime caps. Floating and
variable rate income securities include derivative securities whose rates vary
inversely with changes in market rates of interest. Such securities may also pay
a rate of interest determined by applying a multiple to the variable rate. The
extent of increases and decreases in the value of securities whose rates vary
inversely with changes in market rates of interest generally will be larger than
comparable changes in the value of an equal principal amount of a fixed rate
security having similar credit quality, redemption provisions and maturity.

DISCOUNT, ZERO COUPON SECURITIES AND PAYMENT-IN-KIND SECURITIES. The Fund may
invest in securities sold at a substantial discount from their value at
maturity. Such securities include "zero coupon" and payment-in-kind securities
of governmental or private issuers. Zero coupon securities generally pay no cash
interest (or dividends in the case of preferred stock) to their holders prior to
maturity. Payment-in-kind securities allow the issuer, at its option, to make
current interest payments on such securities either in cash or additional
securities. Accordingly, such securities usually are issued and traded at a deep
discount from their face or par value and generally are subject to greater
fluctuations of market value in response to changing interest rates than
securities of comparable maturities and credit quality that pay cash interest
(or dividends in the case of preferred stock) on a current basis.

Federal tax law requires that a holder of a zero coupon security accrue a
portion of the original issue discount on the security and to include the
"interest" on payment-in-kind securities as income each year, even though the
holder receives no interest payment on the security during the year. Federal tax
law also requires that entities such as the Fund which seek to qualify for
pass-through federal income tax treatment as regulated investment companies
distribute substantially all of their net investment income each year, including
non-cash income. Accordingly, although the Fund will receive no payments on its
zero coupon or payment-in-kind securities prior to their maturity or
disposition, it will have income attributable to such securities, and it will be
required, in order to maintain the desired tax treatment, to include in its
dividends an amount equal to the income attributable to its zero coupon and
payment-in-kind securities. Such dividends will be paid from the cash assets of
the Fund, from borrowings or by liquidation of portfolio securities, if
necessary, at a time that the Fund otherwise might not have done so. To the
extent the proceeds from any such dispositions are used by the Fund to pay
distributions, the Fund will not be able to purchase additional income-producing
securities with such proceeds, and as a result the Fund's current income
ultimately may be reduced. See "Taxation."

PREMIUM SECURITIES. The fund may invest in income securities bearing coupon
rates higher than prevailing market rates. Such "premium" securities are
typically purchased at prices greater than the principal amounts payable on
maturity. The Fund will not amortize the premium paid for such securities in
calculating its net investment income. As a result, in such cases the purchase
of such securities provides the Fund a higher level of investment income
distributable to shareholders on a current basis than if the Fund purchased
securities bearing current market rates of interest. Although such securities
bear coupon rates higher than prevailing market rates, because they are
purchased at a price in excess of par value, the yield earned by the Fund on
such investments may not exceed prevailing market yields. If an issuer were to
redeem securities held by a Fund during a time of declining interest rates, the
Fund may not be able to reinvest the proceeds in securities providing the same
investment return as the securities redeemed. If securities purchased by a Fund
at a premium are called or sold prior to maturity, the Fund will recognize a
capital loss to the extent the call or sale price is less than the purchase
price. Additionally, the Fund will recognize a capital loss if it holds such
securities to maturity.

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unique investment characteristics in that they generally (i) have higher yields
than common stocks, but lower yields than comparable non-convertible income
securities, (ii) are less subject to fluctuation in value than the underlying
stock since they have fixed income characteristics, and (iii) provide the
potential for capital appreciation if the market price of the underlying common
stock increases. Most convertible securities currently are issued by domestic
companies, although a substantial Eurodollar convertible securities market has
developed, and the markets for convertible securities denominated in local
currencies are increasing.

The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value. Generally
the conversion value decreases as the convertible security approaches maturity.
To the extent the market price of the underlying common stock approaches or
exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value. A convertible security
generally will sell at a premium over its conversion value by the extent to
which investors place value on the right to acquire the underlying common stock
while holding a fixed income security.

EQUITY FEATURES. Income securities may involve equity features, such as
contingent interest or participations based on revenues, sales or profits (i.e.,
interest of other payments, often in addition to a fixed rate of return, that
are based on the borrower's attainment of specified levels of revenues, sales or
profits). At times, the Fund may also acquire warrants and other equity
securities in connection with the purchase of income securities. Warrants are
securities permitting, but not obligating, their holder to subscribe for other
securities or commodities. Warrants do not carry with them the right to
dividends or voting rights with respect to the securities that they entitle
their holder to purchase, and they do not represent any rights in the assets of
the issuer. As a result, warrants may be considered more speculative than
certain other types of investments.

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

COMMON STOCK. Common stocks are shares of a corporation or other entity that
entitle the holder to a pro rata share of the profits of the corporation, if
any, without preference over any other shareholder or class of shareholders,
after making required payments to holders of such entity's preferred stock and
other senior equity. Common stock usually carries with it the right to vote and
frequently an exclusive right to do so. In selecting common stocks for
investment, the Fund will focus both on the security's dividend paying capacity
and on its potential for appreciation.

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collateralized as to principal due at maturity by U.S. Treasury zero coupon
bonds with a maturity equal to the final maturity of such Brady Bonds.

Brady Bonds have been issued only recently, and accordingly do not have a long
payment history. Agreements implemented under the Brady Plan to date are
designed to achieve debt and debt-service reduction through specific options
negotiated by a debtor nation with its creditors. As a result, the financial
packages offered by each country differ. Brady Bonds issued to date include
bonds issued at 100% of face value of such debt, which carry a below-market
stated rate of interest (generally known as par bonds), bonds issued at a
discount from the face value of such debt (generally known as discount bonds),
bonds bearing an interest rate which increases over time and bonds issued in
exchange for the advancement of new money by existing lenders.

In light of the risk of Brady Bonds including, among other factors, the
history of defaults with respect to commercial bank loans by public and private
entities of countries issuing Brady Bonds, investments in Brady Bonds are to be
viewed as speculative. The Fund may purchase Brady Bonds with no or limited
collateralization, and will be relying for payment of interest and (except in
the case of principal collateralized Brady Bonds) principal primarily on the
willingness and ability of the foreign government to make payment in accordance
with terms of the Brady Bonds. Many of the Brady Bonds and other income
securities in which the Fund invests are likely to be acquired at a discount.
See "Taxation."

The Salomon Brothers Brady Bond Index provides a benchmark that can be used to
compare returns of Brady Bonds with returns in other bond markets.

OTHER SOVEREIGN-RELATED DEBT. In addition to Brady Bonds, the Fund may invest
in sovereign or sovereign-related income securities. Such obligations may
include, but are limited to, participations and assignments in sovereign bank
loans, restructured external debt that has not undergone a Brady-style debt
exchange, and internal government debt.

The sovereign related income securities in which the Fund may invest generally
consist of obligations issued or backed by national, state or provincial
governments or similar political subdivisions or central banks in foreign
countries. Sovereign related income securities also include debt obligations of
supranational entities, which include international organizations designated or
backed by governmental entities to promote economic reconstruction or
development, international banking institutions and related government agencies.
Examples include the International Bank for Reconstruction and Development (the
World Bank), the European Coal and Steel Community, the Asian Development Bank
and the InterAmerican Development Bank.

Sovereign related income securities also include income securities of
"quasi-governmental agencies" and income securities denominated in multinational
currency units of an issuer (including supranational issuers). An example of a
multinational currency unit is the European Currency Unit ("ECU"). An ECU
represents specified amounts of the currencies of certain member states of the
European Economic Community. The specific amounts of currencies comprising the
ECU may be adjusted by the Council of Ministers of the European Community to
reflect changes in relative values of the underlying currencies. European
supranational entities, in particular, issue ECU-denominated obligations. Income
securities of quasi-governmental agencies are issued by entities owned by either
a national, state or equivalent government or are obligations of a political
unit that is not backed by the national government's full faith and credit and
general taxing powers.

EMERGENCE OF EASTERN EUROPEAN ECONOMIES

In connection with efforts to create a single market, eleven of the fifteen
member countries of the European Union are scheduled to establish fixed
conversion rates between their existing sovereign currencies and a new common
currency, the euro, effective January 1, 1999. The introduction of the euro is
expected to reshape financial markets, banking systems and monetary policies in
Europe and other parts of the world. The participating countries will issue
sovereign debt exclusively in the euro and will redenominate outstanding
sovereign debt. Financial transactions and market information, including share
quotations and company

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accounts, in participating countries will be denominated in euros. Monetary
policy for participating countries will be uniformly managed by a new central
bank, the European Central Bank (ECB).

DEPOSITORY RECEIPTS. Some of the securities in the Fund may be in the form of
depository receipts. Depository receipts usually represent common stock or other
equity securities of non-domestic issuers deposited with a custodian in a
depository. The underlying securities are usually withdrawable at any time by
surrendering the depository receipt. Depository receipts are usually denominated
in U.S. dollars and dividends and other payments from the issuer are converted
by the custodian into U.S. dollars before payment to receipt holders. In other
respects depository receipts for foreign securities have the same
characteristics as the underlying securities. Depository receipts that are not
sponsored by the issuer may be less liquid and there may be less readily
available public information about the issuer.

STRUCTURED INVESTMENTS. The Fund may invest a portion of its assets in
interests in entities organized and operated solely for the purpose of
restructuring the investment characteristics of other income securities,
including income securities issued by foreign governments. This type of
restructuring involves the deposit with or purchase by an entity, such as a
corporation or trust, of specified instruments (such as commercial bank loans or
Brady Bonds) and the issuance by that entity of one or more classes of
securities ("Structured Investments") backed by, or representing interests in,
the underlying instruments. The cash flow on the underlying instruments may be
apportioned among the newly issued Structured Investments to create securities
with different investment characteristics such as varying maturities, payment
priorities and interest rate provisions, and the extent of the payments made
with respect to Structured Investments is dependent on the extent of the cash
flow on the underlying instruments. The Fund may invest in a class of Structured
Investments that is subordinated to the right of payment of another class.
Subordinated Structured Investments typically have higher yields and present
greater risks than unsubordinated Structured Investments.

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INDEXED INCOME SECURITIES. The Fund may invest in income securities issued by
banks and other business entities that are indexed to certain specific foreign
currency exchange rates, interest rates or other reference rates. The terms of
such securities provide that their principal amount is adjusted upwards or
downwards (but ordinarily not below zero) at maturity to reflect changes in the
exchange rate between two currencies (or other rates) while the obligations are
outstanding. While such securities offer the potential for an attractive rate of
return, they also entail the risk of loss of principal.

INVESTMENT IN OTHER INVESTMENT COMPANIES. The Fund may invest in other
investment companies whose investment objectives and policies are consistent
with those of the Fund. In accordance with the 1940 Act, the Fund may invest up
to 10% of its total assets in securities of other investment companies. In
addition, under the 1940 Act the Fund may not own more than 3% of the total
outstanding voting stock of any investment company and not more than 5% of the
value of the Fund's total assets may be invested in the securities of any
investment company. If the Fund acquires shares in investment companies,
stockholders would bear both their proportionate share of expenses in the Fund
(including investment advisory and administrative fees) and, indirectly, the
expenses of such investment companies (including investment advisory and
administrative fees).

SPECIAL RISK FACTORS

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foreign emerging market countries may differ unfavorably from the U.S. economy
in such respects as growth of gross domestic product, rate of inflation,
currency depreciation, capital reinvestment, resource self-sufficiency and
balance of payments position. Further, the economies of developing countries
generally are heavily dependent upon international trade and, accordingly, have
been and may continue to be adversely affected by trade barriers, exchange
controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they
trade. These economies also have been and may continue to be adversely affected
by changes in the economic conditions in the countries with which they trade.

With respect to many foreign countries, there is the possibility of
nationalization, expropriation or confiscatory taxation, political instability,
increased governmental regulation, social instability or diplomatic developments
(including armed conflict) which could adversely affect the economies of such
countries or the value of the Fund's investments in those countries.

Foreign investment in certain countries is restricted or controlled to varying
degrees. These restrictions or controls may at times limit or preclude foreign
investment in certain emerging income securities and increase the costs and
expenses of the Fund. Certain countries require governmental approval prior to
investments by foreign persons, limit the amount of investment by foreign
persons in a particular issuer, limit the investment by foreign persons only to
a specific class of securities of an issuer that may have less advantageous
rights than the classes available for purchase by domiciliaries of the countries
and/or impose additional taxes on foreign investors. Certain countries may also
restrict investment opportunities in industries deemed important to national
interests. In addition, certain countries may require governmental approval for
the repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. If a deterioration occurs in an emerging market
country's balance of payments, the country might impose temporary restrictions
on foreign capital remittances. Investing in local markets in certain countries
may require the Fund to adopt special procedures, seek local government
approvals or take other actions, each of which may involve additional costs to
the Fund.

Disclosure and regulatory standards in many respects are less stringent in
many countries than in the U.S. There also may be a lower level of monitoring
and regulation of securities markets and the activities of investors in such
markets, and enforcement of existing regulations has in many instances been
limited. Many of the foreign income securities held by the Fund will not be
registered with the SEC, nor will the issuers thereof be subject to SEC
reporting requirements. Accordingly, there may be less publicly available
information concerning foreign issuers than is available concerning domestic
companies. Foreign companies, and in particular, companies in emerging market
countries are not generally subject to uniform accounting, auditing and
financial reporting standards or to other regulatory requirements comparable to
those applicable to domestic companies.

Because the Fund may invest in non-U.S. dollars-denominated securities,
changes in foreign currency exchange rates will affect the Fund's net asset
value, the value of dividends and interest earned, gains and losses realized on
the sale of securities and net investment income to be distributed to
shareholders. If the value of a foreign currency rises against the U.S. dollar,
the value of Fund assets denominated in such currency will increase;
correspondingly, if the value of a foreign currency declines against the U.S.
dollar, the value of Fund assets denominated in such currency will decrease. The
exchange rates between the U.S. dollar and other currencies can be volatile. In
addition, there may be less timely and accurate information with respect to
general economic conditions and trends in countries in which issuers of foreign
income securities are located, particularly in emerging market countries.

The costs associated with investing in foreign income securities frequently
are higher than those attributable to domestic investing. Investment income on
certain foreign securities in which the Fund may invest may be subject to
foreign, income withholding or other government taxes.

Foreign markets also have different clearance and settlement procedures, and
in certain markets settlement may fail to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in settlement could result in temporary periods when assets of the Fund
are uninvested and no return is earned thereon. The inability of the Fund to
make intended security purchases due to settlement problems could cause the Fund
to miss attractive investment opportunities. Inability to dispose of a

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portfolio security due to settlement problems could result in losses to the Fund
due to subsequent declines in the value of such portfolio security.

SOVEREIGN DEBT. Certain countries have historically experienced, and may
continue to experience, high rates of inflation, high interest rates, exchange
rate fluctuations, large amounts of external debt, balance of payment and trade
difficulties and extreme poverty and unemployment. The issuer of sovereign debt
or the governmental authorities that control the repayment of sovereign debt may
be unable or unwilling to repay principal or interest when due in accordance
with the terms of such debt. Sovereign debt differs from debt obligations issued
by private entities in that, generally, remedies for defaults must be pursued in
the courts of the defaulting party. Legal recourse is therefore limited.

Certain emerging market countries are among the largest debtors to commercial
banks and foreign governments. At times certain emerging market countries have
declared moratoria on the payment of principal and interest on external debt.
Certain emerging market countries have experienced difficulty in servicing their
sovereign debt on a timely basis which has led to defaults on certain
obligations and the restructuring of certain indebtedness. Restructuring
arrangements have included, among other things, reducing and rescheduling
interest and principal payments by negotiating new or amended credit agreements
or converting outstanding principal and unpaid interest to Brady Bonds, and
obtaining new credit to finance interest payments. Holders of sovereign debt,
including the Fund, may be requested to participate in the rescheduling of such
debt and to extend further loans to sovereign debtors. The interests of holders
of sovereign debt could be adversely affected in the course of restructuring
arrangements. Furthermore, some of the participants in the secondary market for
sovereign debt may also be directly involved in negotiating the terms of these
arrangements and may therefore have access to information not available to other
market participants.

INVESTMENT PRACTICES

STRATEGIC TRANSACTIONS. The Fund may, but is not required to, utilize various
other investment strategies as described below to hedge various market risks
(such as interest rates, currency exchange rates and broad or specific market
movements) or to manage the effective maturity or duration of the Fund's income
securities or to enhance potential gain. Such strategies are generally accepted
by modern portfolio managers and are regularly utilized by many mutual funds and
other institutional investors. Techniques and instruments may change over time
as new instruments and strategies are developed or regulatory changes occur.

In the course of pursuing these investment strategies, the Fund may purchase
and sell derivative instruments such as exchange-listed and over-the-counter put
and call options on securities, equity and income indices and other financial
instruments, purchase and sell financial futures contracts and options thereon,
enter into various interest rate transactions such as swaps, caps, floors or
collars and enter into various currency transactions such as currency forward
contracts, currency futures contracts, currency swaps or options on currencies
or currency futures (collectively, all the above are called "Strategic
Transactions"). Strategic Transactions may be used to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for the Fund's portfolio resulting from securities markets or exchange rate
fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of the Fund's portfolio,
or to establish a position in the derivatives markets as a temporary substitute
for purchasing or selling particular securities.

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Use of put and call options may result in losses to the Fund, force the sale or
purchase of portfolio securities at inopportune times or for prices other than
current market values, limit the amount of appreciation the Fund can realize on
its investments or cause the Fund to hold a security it might otherwise sell.
The use of currency transactions can result in the Fund incurring losses as a
result of a number of factors including the imposition of exchange controls,
suspension of settlements or the inability to deliver or receive a specified
currency. The use of options and futures transactions entails certain other
risks. In particular, the variable degree of correlation between price movements
of futures contracts and price movements in the related portfolio position of
the Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets,
the Fund might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. Income earned or deemed to be earned, if
any, by the Fund from its Strategic Transactions will generally be taxable
income of the Fund. See "Tax Status" in the Prospectus.

With certain exceptions, OCC issued and exchange listed options generally
settle by physical delivery of the underlying security or currency, although in
the future cash settlement may become available. Index options and Eurodollar
instruments are cash settled for the net amount, if any, by which the option is
"in-the-money" (i.e., where the value of the underlying instrument exceeds, in
the case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.

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imposed with respect to particular classes or series of options or underlying
securities including reaching daily price limits; (iv) interruption of the
normal operations of the OCC or an exchange; (v) inadequacy of the facilities of
an exchange or OCC to handle current trading volume; or (vi) a decision by one
or more exchanges to discontinue the trading of options (or a particular class
or series of options), in which event the relevant market for that option on
that exchange would cease to exist, although outstanding options on that
exchange would generally continue to be exercisable in accordance with their
terms.

OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. The
Fund will only sell OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting the Fund to require the Counterparty
to sell the option back to the Fund at a formula price within seven days. The
Fund expects generally to enter into OTC options that have cash settlement
provisions, although it is not required to do so.

Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with the Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Adviser must assess the creditworthiness of each
such Counterparty or any guarantor or credit enhancement of the Counterparty's
credit to determine the likelihood that the terms of the OTC option will be
satisfied. The Fund will engage in OTC option transactions only with United
States government securities dealers recognized by the Federal Reserve Bank of
New York as "primary dealers", or broker dealers, domestic or foreign banks or
other financial institutions which have received (or the guarantors of the
obligation of which have received) a short-term credit rating of "A-1" from S&P
or "P-1" from Moody's or an equivalent rating from any other nationally
recognized statistical rating organization ("NRSRO"). 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" the amount of the Fund's obligation pursuant to an OTC option sold by
it (the cost of the sell-back plus the in-the-money amount, if any) are
illiquid, and are subject to the Fund's limitation on investing no more than 15%
of its assets in illiquid securities.

The Fund may purchase and sell call options on securities, including U.S.
Treasury and agency securities, municipal obligations, mortgage-backed
securities corporate debt securities, equity securities (including convertible
securities) and Eurodollar instruments that are traded on domestic and foreign
securities exchanges and in the over-the-counter markets and on securities
indices, currencies and futures contracts. All calls sold by the Fund must be
"covered" (i.e., the Fund must own the securities or futures contract subject to
the call) or must meet the asset segregation requirements described below as
long as the call is outstanding. Even though the Fund will receive the option
premium to help protect it against loss, a call sold by the Fund exposes the
Fund during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or instrument and
may require the Fund to hold a security or instrument which it might otherwise
have sold. In selling calls on securities not owned by the Fund, the Fund may be
required to acquire the underlying security at a disadvantageous price in order
to satisfy its obligations with respect to the call.

The Fund may purchase and sell put options on securities including U.S.
Treasury and agency securities, mortgage-backed securities, municipal
obligations corporate debt securities, equity securities (including

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convertible securities) and Eurodollar instruments (whether or not it holds the
above securities in its portfolio) and on securities indices, currencies and
futures contracts other than futures or individual corporate debt and individual
equity securities. The Fund will not sell put options if, as a result, more than
50% of the Fund's assets would be required to be segregated to cover its
potential obligations under such put options other than those with respect to
futures and options thereon. In selling put options, there is a risk that the
Fund may be required to buy the underlying security at a disadvantageous price
above the market price.

GENERAL CHARACTERISTICS OF FUTURES. The Fund may enter into financial futures
contracts or purchase or sell put and call options on such futures as a hedge
against anticipated interest rate, currency, equity or income market changes,
for duration management and for risk management purposes. Futures are generally
bought and sold on the commodities exchanges where they are listed with payment
of initial and variation margin as described below. The purchase of a futures
contract creates a firm obligation by the Fund, as purchaser, to take delivery
from the seller the specific type of financial instrument called for in the
contract at a specific future time for a specified price (or, with respect to
index futures and Eurodollar instruments, the net cash amount). The sale of a
futures contract creates a firm obligation by the Fund, as seller, to deliver to
the buyer the specific type of financial instrument called for in the contract
at a specific future time for a specified price (or, with respect to index
futures and Eurodollar instruments, the net cash amount). Options on futures
contracts are similar to options on securities except that an option on a
futures contract gives the purchaser the right in return for the premium paid,
to assume a position in a futures contract and obligates the seller to deliver
such option.

The Fund's use of financial futures and options thereon will in all cases be
consistent with applicable regulatory requirements and in particular the rules
and regulations of the Commodity Futures Trading Commission. Typically,
maintaining a futures contract or selling an option thereon requires the Fund to
deposit with a financial intermediary as security for its obligations an amount
of cash or other specified assets (initial margin) which initially is typically
1% to 10% of the face amount of the contract (but may be higher in some
circumstances). Additional cash or assets (variation margin) may be required to
be deposited thereafter on a daily basis as the mark to market value of the
contract fluctuates. The purchase of options on financial futures involves
payment of a premium for the option without any further obligation on the part
of the Fund. If the Fund exercises an option on a futures contract it will be
obligated to post initial margin (and potential subsequent variation margin) for
the resulting futures position just as it would for any position. Futures
contracts and options thereon are generally settled by entering into an
offsetting transaction but there can be no assurance that the position can be
offset prior to settlement at an advantageous price nor that delivery will
occur.

The Fund will not enter into a futures contract or related option (except for
closing transactions) for other than for bona fide hedging purposes if,
immediately thereafter, the sum of the amount of its initial margin and premiums
on open futures contracts and options thereon would exceed 5% of the Fund's
total assets (taken at current value); however, in the case of an option that is
in-the-money at the time of the purchase, the in-the-money amount may be
excluded in calculating the 5% limitation. Certain state securities laws to
which the Fund may be subject may further restrict the Fund's ability to engage
in transactions in futures contracts and related options. The segregation
requirements with respect to futures contracts and options thereon are described
below.

OPTIONS ON SECURITIES INDICES AND OTHER FINANCIAL INDICES. The Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry

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or other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.

CURRENCY TRANSACTIONS. The Fund may engage in currency transactions with
Counterparties in order to hedge the value of portfolio holding denominated in
particular currencies against fluctuations in relative value. Currency
transactions include forward currency contracts, exchange listed currency
futures, exchange listed and OTC options on currencies, and currency swaps. A
forward currency contract involves a privately negotiated obligation to purchase
or sell (with delivery generally required) a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. A currency swap is
an agreement to exchange cash flows based on the notional difference among two
or more currencies and operates similarly to an interest rate swap, which is
described below. The Fund may enter into currency transactions with
Counterparties which have received (or the guarantors of the obligations of such
Counterparties have received) a credit rating of A-1 or P-1 by S&P or Moody's,
respectively, or that have an equivalent rating from an NRSRO or (except for OTC
currency options) are determined to be of equivalent credit quality by the
Adviser.

The Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction with
respect to specific assets or liabilities of the Fund, which will generally
arise in connection with the purchase or sale of its portfolio securities or the
receipt of income therefrom. Position hedging is entering into a currency
transaction with respect to portfolio security positions denominated or
generally quoted in that currency.

To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Fund may also engage in proxy
hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, and to buy U.S. dollars. For example, if the Adviser
considers the Austrian schilling is linked to the German deutschemark (the
"D-mark"), the Fund holds securities denominated in schillings and the Adviser
believes that that the value of schillings will decline against the U.S. dollar,
the Adviser may enter into a contract to sell D-marks and buy dollars. Currency
hedging involves some of the same risks and considerations as other transactions
with similar instruments. Currency transactions can result in losses to the Fund
if the currency being hedged fluctuates in value to a degree or in a direction
that is not anticipated. Further, there is the risk that the perceived linkage
between various currencies may not be present or may not be present during the
particular time that the Fund is engaging in proxy hedging. If the Fund enters
into a currency hedging transaction, the Fund will comply with the asset
segregation requirements described below.

RISKS OF CURRENCY TRANSACTIONS. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to the Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading

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options on currency futures is relatively new, and the ability to establish and
close out positions on such options is subject to the maintenance of a liquid
market which may not always be available. Currency exchange rates may fluctuate
based on factors extrinsic to that country's economy.

COMBINED TRANSACTIONS. The Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions, multiple
currency transactions (including forward currency contracts), multiple interest
rate transactions and any combination of futures, options, currency and interest
rate transactions ("component" transactions), instead of a single Strategic
Transaction, as part of a single or combined strategy when, in the opinion of
the Adviser, it is in the best interest of the Fund to do so. A combined
transaction will usually contain elements of risk that are present in each of
its component transactions. Although combined transactions are normally entered
into based on the Adviser's judgment that the combined strategies will reduce
risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks or
hinder achievement of the portfolio management objective.

SWAPS, CAPS, FLOORS AND COLLARS. Among the Strategic Transactions into which
the Fund may enter are interest rate, currency and index swaps and the purchase
or sale of related caps, floors and collars. The Fund expects to enter into
these transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities the Fund anticipates purchasing at a later
date. The Fund intends to use these transactions as hedges and not as
speculative investments and will not sell interest rate caps or floors where it
does not own securities or other instruments providing the income stream the
Fund may be obligated to pay. Interest rate swaps involve the exchange by the
Fund with another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments for fixed rate payments
with respect to a notional amount of principal. A currency swap is an agreement
to exchange cash flows on a notional amount of two or more currencies based on
the relative value differential among them. An index swap is an agreement to
swap cash flows on a notional amount based on changes in the values of the
reference indices. The purchase of a cap entitles the purchaser to receive
payments on a notional principal amount from the party selling such cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of a floor entitles the purchaser to receive payments on a notional
principal amount from the party selling such floor to the extent that a
specified index falls below a predetermined interest rate or amount. A collar is
a combination of a cap and a floor that preserves a certain return within a
predetermined range of interest rates or values.

The Fund will usually enter into swaps on a net basis, i.e., the two payment
streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as these swaps, caps,
floors and collars are entered into for good faith hedging purposes, the Adviser
and the Fund believe such obligations do not constitute senior securities under
the 1940 Act and, accordingly, will not treat them as being subject to its
borrowing restrictions. The Fund will not enter into any swap, cap, floor or
collar transaction unless, at the time of entering into such transaction, the
unsecured long-term debt of the Counterparty, combined with any credit
enhancements, is rated at least "A" by S&P or Moody's or has an equivalent
equity rating from an NRSRO or is determined to be of equivalent credit quality
by the Adviser. If there is a default by the Counterparty, the Fund may have
contractual remedies pursuant to the agreements related to the transaction. The
swap market has grown substantially in recent years with a large number of banks
and investment banking firms acting both as principals and agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.

EURODOLLAR INSTRUMENTS. The Fund may make investments in Eurodollar
instruments. Eurodollar instruments are U.S. dollar-denominated futures
contracts or options thereon which are linked to the London Interbank Offered
Rate ("LIBOR"), although foreign currency-denominated instruments are available
from time to time. Eurodollar futures contracts enable purchasers to obtain a
fixed rate for the lending of funds and sellers to obtain a fixed rate for
borrowings. The Fund might use Eurodollar futures contracts and options thereon
to hedge against changes in LIBOR, to which many interest rate swaps and income
instruments are linked.

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RISKS OF STRATEGIC TRANSACTIONS OUTSIDE THE UNITED STATES. When conducted
outside the United States, Strategic Transactions may not be regulated as
rigorously as in the United States, may not involve a clearing mechanism and
related guarantee, and are subject to the risk of governmental actions affecting
trading in, or the prices of, foreign securities, currencies and other
instruments. The value of such positions also could be adversely affected by:
(i) other complex foreign political, legal and economic factors, (ii) lesser
availability than in the United States of data on which to make trading
decisions, (iii) delays in the Fund's ability to act upon economic events
occurring in foreign markets during non-business hours in the United States,
(iv) the imposition of different exercise and settlement terms and procedures
and margin requirements than in the United States, and (v) lower trading volume
and liquidity.

USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS. Many Strategic Transactions, in
addition to other requirements, require that the Fund segregate cash or liquid
securities with its custodian to the extent Fund obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by the Fund to
pay or deliver securities or assets must be covered at all times by the
securities, instruments or currency required to be delivered, or, subject to any
regulatory restrictions, an amount of cash or liquid securities at least equal
to the current amount of the obligation must be segregated with the custodian.
The segregated assets cannot be sold or transferred unless equivalent assets are
substituted in their place or it is no longer necessary to segregate them. For
example, a call option written by the Fund will require the Fund to hold the
securities subject to the call (or securities convertible into the needed
securities without additional consideration) or to segregate cash or liquid
securities sufficient to purchase and deliver the securities if the call is
exercised. A call option sold by the Fund on an index will require the Fund to
own portfolio securities which correlate with the index or to segregate cash or
liquid securities equal to the excess of the index value over the exercise price
on a current basis. A put option written by the Fund requires the Fund to
segregate cash or liquid securities equal to the exercise price.

OTC options entered into by the Fund, including those on securities,
currencies, financial instruments or indices and OCC issued and exchange listed
index options, will generally provide for cash settlement. As a result, when the
Fund sells these instruments it will only segregate an amount of assets equal to
its accrued net obligations, as there is no requirement for payment or delivery
of amounts in excess of the net amount. These amounts will equal 100% of the
exercise price in the case of a non cash-settled put, the same as an OCC
guaranteed listed option sold by the Fund, or the in-the-money amount plus any
sell-back formula amount in the case of a cash-settled put or call. In addition,
when the Fund sells a call option on an index at a time when the in-the-money
amount exceeds the exercise price, the Fund will segregate, until the option
expires or is closed out, cash or liquid securities equal in value to such
excess. OCC issued and exchange listed options sold by the Fund other than those
above generally settle with physical delivery or with an election of either
physical delivery or cash settlement, and the Fund will segregate an amount of
assets equal to the full value of the option. OTC options settling with physical
delivery, or with an election of either physical delivery or cash settlement,
will be treated the same as other options settling with physical delivery.

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segregated assets, equals its net outstanding obligation in related options and
Strategic Transactions. For example, the Fund could purchase a put option if the
strike price of that option is the same or higher than the strike price of a put
option sold by the Fund. Moreover, instead of segregating assets if the Fund
held a futures or forward contract, it could purchase a put option on the same
futures or forward contract with a strike price as high or higher than the price
of the contract held. Other Strategic Transactions may also be offset in
combinations. If the offsetting transaction terminates at the time of or after
the primary transaction no segregation is required, but if it terminates prior
to such time, assets equal to any remaining obligation would need to be
segregated.

The Fund's activities involving Strategic Transactions may be limited by the
requirements of the Code for qualification as a regulated investment company.
See "Tax Status of the Fund."

REPURCHASE AGREEMENTS. The Fund may use up to 20% of its assets to enter into
repurchase agreements with selected banks and broker-dealers, under which the
Fund acquires securities and agrees to resell the securities at an agreed upon
time and at an agreed upon price. The Fund accrues as interest the difference
between the amount it pays for the securities and the amount it receives upon
resale. At the time the Fund enters into a repurchase agreement, the value of
the underlying security including accrued interest will be equal to or exceed
the value of the repurchase agreement and, for repurchase agreements that mature
in more than one day, the seller will agree that the value of the underlying
security including accrued interest will continue to be at least equal to the
value of the repurchase agreement. The Adviser will monitor the value of the
underlying security in this regard. The Fund will enter into repurchase
agreements only with commercial banks whose deposits are insured by the Federal
Deposit Insurance Corporation and whose assets exceed $500 million or
broker-dealers who are registered with the SEC. In determining whether to enter
into a repurchase agreement with a bank or broker-dealer, the Fund will take
into account the credit-worthiness of such party and will monitor its
credit-worthiness on an ongoing basis. In the event of default by such party,
the delays and expenses potentially involved in establishing the Fund's rights
to, and in liquidating, the security may result in loss to the Fund. The Fund's
ability to invest in repurchase agreements that mature in more than seven days
is subject to an investment policy that limits the Fund's investments in
"illiquid" securities, including such repurchase agreements, to 15% of the
Fund's net assets.

"WHEN ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The Fund may also purchase
and sell portfolio securities on a "when issued" and "delayed delivery" basis.
No income accrues to or is earned by the Fund on portfolio securities in
connection with such purchase transactions prior to the date the Fund actually
takes delivery of such securities. These transactions are subject to market
fluctuation; the value of such securities at delivery may be more or less than
their purchase price, and yields generally available on such securities when
delivery occurs may be higher or lower than yields on the such securities
obtained pursuant to such transactions. Because the Fund relies on the buyer or
seller, as the case may be, to consummate the transaction, failure by the other
party to complete the transaction may result in the Fund missing the opportunity
of obtaining a price or yield considered to be advantageous. When the Fund is
the buyer in such a transaction, however, it will maintain, in a segregated
account with its custodian, cash or liquid securities having an aggregate value
equal to the amount of such purchase commitments until payment is made. The Fund
will make commitments to purchase securities on such basis only with the
intention of actually acquiring these securities, but the Fund may sell such
securities prior to the settlement date if such sale is considered to be
advisable. To the extent the Fund engages in "when issued" and "delayed
delivery" transactions, it will do so for the purpose of acquiring securities
for the Fund's portfolio consistent with the Fund's investment objectives and
policies and not for the purposes of investment leverage. No specific limitation
exists as to the percentage of the Fund's assets which may be used to acquire
securities on a "when issued" or "delayed delivery" basis.

SHORT SALES. The Fund may make short sales of securities. A short sale is a
transaction in which the Fund sells a security it does not own in anticipation
that the market price of that security will decline. The Fund expects to make
short sales both to obtain capital gains from anticipated declines in securities
and as a form of hedging to offset potential declines in long positions in the
same or similar securities. The short sale of a security is considered a
speculative investment technique.

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When the Fund makes a short sale, it must borrow the security sold short and
deliver it to the broker-dealer through which it made the short sale in order to
satisfy its obligation to deliver the security upon conclusion of the sale. The
Fund may have to pay a fee to borrow particular securities and is often
obligated to pay over any payments received on such borrowed securities.

The Fund's obligation to replace the borrowed security will be secured by
collateral deposited with the broker-dealer of cash or liquid securities. The
Fund will also be required to deposit similar collateral with its Custodian to
the extent, if any, necessary so that the value of both collateral deposits in
the aggregate is at all times equal to the greater of the price at which the
security is sold short or 100% of the current market value of the security sold
short. Depending on arrangements made with the broker-dealer from which it
borrowed the security regarding payment over of any payments received by the
Fund on such security, the Fund may not receive any payments (including
interest) on its collateral deposited with such broker-dealer. If the price of
the security sold short increases between the time of the short sale and the
time the Fund replaces the borrowed security, the Fund will incur a loss;
conversely, if the price declines, the Fund will realize a capital gain. Any
gain will be decreased, and any loss increased, by the transaction costs
described above. Although the Fund's gain is limited to the price at which it
sold the security short, its potential loss is theoretically unlimited.

The market value of the securities sold short of any one issuer will not
exceed either 5% of the Fund's total assets or 5% of such issuer's voting
securities. The Fund will not make a short sale, if, after giving effect to such
sale, the market value of all securities sold short exceeds 25% of the value of
its assets or the Fund's aggregate short sales of a particular class of
securities exceeds 25% of the outstanding securities of that class. The Fund may
also make short sales "against the box" without respect to such limitations. In
this type of short sale, at the time of the sale, the Fund owns or has the
immediate and unconditional right to acquire at no additional cost the identical
security.

LOANS OF PORTFOLIO SECURITIES. Consistent with applicable regulatory
requirements, the Fund may lend its portfolio securities to selected commercial
banks or broker-dealers up to a maximum of 50% of the assets of the Fund. Such
loans must be callable at any time and be continuously secured by collateral
deposited by the borrower in a segregated account with the Fund's custodian
consisting of cash or of securities issued or guaranteed by the U.S. government
or its agencies, which collateral is equal at all times to at least 100% of the
value of the securities loaned, including accrued interest. The Fund will
receive amounts equal to earned income for having made the loan. Any cash
collateral pursuant to these loans will be invested in short-term instruments.
The Fund is the beneficial owner of the loaned securities in that any gain or
loss in the market price during the loan inures to the Fund and its
shareholders. Thus, when the loan is terminated, the value of the securities may
be more or less than their value at the beginning of the loan. In determining
whether to lend its portfolio securities to a bank or broker-dealer, the Fund
will take into account the credit-worthiness of such borrower and will monitor
such credit-worthiness on an ongoing basis in as much as default by the other
party may cause delays or other collection difficulties. The Fund may pay
finders' fees in connection with loans of its portfolio securities.

BORROWINGS AND OTHER TECHNIQUES. The Fund may enter into reverse repurchase
agreements with respect to securities which could otherwise be sold by the Fund.
Reverse repurchase agreements involve sales by the Fund of portfolio assets
concurrently with an agreement by the Fund to repurchase the same assets at a
later date at a fixed price which is greater than the sales price. During the
reverse repurchase agreement period, the Fund continues to receive principal and
interest payments on these securities. Reverse repurchase agreements involve the
risk that the market value of the securities retained by the Fund may decline
below the price of the securities the Fund has sold but is obligated to
repurchase under the agreement. In the event the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, the
Fund's use of the proceeds of the agreement may be restricted pending a
determination by the other party, or its trustee or receiver, whether to enforce
the Fund's obligation to repurchase the securities. Reverse repurchase
agreements will be treated as borrowings for the purposes of the Fund's
investment restriction on borrowings.

In order to seek high current income, the Fund may enter into dollar rolls in
which the Fund sells securities for delivery in the current month and
simultaneously contracts to repurchase, typically in 30 or 60 days,
substantially similar (same type and coupon) securities on a specified future
date from the same party at an

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agreed upon price which is less than the sales price. During the roll period,
the Fund forgoes principal and interest paid on the securities. The Fund is
compensated by the difference between the current sales price and the forward
price for the future purchase (often referred to as the "drop") as well as by
the interest earned on the cash proceeds of the initial sale. The cash proceeds
from the sale will be maintained by the Fund in a segregated account with its
custodian in which cash or liquid securities will be equal in value to its
obligations. Because such assets are maintained in a segregated account, the
Fund will not treat such obligations as senior securities for purposes of the
1940 Act. A "covered roll" is a specific type of dollar roll for which there is
an offsetting cash position or cash equivalent security position which matures
on or before the forward settlement date of the dollar roll transaction.
"Covered rolls" are not subject to these segregation requirements. Dollar rolls
will be treated as borrowings for purposes of the Fund's investment restriction
on borrowings.

Borrowing by the Fund creates an opportunity for increased net income but, at
the same time, creates special risk considerations such as changes in the net
asset value of the Shares and in the yield on the Fund's portfolio. Although the
principal of such borrowings will be fixed, the Fund's assets may change in
value during the time the borrowing is outstanding. Borrowing will create
interest expenses for the Fund which can exceed the income from the assets
retained. To the extent the income derived from securities purchased with
borrowed funds exceeds the interest the Fund will have to pay, the Fund's net
income will be greater than if borrowing were not used. Conversely, if the
income from the assets retained with borrowed funds is not sufficient to cover
the cost of borrowing, the net income of the Fund will be less than if borrowing
were not used, and therefore the amount available for distribution to
shareholders as dividends will be reduced.

DEFENSIVE STRATEGIES. At times conditions in the markets may, in the Adviser's
judgment, make pursuing the Fund's basic investment strategy inconsistent with
the best interests of its shareholders. At such times, the Adviser may use
alternative strategies primarily designed to reduce fluctuations in the value of
the Fund's assets. In implementing these "defensive" strategies, the Fund may
invest a portion or all of the Fund's assets in high-quality, short-term
obligations. Such obligations may include: obligations of the U.S. Government,
its agencies or instrumentalities; other debt securities rated within the four
highest grades by either S&P or Moody's (or comparably rated by any other
NRSROs); commercial paper rated in the highest grade by either rating service
(or comparably rated by any other nationally recognized statistical rating
organization); certificates of deposit and bankers' acceptances; repurchase
agreements with respect to any of the foregoing investments; or any other income
securities that the Adviser considers consistent with such strategy. The yield
on these securities generally is lower than the yield on the types of income
securities in which the Fund will invest in normal market conditions.

CREDIT QUALITY. The Fund's policies with respect to credit quality of
portfolio investments will apply only at the time of purchase of a security, and
the Fund will not be required to dispose of a security in the event that S&P or
Moody's (or any other nationally recognized statistical rating organization) or,
in the case of unrated income securities, the Adviser, downgrades its assessment
of the credit characteristics of a particular issuer. In determining whether the
Fund will retain or sell such a security, the Adviser may consider such factors
as the Adviser's assessment of the credit quality of the issuer of such
security, the price at which such security could be sold and the rating, if any,
assigned to such security by other NRSROs.

LIQUIDITY. The Fund may invest up to 15% of its total assets in illiquid
securities, which generally includes securities the disposition of which is
subject to substantial legal or contractual restrictions on resale and
securities that are not readily marketable. The sale of such securities often
requires more time and results in higher brokerage charges or dealer discounts
and other selling expenses than does the sale of securities eligible for trading
on national securities exchanges or in the over-the-counter markets. Restricted
securities may sell at a price lower than similar securities that are not
subject to restrictions on resale. The Fund may invest in income securities not
registered under the Securities Act of 1933 (the "Securities Act"), but eligible
for resale pursuant to Rule 144A under the Securities Act. Rule 144A establishes
a "safe harbor" from the registration requirements of the Securities Act for
resales of certain securities to qualified institutional buyers. Institutional
markets for restricted securities have developed as a result of Rule 144A,
providing both readily ascertainable values for restricted securities and the
ability to liquidate an investment. Such markets include automated systems for
the trading, clearance and settlement of unregistered securities of domestic and
foreign issuers, such as the PORTAL System sponsored by the National Association
of Securities Dealers, Inc. ("NASD"). An insufficient number of qualified buyers
interested in purchasing Rule 144A-eligible restricted securities

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held by the Fund, however, could affect adversely the marketability of such
portfolio securities and the Fund might be unable to dispose of such securities
promptly or at favorable prices. The Fund's limitations with respect to
investment in illiquid securities does not include restricted securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as
amended, which the Board of Trustees or the Fund's investment adviser has
determined under Board-approved guidelines to be liquid. The Fund's policy with
respect to investment in illiquid and restricted securities is not a fundamental
policy and may be changed by the Board of Trustees, in consultation with the
Adviser, without obtaining shareholder approval. Also excluded from this
limitation set forth above are the Fund's purchases of securities issued by
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 provision of the 1940 Act.

DESCRIPTION OF SECURITIES 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:

1. DEBT

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.

B-27
<PAGE> 258

SPECULATIVE GRADE

BB, B, CCC, CC, C: Debt rated "BB", "B", "CCC", "CC" and "C" is regarded as
having significantly 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 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, 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, 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 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.

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.

2. COMMERCIAL PAPER

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

B-28
<PAGE> 259

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

A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high
as for issues designated "A-1".

A-3 Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher
designations.

B Issues rated "B" are regarded as having significant speculative
characteristics.

C This rating is assigned to short-term debt obligations with a
doubtful capacity for payment.

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.

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

3. VARIABLE RATE DEMAND BONDS

S&P assigns "dual" ratings to all debt issues that have a put or demand
feature as part of their structure.

The first rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols for the put option (for
example, "AAA/A-"). With short-term demand debt, S&P's note rating symbols are
used with the commercial paper rating symbols (for example, "SP-1+/A-1+").

4. NOTES

An S&P note rating reflects the liquidity factors and market access risks
unique to notes. Notes maturing in 3 years or less will likely receive a note
rating. Notes maturing beyond 3 years will most likely receive a long-term debt
rating. The following criteria will be used in making that assignment:

-- Amortization schedule (the longer the final maturity relative to other
maturities, the more likely the issue is to be treated as a note).

-- Source of payment (the more the issue depends on the market for its
refinancing, the more likely it is to be treated as a note).

Note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues determined
to possess very strong safety characteristics will be given a
plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest with some
vulnerability to adverse financial and economic changes over the
term of the notes.

SP-3 Speculative capacity to pay principal and interest.

B-29
<PAGE> 260

5. PREFERRED STOCK

The preferred stock ratings are based on the following considerations:

2. Nature of, and provisions of, the issuer.

3. Relative position of the issue in the event of bankruptcy, reorganization,
or other arrangements under the laws of bankruptcy and other laws affecting
creditors' rights.

<TABLE>
<S> <C>
AAA This is the highest rating that may be assigned by S&P to a
preferred stock issue and indicates an extremely strong
capacity to pay the preferred stock obligations.
AA A preferred stock issue rated "AA" also qualifies as a
high-quality, fixed income security. The capacity to pay
preferred stock obligations is very strong, although not as
overwhelming as for issues rated "AAA".
A An issue rated "A" is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB An issue rated "BBB" is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a
preferred stock in this category than for issues in the "A"
category.
BB Preferred stock rated "BB", "B", and "CCC" are regarded, on
B balance, as predominantly speculative with respect to the
CCC issuer's capacity to pay preferred stock obligations. "BB"
indicates the lowest degree of speculation and "CCC" the
highest. While such issues will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
CC The rating "CC" is reserved for a preferred stock issue in
arrears on dividends or sinking fund payments, but that is
currently paying.
C A preferred stock rated "C" is a nonpaying issue.
D A preferred stock rated "D" is a nonpaying issue with the
issuer in default on debt instruments.
NR: This indicates that no rating has been requested, that there
is insufficient information on which to base a rating, or
that S&P does not rate a particular type of obligation as a
matter of policy.
PLUS (+) or MINUS (-): To provide more detailed indications
of preferred stock quality, 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.
</TABLE>

A preferred stock 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 to
S&P 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.

B-30
<PAGE> 261

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:

1. LONG-TERM DEBT

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.

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.

B-31
<PAGE> 262

2. SHORT-TERM DEBT

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

--Leading market positions in well-established industries.

--High rates of return on funds employed.

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

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

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

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

3. PREFERRED STOCK

Preferred stock rating symbols and their definitions are as follows:

AA: An issue which is rated "AA" is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance the
earnings and asset protection will remain relatively well maintained in the
foreseeable future.

A: An issue which is rated "A" is considered to be an
upper-medium-grade preferred stock. While risks are judged to be somewhat
greater than in the "AAA" and "AA" classifications, earnings and asset
protections are, nevertheless, expected to be maintained at adequate
levels.

BA: An issue which is rated "BA" is considered to have speculative
elements and its future cannot be considered well assured. Earnings and
asset protection may be very moderate and not well safeguarded during
adverse periods. Uncertainty of position characterizes preferred stocks in
this class.

B-32
<PAGE> 263

B: An issue which is rated "B" generally lacks the characteristics of
a desirable investment. Assurance of dividend payments and maintenance of
other terms of the issue over any long period of time may be small.

CAA: An issue which is rated "CAA" is likely to be in arrears on
dividend payments. This rating designation does not purport to indicate the
future status of payments.

CA: An issue which is rated "CA" is speculative in a high degree and
is likely to be in arrears on dividends with little likelihood of eventual
payment.

C: This is the lowest rated class of preferred or preference stock.
Issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from "AA" through "B" in its preferred stock rating system.
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.

TRUSTEES AND OFFICERS

TRUSTEES

B-33
<PAGE> 264

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
--------------------- --------------------------
<S> <C>
Linda Hutton Heagy........................ Managing Partner of Heidrick & Stuggles, an executive
Sears Tower search firm. Prior to 1997, Partner, Ray & Berndtson,
233 South Wacker Drive Inc., an executive recruiting and management consulting
Suite 7000 firm. Formerly, Executive Vice President of ABN AMRO,
Chicago, IL 60606 N.A., a Dutch bank holding company. Prior to 1992,
Date of Birth: 06/03/48 Executive Vice President of La Salle National Bank.
Trustee on the University of Chicago Hospitals Board, The
International House Board and the Women's Board of the
University of Chicago. Trustee/Director of each of the
funds in the Fund Complex.
R. Craig Kennedy.......................... President and Director, German Marshall Fund of the
11 DuPont Circle, N.W. United States. Formerly, advisor to the Dennis Trading
Washington, D.C. 20036 Group Inc. Prior to 1992, President and Chief Executive
Date of Birth: 02/29/52 Officer, Director and Member of the Investment Committee
of the Joyce Foundation, a private foundation.
Trustee/Director of each of the funds in the Fund
Complex.
Jack E. Nelson............................ President, Nelson Investment Planning Services, Inc., a
423 Country Club Drive financial planning company and registered investment
Winter Park, FL 32789 adviser. President, Nelson Ivest Brokerage Services Inc.,
Date of Birth: 02/13/36 a member of the National Association of Securities
Dealers, Inc. ("NASD") and Securities Investors
Protection Corp. ("SIPC"). Trustee/Director of each of
the funds in the Fund Complex.
Don G. Powell*............................ Chairman and a Director of Van Kampen, the Advisers and
2800 Post Oak Blvd. the Distributor. Chairman and a Director of Investor
Houston, TX 77056 Services. Chairman of River View International Inc.
Date of Birth: 10/19/39 Director or officer of certain other subsidiaries of Van
Kampen. Chairman of the Board of Governors and the
Executive Committee of the Investment Company Institute.
Prior to July of 1998, Director and Chairman of VK/AC
Holding, Inc. Prior to November 1996, President, Chief
Executive Officer and a Director of VK/AC Holding, Inc.
Trustee/Director of each of the funds in the Fund Complex
and Trustee of other funds advised by the Advisers or Van
Kampen Management Inc.
Phillip B. Rooney......................... Vice Chairman and Director of The ServiceMaster Company,
One ServiceMaster Way a business and consumer services company. Director of
Downers Grove, IL 60515 Illinois Tool Works, Inc., a manufacturing company; the
Date of Birth: 07/08/44 Urban Shopping Centers Inc., a retail mall management
company; and Stone Container Corp., a paper manufacturing
company. Trustee, University of Notre Dame. Formerly,
President and Chief Executive Officer, Waste Management,
Inc., an environmental services company, and prior to
that President and Chief Operating Officer, Waste
Management, Inc. Trustee/Director of each of the funds in
the Fund Complex.

B-34
<PAGE> 265

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
--------------------- --------------------------
<S> <C>
Paul G. Yovovich.......................... Private investor. Prior to April 1996, President of
Sears Tower Advance Ross Corporation. Director of 3Com Corporation,
233 South Wacker Drive APAC Teleservices, Inc., COMARCO, Inc., Applied Language
Suite 9700 Technologies, Focal Communications, and Lante
Chicago, IL 60606 Corporation. Limited Partner of Evercore Partners, LLP.
Date of Birth: 10/29/53 Trustee/Director of each of the Funds in the Fund
Complex.

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

B-35
<PAGE> 266

OFFICERS

<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES WITH FUND DURING PAST 5 YEARS
------------------------ ---------------------
<S> <C>
Dennis J. McDonnell.................. Executive Vice President and a Director of Van Kampen.
Date of Birth: 05/20/42 President, Chief Operating Officer and a Director of the
President Advisers, Van Kampen Advisors Inc., and Van Kampen
Management Inc. Prior to July of 1998, Director and
Executive Vice President of VK/AC Holding, Inc. Prior to
April of 1998, President and a Director of Van Kampen
Merritt Equity Advisors Corp. Prior to April of 1997, Mr.
McDonnell was a Director of Van Kampen Merritt Equity
Holdings Corp. Prior to September of 1996, Mr. McDonnell was
Chief Executive Officer and Director of MCM Group, Inc.,
McCarthy, Crisanti & Maffei, Inc. and Chairman and Director
of MCM Asia Pacific Company, Limited and MCM (Europe)
Limited. Prior to July of 1996, Mr. McDonnell was President,
Chief Operating Officer and Trustee/Managing General Partner
of VSM Inc. and VCJ Inc. President of each of the funds in
the Fund Complex. President, Chairman of the Board and
Trustee/Managing General Partner of other investment
companies advised by the Advisers or their affiliates.

B-36
<PAGE> 267

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

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

B-37
<PAGE> 268

Scott E. Martin...................... Senior Vice President, Deputy General Counsel and Assistant
Date of Birth: 08/20/56 Secretary of Van Kampen. Senior Vice President, Deputy
Assistant Secretary General Counsel and Secretary of the Advisers, the
Distributor, Investor Services, American Capital Contractual
Services, Inc., Van Kampen Management Inc., Van Kampen
Exchange Corp., Van Kampen Advisors Inc., Van Kampen
Insurance Agency of Illinois Inc., Van Kampen System Inc.
and Van Kampen Recordkeeping Services Inc. Prior to July of
1998, Senior Vice President, Deputy General Counsel and
Assistant Secretary of VK/AC Holding, Inc. Prior to April of
1998, Van Kampen Merritt Equity Advisors Corp. Prior to
April of 1997, Senior Vice President, Deputy General Counsel
and Secretary of Van Kampen American Capital Services, Inc.
and Van Kampen Merritt Holdings Corp. Prior to September of
1996, Mr. Martin was Deputy General Counsel and Secretary of
McCarthy, Crisanti & Maffei, Inc., and prior to July of
1996, he was Senior Vice President, Deputy General Counsel
and Secretary of VSM Inc. and VCJ Inc. Assistant Secretary
of each of the funds in the Fund Complex and other
investment companies advised by the Advisers or their
affiliates.

B-38
<PAGE> 269

her compensation into the funds. Each fund in the Fund Complex (except the money
market series of the MS Funds) provides a retirement plan to its Non-Affiliated
Trustees that provides Non-Affiliated Trustees with compensation after
retirement, provided that certain eligibility requirements are met as more fully
described below.

B-39
<PAGE> 270

the same economic effect as if such Non-Affiliated Trustee had invested in one
or more funds in the Fund Complex. To the extent permitted by the 1940 Act, the
Fund may invest in securities of those funds selected by the Non-Affiliated
Trustees in order to match the deferred compensation obligation. The deferred
compensation plan is not funded and obligations thereunder represent general
unsecured claims against the general assets of the Fund.

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

COMPENSATION TABLE

<TABLE>
<CAPTION>
FUND COMPLEX
----------------------------------------------------------
AGGREGATE AGGREGATE TOTAL
PENSION OR ESTIMATED MAXIMUM COMPENSATION
AGGREGATE COMPENSATION RETIREMENT BENEFITS ANNUAL BENEFITS BEFORE DEFERRAL
BEFORE DEFERRAL FROM THE ACCRUED AS PART OF FROM THE FUND UPON FROM FUND
NAME(1) TRUST(2) EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------------------ ------------------- ------------------ ---------------
<S> <C> <C> <C> <C>
J. Miles Branagan* $6,810 $30,328 $60,000 $111,197
Linda Hutton Heagy* 6,210 3,141 60,000 111,197
R. Craig Kennedy* 6,810 2,229 60,000 111,197
Jack E. Nelson* 6,810 15,820 60,000 104,322
Jerome L. Robinson 4,500 32,020 15,750 107,947
Phillip B. Rooney* 6,810 0 60,000 74,697
Dr. Fernando Sisto* 6,810 60,208 60,000 111,197
Wayne W. Whalen* 6,810 10,788 60,000 111,197
</TABLE>

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

* Currently a member of the Board of Trustees.

(2) The amounts shown in this column represent the Aggregate Compensation before
Deferral from all three series of the Trust, including the Fund, with
respect to the Trust's fiscal year ended June 30, 1998. The detail of
aggregate compensation before deferral from each series of the Trust,
including the Fund, is shown in Table A below. The following trustees
deferred compensation from all three series of the Trust, including the Fund
during the fiscal year ended June 30, 1998 as follows: Mr. Branagan, $6,810;
Ms. Heagy, $6,210; Mr. Kennedy, $3,406; Mr. Nelson, $6,810; Mr. Robinson,
$4,500; Mr. Rooney, $6,810; Dr. Sisto, $3,406; and Mr. Whalen, $6,810. The
detail of amounts deferred for each series of the Trust, including the Fund,
is shown, in Table B below. Amounts deferred are retained by the Fund and
earn a rate of return determined by reference to either the return on the
common shares of the Fund or other funds in the Fund Complex as selected by
the respective Non-Affiliated Trustee, with the same economic effect as if
such Non-Affiliated Trustee had invested in one or more funds in the Fund
Complex. To the extent permitted by the 1940 Act, each Fund may invest in
securities of those funds selected by the Non-Affiliated Trustees in order
to match the deferred compensation obligation. The cumulative deferred
compensation (including interest) accrued with respect to each trustee,
including former trustees from all

B-40
<PAGE> 271

three series of the Trust, including the Fund, as of the Trust's fiscal year
ended June 30, 1998 is as follows: Mr. Branagan, $17,434; Mr. Gaughan,
$9,426; Ms. Heagy, $23,877; Mr. Kennedy, $40,248; Mr. Miller, $31,230; Mr.
Nelson, $55,643; Mr. Rees, $9,322; Mr. Robinson, $46,656; Mr. Rooney,
$7,804; Dr. Sisto, $6,490; and Mr. Whalen, $47,019. The detail of cumulative
deferred compensation (including interest) for each series, including the
Fund, is shown in Table C below. The deferred compensation plan is described
above the Compensation Table.

(3) The amounts shown in this column represent the sum of the retirement
benefits expected to be accrued by all of the operating investment companies
in the Fund Complex for each of the Trustees for such investment companies'
respective fiscal years ended in 1997. The retirement plan is described
above the Compensation Table.

TABLE A

FISCAL YEAR 1998 AGGREGATE COMPENSATION FROM THE TRUST AND EACH SERIES

B-41
<PAGE> 272

TABLE B

FISCAL YEAR 1998 AGGREGATE COMPENSATION DEFERRED FROM

THE TRUST AND EACH SERIES

<TABLE>
<CAPTION>
TRUSTEE
FISCAL --------------------------------------------------------------------------
FUND NAME YEAR-END BRANAGAN HEAGY KENNEDY NELSON ROBINSON ROONEY SISTO WHALEN
--------- -------- -------- ----- ------- ------ -------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund........................... 06/30 $2,451 $2,251 $1,226 $2,451 $1,500 $2,451 $1,226 $2,451
Short-Term Global Income Fund............. 06/30 2,159 1,959 1,080 2,159 1,500 2,159 1,080 2,159
Strategic Income Fund..................... 06/30 2,200 2,000 1,100 2,200 1,500 2,200 1,100 2,200
------ ------ ------ ------ ------ ------ ------ ------
Trust Total............................. $6,810 $6,210 $3,406 $6,810 $4,500 $6,810 $3,406 $6,810
</TABLE>

TABLE C

FISCAL YEAR 1998 CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST)

FROM THE TRUST AND EACH SERIES

<TABLE>
<CAPTION>
TRUSTEE
------------------------------------------------------------------

<CAPTION>
TRUSTEE
-------------------------------------
FORMER TRUSTEES
-------------------------------------
FUND NAME GAUGHAN MILLER REES ROBINSON
--------- ------- ------ ---- --------
<S> <C> <C> <C> <C>
High Yield Fund.......................... $3,142 $10,410 $3,018 $15,552
Short-Term Global Income Fund............ 3,142 10,410 3,152 15,552
Strategic Income Fund.................... 3,142 10,410 3,152 15,552
------ ------- ------
Trust Total............................ $9,426 $31,230 $9,322 $46,656
</TABLE>

TABLE D

YEAR OF ELECTION OR APPOINTMENT TO EACH SERIES OF THE TRUST

As of October 16, 1998, the trustees and officers of the Fund as a group owned
less than 1% of the shares of the Fund.

B-42
<PAGE> 273

<TABLE>
<CAPTION>
AMOUNT OF
OWNERSHIP AT CLASS OF PERCENTAGE
NAME AND ADDRESS OF HOLDER SEPTEMBER , 1998 SHARES OWNERSHIP
- -------------------------- ------------------- -------- ----------
<S> <C> <C> <C>
Van Kampen Trust Company.................................. 265,229.07 A 7.019%
2800 Post Oak Blvd. 350,545.04 B 5.658%
Houston, TX 77056
Van Kampen TR.............................................
IRA R/O Robert J Holuba
2 Hackensack Ave
Kearny, NJ 07032-4511
MLPF&S For the Sole....................................... 659,794.92 B 10.650%
Benefit of Its Customers
Attn: Fund Administration
4800 Deer Lake Drive E
3rd Floor
Jacksonville, FL 32246-6484
Edward D. Jones and Co. F/A/O............................. 19,735.48 C 5.538%
Edward D. Jones & Co. Custodian
FBO Herman L. Durring IRA
EDJ #271-90019-1-5
P.O. Box 2500
Maryland Hts, MO 63043-8500
</TABLE>

Van Kampen Trust Company acts as custodian for certain employee benefit plans
and independent retirement accounts.

LEGAL COUNSEL

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

TRANSFER AGENCY

During the fiscal periods ended June 30, 1998, 1997 and 1996, Van Kampen
Investor Services Inc., transfer agent, shareholder service agent and dividend
disbursing agent for the Fund, received fees aggregating $129,400, $158,700 and
$128,300, respectively, for these services. Beginning in 1998, the transfer
agency prices are determined through negotiations with the Fund's Board of
Trustees and are based on competitive market benchmarks. Prior to 1998, the
transfer agency prices were determined on a cost plus profit basis.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT

Van Kampen Investment Advisory Corp. (the "Adviser") is the Fund's investment
adviser. The Adviser's principal office is located at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181. The Adviser is a wholly owned subsidiary of
Van Kampen Investments Inc. ("Van Kampen"), which is an indirect wholly owned
subsidiary of Morgan Stanley Dean Witter & Co.

The investment advisory agreement provides that the Adviser will supply
investment research and portfolio management, including the selection of
securities for the Fund to purchase. The Adviser also administers the business
affairs of the Fund, furnishes offices, necessary facilities and equipment,
provides administrative services, and permits its officers and employees to
serve without compensation as officers of the Fund and trustees of the Trust if
duly elected to such positions.

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<PAGE> 274

hold or sell and the selection of brokers through whom the Fund's portfolio
transactions are executed. The Adviser also administers the business affairs of
the Fund, furnishes offices, necessary facilities and equipment, provides
administrative services, and permits its officers and employees to serve without
compensation as trustees of the Trust and officers of the Fund if duly elected
to such positions.

The investment advisory agreement for the Fund will continue in effect from
year to year if specifically approved by the trustees of the Trust, of which the
Fund is a separate series (or by the Fund's shareholders), and by the
disinterested trustees in compliance with the requirements of the 1940 Act. The
agreement may be terminated without penalty upon 60 days' written notice by
either party thereto and will automatically terminate in the event of
assignment.

The investment advisory agreement specifies that the Adviser will reimburse
the Fund for annual expenses of the Fund which exceed the most stringent limit
prescribed by any state in which the Fund's shares are offered for sale. In
addition to making any required reimbursements, the Adviser may in its
discretion, but is not obligated to, waive all or any portion of its fee or
assume all or any portion of the expenses of the Fund.

For the fiscal years ended June 30, 1998, 1997 and 1996, the Fund recognized
advisory expenses of $1,262,844, $1,132,304 and $927,893, respectively.

OTHER AGREEMENTS

ACCOUNTING SERVICES AGREEMENT. The Fund has also entered into an accounting
services agreement pursuant to which the Adviser provides accounting services
supplementary to those provided by the Custodian. Such services are expected to
enable the Fund to more closely monitor and maintain its accounts and records.
The Fund shares equally, together with the other funds advised by the Adviser or
its affiliates and distributed by the Distributor, in 25% of the cost of
providing such services, with the remaining 75% of such cost being paid by the
Fund and such other funds based proportionally on their respective net assets.

For the fiscal years ended June 30, 1998, 1997 and 1996, the Fund recognized
expenses of approximately $11,600, $6,200 and $5,000, respectively, representing
the Adviser's cost of providing accounting services.

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

For the fiscal years ended June 30, 1998, 1997 and 1996, the Fund recognized
expenses of approximately $16,500, $13,600 and $8,700, respectively,
representing Van Kampen Investments Inc.'s cost of providing legal services.

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CUSTODIAN AND INDEPENDENT ACCOUNTANTS

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

The Adviser will place orders for portfolio transactions for the Fund with
broker-dealer firms giving consideration to the quality, quantity and nature of
each firm's professional services. These services include execution, clearance
procedures, wire service quotations and statistical and other research
information provided to the Fund, or the Adviser, including quotations necessary
to determine the value of the Fund's net assets. Any research benefits derived
are available for all clients of the Adviser. Since statistical and other
research information is only supplementary to the research efforts of the
Adviser to the Fund and still must be analyzed and reviewed by its staff, the
receipt of research information is not expected to reduce its expenses
materially.

If it is believed to be in the best interests of the Fund, the Adviser may
place portfolio transactions with brokers who provide the types of research
service described above, even if it means the Fund will have to pay a higher
commission (or, if the broker's profit is part of the cost of the security, will
have to pay a higher price for the security), than would be the case if no
weight were given to the broker's furnishing of those research services. This
will be done, however, only if, in the opinion of the Fund's Adviser, the amount
of additional commission or increased cost is reasonable in relation to the
value of such services.

In selecting among the firms believed to meet the criteria for handling a
particular transaction, the Adviser may take into consideration that certain
firms (i) provide market, statistical or other research information such as that
set forth above to the Fund and the Adviser, (ii) have sold or are selling
shares of the Fund and (iii) are affiliated with the Fund, its investment
adviser or its distributor and other principal underwriters. If purchases or
sales of securities of the Fund and of one or more other investment companies or
clients supervised by the Adviser are considered at or about the same time,
transactions in such securities will be allocated among the several investment
companies and clients in a manner deemed equitable to all by the Adviser, taking
into account the respective sizes of the Fund and other investment companies and
clients and the amount of securities to be purchased or sold. Although it is
possible that in some cases this procedure could have a detrimental effect on
the price or volume of the security as far as the Fund is concerned, it is also
possible that the ability to participate in volume transactions and to negotiate
lower brokerage commissions will be beneficial to the Fund.

State securities laws may differ from the interpretations of federal law
expressed herein, and banks and financial institutions may be required to
register as dealers pursuant to state law.

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<PAGE> 276

During the year ended June 30, 1998, the Fund paid no brokerage commissions on
transactions to brokers related to research services provided to the Adviser.

The Fund paid the following commissions to all brokers and affiliated brokers
during the periods shown.

<TABLE>
<CAPTION>
AFFILIATED BROKERS
----------------------------
BROKERS MORGAN STANLEY DEAN WITTER
------- -------------- -----------
<S> <C> <C> <C>
Commissions paid:
Fiscal year 1996........................................ $ 0 N/A N/A
Fiscal year 1997........................................ $53,126 $ 0 $ 0
Fiscal year 1998........................................ $19,191 $ 0 $ 0
Fiscal year 1998 Percentages:
Commissions with affiliate to total commissions......... 0% 0%
Value of brokerage transactions with affiliate to total
transactions......................................... 0% 0%
</TABLE>

TAX STATUS OF THE FUND

FEDERAL INCOME TAXATION. The Fund has elected and qualified, and intends to
continue to qualify each year, to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (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. Included among such requirements
is the requirement that the Fund must derive at least 90% of its gross income
from dividends, interest, payments with respect to securities loans and gains
from the sale or other disposition of stocks, securities or foreign currencies
or other income (including but not limited to gains from options, futures or
forward contracts) derived with respect to its business of investing in such
stocks, securities or currencies. For purposes of this requirement, the Treasury
Department is authorized to issue (but has not yet issued) regulations excluding
from qualifying income foreign currency gains that are not directly related to a
regulated investment company's principal business of investing in stocks or
securities (or options and futures with respect to stocks or securities). The
Fund expects that all of its foreign currency gains will be directly related to
its principal business of investing in securities.

If the Fund so qualifies and distributes each year to its Shareholders at
least 90% of its net investment income (which includes tax-exempt 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) in each year, 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 31st of each year, at least an amount equal to the sum of (i) 98% of
its ordinary income (not including tax-exempt income) for such year and (ii) 98%
of its capital gain net income (the latter of which generally is computed on the
basis of the one-year period ending on October 31st of such year), together with
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.

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<PAGE> 277

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 (including those involving certain
risk management transactions and foreign currency transactions) may be subject
to special provisions of the Code that, among other things, 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 the amounts necessary to
satisfy the 90% distribution requirement and the distribution requirements for
avoiding income and excise taxes. The Fund will monitor its transactions and may
make certain tax elections in order to mitigate the effect of these rules and
prevent disqualification of the Fund as a regulated investment company.

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

PASSIVE FOREIGN INVESTMENT COMPANIES. The Fund may invest in the stock of
"passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation that, in general, meets either of the following tests: (1) at least
75% of its gross income is passive income or (2) an average of at least 50% of
its assets produce, or are held for the production of, passive income. Under
certain circumstances, a regulated investment company that holds stock of a PFIC
will be subject to federal income tax on a portion of any "excess distribution"
received on such stock or of any gain on disposition of the stock (collectively
"PFIC income"), plus interest thereon, even if the regulated investment company
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the regulated investment
company's investment company taxable income and, accordingly, will not be
taxable to it to the extent that income is distributed to its shareholders. If
the Fund invests in a PFIC and elects to treat the PFIC as a "qualified electing
fund," then in lieu of the foregoing tax and interest obligation, the Fund would
be required to include in income each year its pro rata share of the qualified
electing fund's annual ordinary earnings and net capital gain, which most likely
would have to be distributed to satisfy the 90% distribution requirement and the
distribution requirement for avoiding income and excise taxes. In most instances
it will be very difficult to make this election due to certain requirements
imposed with respect to the election.

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

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<PAGE> 278

PFIC stock, but in any particular year may be required to recognize income in
excess of the distributions it receives from the PFIC and proceeds from the
dispositions of PFIC stock.

DISTRIBUTIONS. Distribution of the Fund's net investment income are taxable to
Shareholders as ordinary income to the extent of the Fund's earnings and
profits, whether paid in cash or reinvested in additional Shares. Distributions
of the Fund's net capital gains ("capital gain dividends"), if any, are taxable
to Shareholders at the rates applicable to 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"
below. The Fund will inform Shareholders of the source and tax status of all
distributions promptly after the close of each calendar year. Distributions from
the Fund generally will not be eligible for the dividends received deduction for
corporations.

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.

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

FOREIGN TAXES. It is expected that a portion of the interest earned by the
Fund from non-U.S. issuers and in certain circumstances gains realized by the
Fund will be subject to foreign withholding taxes. The tax rate to which such
interest and gains will be subject will vary depending on the country or
countries having taxing jurisdiction over a particular non-U.S. issuer and may
be affected by the existence of an income tax treaty with the United States. If
more than 50% of the value of the Fund's total assets at the close of any
taxable year consists of stocks or securities of "foreign corporations," the
Fund may elect and currently intends to elect, for United States federal income
tax purposes, to treat any foreign taxes paid by the Fund that can be treated as
foreign income taxes under United States federal income tax principles as paid
by its Shareholders. The Fund expects that it will be able to treat some, but
not necessarily all, of the foreign taxes it will have to pay as foreign income
taxes for United States federal income tax purposes. In addition, the Fund
currently intends to treat investments in securities that are issued by, or that
are treated under relevant United States federal income tax principles as issued
by, foreign governments as not constituting securities of "foreign corporations"
for purposes of meeting the 50% test described above. Accordingly, the Fund may
not qualify for this election in all of its taxable years. For any year that the
Fund so qualifies and makes such an election, the amount of foreign taxes paid
by the Fund that can be treated as foreign income taxes for United States
federal income tax purposes would be included in the income of its Shareholders
(in addition to other taxable dividends received) and (subject to certain
limitations) Shareholders would be entitled to credit their portions of these
amounts against their United States federal income tax due, if any, or to deduct
their respective pro rata portions from their United States taxable income, if
any. A Shareholder who does not itemize deductions may not claim a deduction for
foreign taxes. The Fund will notify each Shareholder within 60 days after the
close of the Fund's taxable year as to whether the foreign income taxes paid by
the Fund will qualify for "pass-through" treatment for that year and, if so,
such notification will designate (i) each Shareholder's pro rata portion of the
foreign income taxes paid and (ii) the portion of distributions that represents
income derived from foreign sources.

Generally, a foreign tax credit is subject to the limitation that it may not
exceed the Shareholder's United States tax (before the credit) attributable to
the Shareholder's total taxable income from foreign sources. For this purpose,
the Shareholder's proportionate share of dividends paid by the Fund that
represent income

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<PAGE> 279

derived from foreign sources will be treated as foreign source income. The
Fund's gains and losses from the sale of securities and certain currency gains
and losses generally will be treated as derived from United States sources. The
limitation on the foreign tax credit applies separately to specific categories
of foreign source income, including "passive income," a category that includes
the portion of dividends received from the Fund that qualifies as foreign source
income. The foregoing limitation may prevent a Shareholder from claiming a
credit for the full amount of his proportionate share of the foreign income
taxes paid by the Fund.

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

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

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.

THE DISTRIBUTOR

The Distributor acts as the principal underwriter of the Fund's shares
pursuant to a written agreement (the "Distribution and Service Agreement"). The
Distributor has the exclusive right to distribute shares of the Fund through
dealers. The Distributor's obligation is an agency or "best efforts" arrangement
under which the Distributor is required to take and pay for only such shares of
the Fund as may be sold to the public. The Distributor is not obligated to sell
any stated number of shares. The Distributor bears the cost of printing (but not
typesetting) prospectuses used in connection with this offering and certain
other costs, including the cost of supplemental sales literature and
advertising. The Distribution and Service Agreement is renewable from year to
year if approved (a) by the Fund's Trustees or by a vote of a majority of the
Fund's outstanding voting securities and (b) by the affirmative vote of a
majority of Trustees who are not parties to the Distribution and Service
Agreement or interested persons of any party, by votes cast in person at a
meeting called for such purpose. The Distribution and Service Agreement provides
that it will terminate if assigned, and that it may be terminated without
penalty by either party on 90 days' written notice. Total underwriting
commissions on the sale of shares of the Fund for the fiscal periods indicated
are as follows:

<TABLE>
<CAPTION>
AMOUNTS
TOTAL UNDERWRITING RETAINED
COMMISSIONS BY DISTRIBUTOR
------------------ --------------
<S> <C> <C>
Fiscal Year Ended June 30, 1998............................. $239,538 $27,505
Fiscal Year Ended June 30, 1997............................. $214,184 $26,483
Fiscal Year Ended 1966...................................... $195,066 $28,532
</TABLE>

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<PAGE> 280

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

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

For the fiscal year ended June 30, 1998, the Fund's aggregate expenses under
the Plans for Class A Plan were $111,228; or 0.25% of the Class A shares'
average net assets. For the fiscal year ended June 30, 1998, the Fund's
aggregate expenses under the Class B Plan were $782,180 or 1.00% of the Class B
shares' average net assets. Such expenses were paid to reimburse the Distributor
for the following payments: $586,234 for commissions and transaction fees paid
to financial intermediaries in respect of sales of Class B shares of the Fund
and $195,946 for fees paid to financial intermediaries for servicing Class B
shareholders and administering the Plans. For the fiscal year ended June 30,
1998, the Fund's aggregate expenses under the Plans for Class C shares were
$38,164 or 1.00% of the Class C shares' average net assets. Such expenses were
paid to reimburse the Distributor for the following payments: $14,635 for
commissions and transaction fees paid to financial intermediaries in respect of
sales of Class C shares of the Fund and $23,259 for fees paid to financial
intermediaries for servicing Class C shareholders and administering the Class C
Plan.

PERFORMANCE INFORMATION

The Fund's yield quotation is determined on a daily basis with respect to the
immediately preceding 30 day period. Yield is computed by dividing the Fund's
net investment income per share of a given class earned during such period by
the Fund's maximum offering price (including, with respect to the Class A
Shares, the maximum initial sales charge) per share of such class on the last
day of such period. The Fund's net investment income per share is determined by
taking the interest attributable to a given class of shares earned by the Fund
during the period, subtracting the expenses attributable to a given class of
shares accrued for the

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<PAGE> 281

period (net of any reimbursements), and dividing the result by the average daily
number of the shares of each class outstanding during the period that were
entitled to receive dividends. The yield calculation formula assumes net
investment income is earned and reinvested at a constant rate and annualized at
the end of a six month period. Yield will be computed separately for each class
of shares. Class B Shares redeemed during the first five years after their
issuance and Class C Shares redeemed during the first year after their issuance
may be subject to a CDSC of the lesser of the then current net asset value of
the shares redeemed or their initial purchase price from the Fund. Yield
quotations do not reflect the imposition of a CDSC, and if any such CDSC imposed
at the time of redemption were reflected, it would reduce the performance
quoted.

The Fund calculates average compounded total return by determining the
redemption value (less any applicable CDSC) at the end of specified periods
(after adding back all dividends and other distributions made during the period)
of a $1,000 investment in a given class of shares of the Fund (less the maximum
sales charge, if any) at the beginning of the period, annualizing the increase
or decrease over the specified period with respect to such initial investment
and expressing the result as a percentage. Average compounded total return will
be computed separately for each class of shares.

The Fund may, in supplemental sales literature, advertise non-standardized
total return figures representing the cumulative, non-annualized total return of
each class of shares of the Fund from a given date to a subsequent given date.
Cumulative non-standardized total return is calculated by measuring the value of
an initial investment in a given class of shares of the Fund at a given time,
deducting the maximum initial sales charge, if any, determining the value of all
subsequent reinvested distributions, and dividing the net change in the value of
the investment as of the end of the period by the amount of the initial
investment and expressing the result as a percentage. Non-standardized total
return will be calculated separately for each class of shares. Non-standardized
total return calculations do not reflect the imposition of a CDSC, and if any
such contingent deferred sales charge with respect to the CDSC Shares imposed at
the time of redemption were reflected, it would reduce the performance quoted.

From time to time the Fund may compare its performance to certain indices or
utilize such indices to illustrate market trends in U.S. interest rates,
including indices with respect to interest rates on 90 day U.S. Treasury bills
and 30 year Treasury bonds. In addition, the Fund may include in advertisements,
charts, graphs or drawings which illustrate the potential risks and rewards of
investment in various investment vehicles, including but not limited to, foreign
securities, stocks, bonds, treasury bills and shares of the Fund.

CLASS A SHARES

The Fund's yield for the 30-day period ending June 30, 1998 (calculated in the
manner described in the Prospectus under the heading "Fund Performance") for
Class A Shares was 7.45%. In determining the Fund's net investment income for a
stated 30-day period, the Fund calculates yield to maturity on each portfolio
security on a daily basis. The Fund's distribution rate for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") for Class A Shares was 7.35%.

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The Fund's average total return, including payment of the maximum sales
charge, for (i) the one year ended June 30, 1998 was (1.06)% and (ii) the four
year, six month period from December 31, 1993, the commencement of investment
operations for Class A Shares of the Fund, through June 30, 1998 was 4.41%.

The Fund's cumulative non-standardized total return, excluding the payment of
the maximum sales charge, for Class A Shares from inception through June 30,
1998 (as calculated in the manner described in the Prospectus under the heading
"Fund Performance") was 27.46%.

The Fund's cumulative non-standardized total return, including the payment of
the maximum sales charge, for Class A Shares from inception through June 30,
1998 (as calculated in the manner described in the Prospectus under the heading
"Fund Performance") was 21.44%.

CLASS B SHARES

The Fund's yield for the 30-day period ending June 30, 1998 (calculated in the
manner described in the Prospectus under the heading "Fund Performance") for
Class B Shares was 7.05%. In determining the Fund's net investment income for a
stated 30-day period, the Fund calculates yield to maturity on each portfolio
security on a daily basis. The Fund's distribution rate for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") for Class B Shares was 6.93%.

The Fund's average total return, including the payment of the CDSC, for (i)
the one year ended June 30, 1998 was (.074)% and (ii) the four year, six month
period from December 31, 1993, the commencement of investment operations for
Class B Shares of the Fund, through June 30, 1998 was 4.46%.

The Fund's cumulative non-standardized total return, excluding the payment of
the CDSC, for Class B Shares from inception through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance")
was 23.01%.

The Fund's cumulative non-standardized total return, including the payment of
the CDSC, for Class B Shares from inception through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance")
was 21.72%.

CLASS C SHARES

The Fund's yield for the 30-day period ending June 30, 1998 (calculated in the
manner described in the Prospectus under the heading "Fund Performance") for
Class C Shares was 7.05%. In determining the Fund's net investment income for a
stated 30-day period, the Fund calculates yield to maturity on each portfolio
security on a daily basis. The Fund's distribution rate for the 30-day period
ending June 30, 1998 (calculated in the manner described in the Prospectus under
the heading "Fund Performance") for Class C Shares was 6.94%.

The Fund's average total return, including the payment of the CDSC, for (i)
the one year ended June 30, 1998 was 2.07% and (ii) the four year, six month
period from December 31, 1993, the commencement of investment operations for
Class C Shares of the Fund, through June 30, 1998 was 4.68%.

The Fund's cumulative non-standardized total return, excluding the payment of
the CDSC, for Class C Shares from inception through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance")
was 22.84%.

The Fund's cumulative non-standardized total return, including the payment of
the CDSC, for Class C Shares from inception through June 30, 1998 (as calculated
in the manner described in the Prospectus under the heading "Fund Performance")
was 22.84%.

B-52
<PAGE> 283

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Trustees and Shareholders of

Van Kampen Strategic Income Fund:

We have audited the accompanying statement of assets and liabilities of Van
Kampen Strategic Income Fund (the "Fund"), including the portfolio of
investments, as of June 30, 1998, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
periods presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen Strategic Income Fund as of June 30, 1998, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended, and the financial highlights for each of the periods
presented, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP
Chicago, Illinois
August 7, 1998

B-53
<PAGE> 284

PORTFOLIO OF INVESTMENTS

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par Amount
in Local
Currency Maturity U.S.$
(000) Description Coupon Date Market Value
- ---------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
ASSET BACKED SECURITY 0.8%
1,000 California Infrastructure 1997-1 A7 (b)..... 6.420% 12/26/09 $ 1,034,180
------------
CORPORATE BONDS 82.2%
AUTOMOBILE 3.6%
250 Aetna Industries, Inc. - US$................ 11.875 10/01/06 271,250
1,000 Federal-Mogul Corp. - US$................... 7.875 07/01/10 997,540
2,565 General Motors Corp. - US$.................. 8.100 06/15/24 2,822,296
400 Talon Automotive Group, 144A - Private
Placement - US$ (e)......................... 9.625 05/01/08 403,000
------------
4,494,086
------------
BANKING 15.4%
2,000 Banco Credito Argentino, 144A - Private
Placement - US$ (b) (e)..................... 9.500 04/24/00 2,030,000
2,000 Banco Latinoamericano de Exportaciones, SA,
144A - Private Placement - US$ (b) (e)...... 6.625 10/01/02 1,962,620
9,078 Korea Development Bank - US$ (b)............ 6.250 05/01/00 8,306,189
1,500 Korea Development Bank - US$ (b)............ 6.625 11/21/03 1,204,245
3,000 MBNA Capital I - US$ (b).................... 8.278 12/02/26 3,257,397
2,400 Sovereign Bancorp, Inc., 144A - Private
Placement - US$ (e)......................... 8.000 03/15/03 2,521,159
------------
19,281,610
------------
BEVERAGE, FOOD & TOBACCO 6.2%
1,000 Embotelladora Andina SA - US$ (b)........... 7.875 10/01/97 942,506
2,000 Kroger Co. - US$............................ 7.000 05/01/18 2,056,306
2,500 Pepsi - Gemex - US$ (b)..................... 9.750 03/01/04 2,550,000
2,000 Shoppers Food Warehouse - US$............... 9.750 06/15/04 2,220,000
------------
7,768,812
------------
BROADCASTING/TELEVISION 0.8%
1,000 TV Azteca SA - US$.......................... 10.125 02/15/04 997,500
------------
BUILDINGS AND REAL ESTATE 4.3%
1,000 Cemex Intl Cap, LLC, 144A - Private
Placement - US$ (e)......................... 9.660 12/29/49 966,200
250 Dell Webb Corp. - US$....................... 9.375 05/01/09 245,625
2,500 Dynex Capital, Inc. - US$ (b)............... 7.875 07/15/02 2,451,200
250 Kevco, Inc., 144A - Private Placement - US$
(e)......................................... 10.375 12/01/07 260,625
1,500 Tyco International Group, SA - US$.......... 6.250 06/15/13 1,498,695
------------
5,422,345
------------
CHEMICALS, PLASTICS & RUBBER 0.3%
325 Pioneer Americas Acquisition, Ser B - US$... 9.250 06/15/07 321,750
------------
CONTAINERS, PACKAGING & GLASS 4.7%
5,355 SD Warren Co. - US$......................... 12.000 12/15/04 5,917,275
------------
</TABLE>

See Notes to Financial Statements

B-54
<PAGE> 285
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par Amount
in Local
Currency Maturity U.S.$
(000) Description Coupon Date Market Value
- ---------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
ELECTRONICS 1.9%
1,500 Panamsat Corp., 144A - Private Placement -
US$ (b) (e)................................. 6.375% 01/15/08 $ 1,493,267
1,000 Philippine Long Distance Telephone Co. -
US$......................................... 7.850 03/06/07 866,900
------------
2,360,167
------------
ENERGY 0.8%
1,000 Hurricane Hydrocarbons, 144A - Private
Placement - US$ (e)......................... 11.750 11/01/04 980,000
------------
FINANCE 0.7%
1,000 Pera Financial, 144A - Private Placement -
US$ (b) (e)................................. 9.375 10/15/02 900,000
------------
GROCERY 0.4%
500 Pantry, Inc., 144A - Private Placement - US$
(e)......................................... 10.250 10/15/07 508,750
------------
HEALTHCARE 0.6%
750 Oxford Health Plans, 144A - Private
Placement - US$ (e)......................... 11.000 05/15/05 768,750
------------
HOTEL & GAMING 1.2%
575 Booth Creek Ski Holdings, Ser B, 144A -
Private Placement - US$ (b) (e)............. 12.500 03/15/07 622,438
750 Majestic Star Casino, LLC - US$............. 12.750 05/15/03 817,500
------------
1,439,938
------------
INSURANCE 0.8%
1,000 American Annuity, 144A - Private Placement -
US$ (b) (e)................................. 7.250 09/28/01 1,025,120
------------
MINING 1.0%
1,250 CSN Iron SA, 144A - Private
Placement - US$ (b) (e)..................... 9.125 06/01/07 1,006,250
250 Renco Steel Holdings, 144A - Private
Placement - US$ (e)......................... 10.875 02/01/05 251,250
------------
1,257,500
------------
OIL & GAS 6.5%
500 Dawson Product Services - US$ (b)........... 9.375 02/01/07 491,250
500 Frontier Oil Corp., 144A - Private Placement
-US$ (e).................................... 9.125 02/15/06 503,750
500 Giant Industries - US$ (b).................. 9.750 11/15/03 522,500
1,000 Lukinter Finance BV, 144A - Private
Placement - US$ (b) (e)..................... * 11/03/03 750,000
1,000 Noble Drilling Corp. - US$ (b).............. 9.125 07/01/06 1,116,090
3,000 Oryx Energy Co. - US$ (b)................... 8.375 07/15/04 3,247,356
1,500 Union Pacific Resources - US$............... 6.750 05/15/08 1,510,558
------------
8,141,504
------------
PRINTING, PUBLISHING & BROADCASTING 0.9%
1,000 CSC Holdings, Inc. - US$ (b)................ 10.500 05/15/16 1,175,000
------------
</TABLE>

See Notes to Financial Statements

B-55
<PAGE> 286
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par Amount
in Local
Currency Maturity U.S.$
(000) Description Coupon Date Market Value
- ---------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
RETAIL 2.6%
250 Big 5 Corp., Ser B - US$ (b)................ 10.875% 11/15/07 $ 260,000
500 Community Distributors, Ser B - US$ (b)..... 10.250 10/15/04 522,500
400 Duane Reade, Inc. - US$ (b)................. 9.250 02/15/08 408,000
2,000 Fred Meyer, Inc. - US$ (b).................. 7.375 03/01/05 2,018,192
------------
3,208,692
------------
TELECOMMUNICATIONS 14.8%
1,500 Airtouch Communications - US$ (b)........... 6.650 05/01/08 1,534,011
1,000 CIA International Telecommunication, 144A -
Private Placement - US$ (e)................. 10.375 08/01/04 820,000
1,000 Century Communications - US$................ 8.750 10/01/07 1,057,500
500 Century Communications - US$ (b)............ 9.500 03/01/05 543,750
750 Fonorola, Inc. - US$........................ 12.500 08/15/02 830,625
500 Hermes Europe Railtel, BV - US$............. 11.500 08/15/07 567,500
500 Intermedia Communications, Ser B - US$
(c)......................................... 0/11.250 07/15/07 366,875
500 Intermedia Communications, 144A - Private
Placement - US$ (e)......................... 8.600 07/15/07 505,000
3,689 MFS Communications - US$ (b)................ 8.875 01/15/06 4,011,788
1,000 Metronet Communications, 144A - Private
Placement - US$ (c) (e)..................... 0/9.950 06/15/08 615,000
1,500 Millicom International - US$ (b) (c)........ 0/13.500 06/01/06 1,158,750
750 Netia Holdings BV, 144A - Private Placement
- US$ (e)................................... 10.250 11/01/07 727,500
500 Pinnacle Holdings, Inc., 144A - Private
Placement - US$ (e)......................... 10.000 03/15/08 328,750
1,000 PSINET, Inc., Ser B - US$................... 10.000 02/15/05 1,017,500
500 Satelites Mexicanos, SA, 144A - Private
Placement - US$ (e)......................... 10.125 11/01/04 490,000
750 Spectrasite Holdings, Inc., 144A - Private
Placement - US$ (e)......................... 12.000 07/15/08 416,250
3,000 Tele-Communications, Inc. - US$ (b)......... 6.580 02/15/05 3,274,719
500 Triton Communications, LLC, 144A - Private
Placement - US$ (e)......................... 11.000 05/01/08 282,500
------------
18,548,018
------------
TEXTILES 0.7%
350 Pillowtex Corp. - US$....................... 10.000 11/15/06 375,375
250 Pillowtex Corp., 144A - Private Placement -
US$ (e)..................................... 9.000 12/15/07 256,875
250 Scovill Fasteners, Inc., 144A - Private
Placement - US$ (e)......................... 11.250 11/30/07 258,125
------------
890,375
------------
UTILITIES 14.0%
1,000 Central Termica Guemes SA, 144A - Private
Placement - US$ (b) (e)..................... 12.000 11/26/01 970,000
2,000 DR Investments, 144A - Private Placement -
US$ (b) (e)................................. 7.450 05/15/07 2,138,372
1,000 Edelnor, 144A - Private Placement - US$
(e)......................................... 7.750 03/15/06 863,530
</TABLE>

See Notes to Financial Statements

B-56
<PAGE> 287
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par Amount
in Local
Currency Maturity U.S.$
(000) Description Coupon Date Market Value
- ---------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
UTILITIES (CONTINUED)
1,000 Edelnor, 144A - Private Placement - US$
(e)......................................... 10.500% 06/15/05 $ 992,000
1,000 Endesa - Chile, 144A - Private Placement -
US$ (e)..................................... 7.750 07/14/08 986,210
569 Midland Funding Corp. II - US$ (b).......... 10.330 07/23/02 614,790
500 Niagara Mohawk Power, Ser H - US$ (c)....... 0/8.500 07/01/10 343,750
2,000 Niagara Mohawk Power - US$ (b).............. 6.875 03/01/01 2,024,722
2,000 Niagara Mohawk Power, Ser B - US$........... 7.000 10/01/00 2,001,000
2,000 Southern Investments UK - US$ (b)........... 6.800 12/01/06 2,076,192
2,000 United Utilities - US$ (b).................. 6.450 04/01/08 2,032,974
2,500 Yorkshire Power Finance, 144A - Private
Placement - US$ (b) (e)..................... 6.154 02/25/03 2,510,148
------------
17,553,688
------------
Total Corporate Bonds 82.2%...................................... 102,960,880
------------
FOREIGN GOVERNMENT AND AGENCY SECURITIES 22.4%
ARGENTINA 1.0%
1,425 Argentina Par Bond - US$ (d)................ 6.625 03/31/05 1,258,275
------------
AUSTRALIA 1.1%
2,000 Australian Government - AU$................. 6.750 11/15/06 1,343,042
------------
BULGARIA 0.9%
1,500 Bulgaria Disc - Ser A - US$................. 6.750 07/28/24 1,145,625
------------
CANADA 0.7%
1,250 Canadian Government - CA$................... 7.500 03/01/01 894,890
------------
COLOMBIA 3.5%
3,000 Financiera Energetica Nacional, 144A -
Private Placement - US$ (b) (e)............. 9.375 06/15/06 2,910,000
1,500 Republic of Colombia - US$ (b).............. 8.660 10/07/16 1,543,215
------------
4,453,215
------------
COSTA RICA 0.7%
1,000 Costa Rica - Prin, Ser A - US$ (d).......... 6.250 05/21/10 880,000
------------
ITALY 0.8%
1,500,000 Republic of Italy BTPS - ITL................ 9.500 05/01/01 954,664
------------
KAZAKHSTAN 0.9%
1,000 Republic of Kazakhstan - US$ (b)............ 8.375 10/02/02 900,000
250 Republic of Kazakhstan - US$................ 12.750 10/02/02 225,000
------------
1,125,000
------------
MEXICO 4.3%
1,500 Mexico Global Bond - US$.................... 11.500 05/15/26 1,706,250
750 Mexican Par Bond, Ser W-A - US$............. 6.250 12/31/19 621,094
3,750 Mexican Par Bond, Ser W-B - US$............. 6.250 12/31/19 3,105,469
------------
5,432,813
------------
</TABLE>

See Notes to Financial Statements

B-57
<PAGE> 288
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Par Amount
in Local
Currency Maturity U.S.$
(000) Description Coupon Date Market Value
- ---------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MOROCCO 0.7%
1,000 Moroccan Loan Agreement - US$............... 6.813% 01/01/09 $ 857,500
------------
NEW ZEALAND 0.9%
2,000 New Zealand Government - NZ$................ 8.000 11/15/06 1,144,333
------------
PANAMA 3.1%
2,000 Republic of Panama, 144A - Private Placement
-US$ (b) (e)................................ 7.875 02/13/02 1,980,000
2,000 Republic of Panama - US$.................... 8.875 09/30/27 1,890,000
------------
3,870,000
------------
RUSSIA 0.9%
1,500 Ministry Finance of Russia, 144A - Private
Placement - US$ (e)......................... 10.000 06/26/07 1,128,750
------------
UNITED KINGDOM 1.8%
1,000 UK Treasury Bonds - GBP..................... 7.000 11/06/01 1,687,232
350 UK Treasury Bonds - GBP..................... 6.750 11/26/04 605,141
------------
2,292,373
------------
URUGUAY 0.8%
1,000 Banco Centrl Del Uruguay - Ser B - US$
(d)......................................... 6.750 02/19/21 940,000
------------
VENEZUELA 0.3%
500 Venezuela (Euro) - US$...................... 9.250 09/15/27 387,000
------------
Total Foreign Government and Agency Securities 22.4%............. 28,107,480
------------
MORTGAGE BACKED SECURITIES (U.S.) 6.1%
1,986 DLJ Mortgage Acceptance Corp. 1996-E1 (b)... 8.517 09/28/25 2,025,840
2,500 Government National Mortgage Association
Pool (a).................................... 7.000 07/21/28 2,538,275
18,210 FNMA REMIC #97-20 IB (Interest Only) (b).... 1.840 03/25/27 796,672
28,370 SBA Strip................................... 2.313 08/24/19 2,306,058
------------
Total Mortgage Backed Securities (U.S.).......................... 7,666,845
------------
U.S. GOVERNMENT AND GOVERNMENT AGENCY
OBLIGATIONS 23.5%
12,250 U.S. T-Bonds................................ 6.125 11/15/27 13,117,055
11,275 U.S. T-Notes................................ 5.500 2/15/08 11,264,063
5,000 U.S. T-Notes................................ 5.625 5/15/08 5,065,600
------------
Total U.S. Government and Government Agency Obligations.......... 29,446,718
------------
</TABLE>

See Notes to Financial Statements

B-58
<PAGE> 289
PORTFOLIO OF INVESTMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Description Shares Market Value
- ------------------------------------------------------------------------------------
<S> <C> <C>
COMMON AND PREFERRED STOCKS 4.4%
Avalon Bay Communities, Ser G - Preferred - US$.............
50,000 $ 1,293,750
Costal Finance - Preferred - US$............................
60,000 1,470,000
Grupo Casa Autrey - ADR (Mexico) - US$......................
8,500 55,250
MEPC International Capital L.P. - Preferred - US$ (b).......
100,000 2,681,250
Thai Military Bank - THB....................................
15,000 1,848
------------
Total Common and Preferred Stocks................................ 5,502,098
------------
SWAP TRANSACTIONS 0.0%
Goldman Sachs, 10.0 million US$ notional amount, maturing 01/23/00,
payment based upon the spread between the 6 year French Franc fixed
swap interest rate versus the 6 year German Mark fixed swap interest
rate................................................................. 426
------------
TOTAL INVESTMENTS 139.4%
(Cost $175,150,250).............................................. 174,718,627
LIABILITIES IN EXCESS OF OTHER ASSETS (39.4)%....................... (49,354,326)
------------
NET ASSETS 100.0%................................................... $125,364,301
----------
</TABLE>

* Zero coupon bond

(a) Securities purchased on a when issued or delayed delivery basis.

(b) Assets segregated as collateral for when issued or delayed delivery purchase
commitments, open options, futures, forwards or swaps transactions or
borrowings of the Fund.

(d) Item represents a "Brady Bond" which is a product of the "Brady Plan" under
which various Latin American, African and southeast Asian nations have
converted their outstanding external defaulted commercial bank loans into
bonds. Certain Brady Bonds have been collateralized, as to principal due at
maturity, by U.S. Treasury zero coupon bonds with a maturity date equal to
the final maturity date of such Brady Bonds.

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

PORTFOLIO COMPOSITION BY CREDIT QUALITY

The following table summarizes the portfolio composition at June 30, 1998,
based upon the highest credit quality ratings as determined by Standard & Poor's
or Moody's.

<TABLE>
<S> <C>
U.S. Government and Government Agency Obligations........... 22.6%
AAA......................................................... 3.9%
A........................................................... 7.7%
BBB......................................................... 18.1%
BB.......................................................... 28.6%
B........................................................... 14.1%
CCC......................................................... 0.2%
Non-Rated................................................... 4.8%
------
100.0%
------
</TABLE>

See Notes to Financial Statements

B-59

<PAGE> 290

STATEMENT OF ASSETS AND LIABILITIES

June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ASSETS:
Total Investments (Cost $175,150,250)....................... $174,718,627
Cash........................................................ 2,359,022
Receivables:
Investments Sold.......................................... 7,728,010
Interest.................................................. 2,947,683
Fund Shares Sold.......................................... 136,198
Dividend.................................................. 100,000
Options at Market Value (Net premiums paid of $271,775)..... 583,680
Forward Currency Contracts.................................. 290,302
Unamortized Organizational Costs............................ 17,036
Other....................................................... 1,293
------------
Total Assets............................................ 188,881,851
------------
LIABILITIES:
Payables:
Reverse Repurchase Agreements............................. 29,381,337
Bank Borrowings........................................... 27,990,926
Investments Purchased..................................... 4,566,863
Income Distributions...................................... 415,314
Fund Shares Repurchased................................... 246,609
Distributor and Affiliates................................ 172,472
Investment Advisory Fee................................... 163,412
Variation Margin on Futures............................... 42,188
Accrued Expenses............................................ 432,716
Trustees' Deferred Compensation and Retirement Plans........ 105,713
------------
Total Liabilities....................................... 63,517,550
------------
NET ASSETS.................................................. $125,364,301
----------
NET ASSETS CONSIST OF:
Capital..................................................... $132,732,669
Net Unrealized Depreciation................................. (1,176,688)
Accumulated Distribution in Excess of Net Investment
Income.................................................... (1,909,557)
Accumulated Net Realized Loss............................... (4,282,123)
------------
NET ASSETS.................................................. $125,364,301
----------
MAXIMUM OFFERING PRICE PER SHARE:
Class A Shares:
Net asset value and redemption price per share (Based on
net assets of $45,310,860 and 3,688,102 shares of
beneficial interest issued and outstanding)............. $ 12.29
Maximum sales charge (4.75%* of offering price)......... .61
------------
Maximum offering price to public........................ $ 12.90
----------
Class B Shares:
Net asset value and offering price per share (Based on
net assets of $76,199,068 and 6,201,916 shares of
beneficial interest issued and outstanding)............. $ 12.29
----------
Class C Shares:
Net asset value and offering price per share (Based on
net assets of $3,854,373 and 314,039 shares of
beneficial interest issued and outstanding)............. $ 12.27
----------
</TABLE>

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

See Notes to Financial Statements

B-60
<PAGE> 291

STATEMENT OF OPERATIONS

For the Year Ended June 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest (Net of foreign withholding taxes of $9,201)....... $ 13,354,450
Dividends (Net of foreign withholding taxes of $53)......... 786,323
------------
Total Income.......................................... 14,140,773
------------
EXPENSES:
Investment Advisory Fee..................................... 1,262,844
Distribution (12b-1) and Service Fees (Attributed to Classes
A, B and C of $113,849, $781,645 and $37,816,
respectively)............................................. 933,310
Shareholder Services........................................ 185,508
Custody..................................................... 86,456
Amortization of Organizational Costs........................ 33,982
Trustees' Fees and Expenses................................. 29,318
Legal....................................................... 16,532
Other....................................................... 343,480
------------
Total Operating Expenses.............................. 2,891,430
Less Expenses Waived.................................. 118,837
------------
Net Operating Expenses................................ 2,772,593
Interest Expense...................................... 2,151,078
------------
NET INVESTMENT INCOME....................................... $ 9,217,102
----------
NET REALIZED AND UNREALIZED GAIN/LOSS:
Realized Gain/Loss:
Investments............................................... $ 3,963,593
Options................................................... (467,470)
Futures................................................... (3,234,026)
Forwards.................................................. (1,497,004)
Foreign Currency Transactions............................. (19,018)
------------
Net Realized Loss........................................... (1,253,925)
------------
Net Unrealized Appreciation/Depreciation:
Beginning of the Period..................................... 2,587,120
------------
End of the Period:
Investments............................................... (431,623)
Options................................................... 311,905
Futures................................................... (727,773)
Forwards.................................................. (329,325)
Foreign Currency Translation.............................. 128
------------
(1,176,688)
------------
Net Unrealized Depreciation During the Period............... (3,763,808)
------------
NET REALIZED AND UNREALIZED LOSS............................ $ (5,017,733)
----------
NET INCREASE IN NET ASSETS FROM OPERATIONS.................. $ 4,199,369
----------
</TABLE>

See Notes to Financial Statements

B-61
<PAGE> 292

STATEMENT OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED
JUNE 30, 1998 AND 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended Year Ended
June 30, 1998 June 30, 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income.................................... $ 9,217,102 $ 8,581,357
Net Realized Gain/Loss................................... (1,253,925) 2,999,390
Net Unrealized Appreciation/Depreciation During the
Period.................................................. (3,763,808) 3,381,566
------------ ------------
Change in Net Assets from Operations..................... 4,199,369 14,962,313
------------ ------------
Distributions from Net Investment Income................. (9,238,901) (8,604,269)
Distributions in Excess of Net Investment Income......... -0- (27,347)
------------ ------------
Distributions from and in Excess of Net Investment
Income*................................................. (9,238,901) (8,631,616)
------------ ------------
NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES...... (5,039,532) 6,330,697
------------ ------------
FROM CAPITAL TRANSACTIONS:
Proceeds from Shares Sold................................ 37,212,204 40,557,345
Net Asset Value of Shares Issued Through Dividend
Reinvestment............................................ 4,088,237 3,498,095
Cost of Shares Repurchased............................... (34,763,480) (25,388,033)
------------ ------------
NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS....... 6,536,961 18,667,407
------------ ------------
TOTAL INCREASE IN NET ASSETS............................. 1,497,429 24,998,104
NET ASSETS:
Beginning of the Period.................................. 123,866,872 98,868,768
------------ ------------
End of the Period (Including accumulated undistributed
net investment income of $(1,909,557) and $150,395,
respectively)........................................... $125,364,301 $123,866,872
============ ============
</TABLE>

See Notes to Financial Statements

B-62
<PAGE> 293

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
December 31, 1993
(Commencement
Year Ended June 30, of Investment
------------------------------------- Operations) to
Class A Shares 1998 1997 1996 1995 June 30, 1994
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Net Asset Value, Beginning of the
Period......................... $12.778 $12.065 $11.704 $11.975 $14.300
------- ------- ------- ------- -------
Net Investment Income............ .973 1.019 1.013 .657 .566
Net Realized and Unrealized
Gain/Loss...................... (.489) .714 .446 .272 (2.391)
------- ------- ------- ------- -------
Total from Investment
Operations..................... .484 1.733 1.459 .929 (1.825)
------- ------- ------- ------- -------
Less:
Distributions from and in
Excess of Net Investment
Income....................... .976 1.020 1.098 .793 .500
Return of Capital
Distribution................. -0- -0- -0- .407 -0-
------- ------- ------- ------- -------
Total Distributions.............. .976 1.020 1.098 1.200 .500
------- ------- ------- ------- -------
Net Asset Value, End of the
Period......................... $12.286 $12.778 $12.065 $11.704 $11.975
======= ======= ======= ======= =======
Total Return* (a)................ 3.89% 14.92% 12.92% 8.46% (12.83%)**
Net Assets at End of the Period
(In millions).................. $ 45.3 $ 43.8 $ 33.8 $ 29.6 $ 24.5
Ratio of Operating Expenses to
Average Net Assets*............ 1.68% 1.81% 1.84% 1.98% 1.88%
Ratio of Interest Expense to
Average Net Assets............. 1.69% 1.99% 2.27% 2.38% .96%
Ratio of Net Investment Income to
Average Net Assets*............ 7.72% 8.12% 8.34% 5.88% 9.27%
Portfolio Turnover............... 523% 474% 343% 253% 114%**
* If certain expenses had not been reimbursed by Van Kampen, Total
Return would have been lower and the ratios would have been as
follows:
Ratio of Operating Expenses to
Average Net Assets............. 1.78% 1.86% 1.92% N/A N/A
Ratio of Net Investment Income to
Average Net Assets............. 7.63% 8.07% 8.26% N/A N/A
</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.

N/A = Not Applicable

See Notes to Financial Statements

B-63
<PAGE> 294
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
December 31, 1993
(Commencement
Year Ended June 30, of Investment
------------------------------------- Operations) to
Class B Shares 1998 1997 1996 1995 June 30, 1994
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Net Asset Value, Beginning of the
Period......................... $12.779 $12.069 $11.706 $11.968 $14.300
------- ------- ------- ------- -------
Net Investment Income............ .878 .920 .926 .585 .515
Net Realized and Unrealized
Gain/Loss...................... (.491) .717 .443 .245 (2.392)
------- ------- ------- ------- -------
Total from Investment
Operations..................... .387 1.637 1.369 .830 (1.877)
------- ------- ------- ------- -------
Less:
Distributions from and in
Excess of Net Investment
Income....................... .880 .927 1.006 .722 .455
Return of Capital
Distribution................. -0- -0- -0- .370 -0-
------- ------- ------- ------- -------
Total Distributions.............. .880 .927 1.006 1.092 .455
------- ------- ------- ------- -------
Net Asset Value, End of the
Period......................... $12.286 $12.779 $12.069 $11.706 $11.968
======= ======= ======= ======= =======
Total Return* (a)................ 3.11% 13.98% 12.06% 7.62% (13.21%)**
Net Assets at End of the Period
(In millions).................. $ 76.2 $ 76.2 $ 61.9 $ 52.6 $ 46.4
Ratio of Operating Expenses to
Average Net Assets*............ 2.44% 2.57% 2.59% 2.68% 2.63%
Ratio of Interest Expense to
Average Net Assets............. 1.69% 1.98% 2.26% 2.38% .96%
Ratio of Net Investment Income to
Average Net Assets*............ 6.96% 7.33% 7.58% 5.30% 8.48%
Portfolio Turnover............... 523% 474% 343% 253% 114%**
* If certain expenses had not been reimbursed by Van Kampen, Total
Return would have been lower and the ratios would have been as
follows:
Ratio of Operating Expenses to
Average Net Assets............. 2.54% 2.61% 2.67% N/A N/A
Ratio of Net Investment Income to
Average Net Assets............. 6.86% 7.28% 7.50% N/A N/A
</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.

N/A = Not Applicable

See Notes to Financial Statements

B-64
<PAGE> 295
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
December 31, 1993
(Commencement
Year Ended June 30, of Investment
------------------------------------- Operations) to
Class C Shares 1998 1997 1996 1995 June 30, 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the
Period......................... $12.768 $12.059 $11.699 $11.966 $14.300
------- ------- ------- ------- -------
Net Investment Income............ .876 .913 .944 .598 .509
Net Realized and Unrealized
Gain/Loss...................... (.490) .723 .422 .227 (2.388)
------- ------- ------- ------- -------
Total from Investment
Operations..................... .386 1.636 1.366 .825 (1.879)
------- ------- ------- ------- -------
Less:
Distributions from and in
Excess of Net Investment
Income....................... .880 .927 1.006 .722 .455
Return of Capital
Distribution................. -0- -0- -0- .370 -0-
------- ------- ------- ------- -------
Total Distributions.............. .880 .927 1.006 1.092 .455
------- ------- ------- ------- -------
Net Asset Value, End of the
Period......................... $12.274 $12.768 $12.059 $11.699 $11.966
======= ======= ======= ======= =======
Total Return* (a)................ 3.03% 13.99% 12.07% 7.53% (13.21%)**
Net Assets at End of the Period
(In millions).................. $ 3.9 $ 3.8 $ 3.1 $ 1.7 $ 2.1
Ratio of Operating Expenses to
Average Net Assets*............ 2.44% 2.56% 2.58% 2.69% 2.65%
Ratio of Interest Expense to
Average Net Assets............. 1.69% 1.98% 2.22% 2.38% .95%
Ratio of Net Investment Income to
Average Net Assets*............ 6.96% 7.31% 7.49% 5.92% 8.36%
Portfolio Turnover............... 523% 474% 343% 253% 114%**
* If certain expenses had not been reimbursed by Van Kampen, Total
Return would have been lower and the ratios would have been as
follows:
Ratio of Operating Expenses to
Average Net Assets............. 2.54% 2.61% 2.66% N/A N/A
Ratio of Net Investment Income to
Average Net Assets............. 6.87% 7.27% 7.41% N/A N/A
</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.

N/A = Not Applicable

See Notes to Financial Statements

B-65
<PAGE> 296

NOTES TO FINANCIAL STATEMENTS

June 30, 1998
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen Strategic Income Fund, formerly known as Van Kampen American Capital
Strategic Income Fund, (the "Fund") is organized as a series of Van Kampen Trust
(the "Trust"), a Delaware business trust, and is registered as a non-diversified
open-end management investment company under the Investment Company Act of 1940,
as amended. The Fund's primary investment objective is to seek to provide
shareholders with high current income, while its' secondary investment objective
is to seek capital appreciation. The Fund will allocate its investments among
the following market sectors: U.S. government securities, domestic investment
grade income securities, domestic lower grade income securities, foreign
investment grade income securities and foreign lower grade income securities.
The Fund borrows money for investment purposes which will create the opportunity
for enhanced return, but also should be considered a speculative technique and
may increase the Fund's volatility. The Fund commenced investment operations on
December 31, 1993, with three classes of common shares, Class A, Class B and
Class C shares.

A. SECURITY VALUATION--Investments are stated at value using market quotations,
prices provided by market makers or, if such valuations are not available,
estimates obtained from yield data relating to instruments or securities with
similar characteristics in accordance with procedures established in good faith
by the Board of Trustees. Foreign investments are stated at value using the last
available bid price or yield equivalents obtained from dealers in the
over-the-counter (OTC) or interbank market. Short-term securities with remaining
maturities of 60 days or less are valued at amortized cost.

B-66
<PAGE> 297
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

with its custodian, assets having an aggregate value at least equal to the
amount of the when issued or delayed delivery purchase commitments until payment
is made.

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

E. ORGANIZATIONAL COSTS--The Fund has reimbursed Van Kampen Funds Inc. or its
affiliates (collectively "Van Kampen") for costs incurred in connection with the
Fund's organization in the amount of $170,000. These costs are being amortized
on a straight line basis over the 60 month period ending December 31, 1998. Van
Kampen Investment Advisory Corp. (the "Adviser") has agreed that in the event
any of the initial shares of the Fund originally purchased by Van Kampen are
redeemed during the amortization period, the Fund will be reimbursed for any
unamortized organizational costs in the same proportion as the number of shares
redeemed bears to the number of initial shares held at the time of redemption.

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

The Fund intends to utilize provisions of the federal income tax laws which
allow it to carry a realized capital loss forward for eight years following the
year of the loss and offset such losses against any future realized capital
gains. At June 30, 1998, the Fund had an accumulated capital loss carryforward
for tax purposes of $4,278,802 which will expire between June 30, 2003 and June
30, 2004. Net realized gains or losses may differ for financial and tax
reporting purposes primarily as a result of post October 31 losses which are not
recognized for tax purposes until the first day of the following fiscal year and
as a result of gains or losses recognized for tax purposes on the mark to market
of open options, futures and forward transactions at June 30, 1998.

B-67
<PAGE> 298
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1998, for federal income tax purposes, cost of long-term
investments is $175,236,004; the aggregate gross unrealized appreciation is
$2,676,509 and the aggregate gross unrealized depreciation is $3,194,312,
resulting in net unrealized depreciation on investments and swaps of $517,803.

G. DISTRIBUTION OF INCOME AND GAINS--The Fund declares daily and pays monthly
dividends from net investment income. Net investment income for federal income
tax purposes includes gains and losses realized on transactions in foreign
currencies and options and futures on foreign currencies. These realized gains
and losses are included as net realized gains or losses for financial reporting
purposes. Permanent book and tax basis differences relating to the recognition
of net realized losses on foreign currency translations totaling $2,038,153 were
reclassified from accumulated net realized gain/loss to accumulated
undistributed net investment income.

Net realized gains, if any, are distributed annually.

<TABLE>
<CAPTION>
AVERAGE MANAGED ASSETS % PER ANNUM
- ------------------------------------------------------------------------
<S> <C>
First $500 million...................................... .75 of 1%
Next $500 million....................................... .70 of 1%
Over $1 billion......................................... .65 of 1%
</TABLE>

For the year ended June 30, 1998, the Fund recognized expenses of
approximately $4,600 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom (Illinois), counsel to the Fund, of which a trustee of the
Fund is an affiliated person.

For the year ended June 30, 1998, the Fund recognized expenses of
approximately $29,600 representing Van Kampen's cost of providing accounting,
cash management and legal services to the Fund.

Van Kampen Investor Services Inc. ("VKIS"), an affiliate of the Adviser,
serves as the shareholder servicing agent for the Fund. For the year ended June
30, 1998, the Fund recognized expenses of approximately $129,400. Beginning in
1998, the transfer agency fees are determined through negotiations with the
Fund's Board of Trustees and are based on competitive market benchmarks.

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

B-68
<PAGE> 299
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1998, Van Kampen owned 100 shares each of Classes A, B and C.

At June 30, 1998, capital aggregated $47,827,145, $80,771,259 and $4,134,265
for Classes A, B and C, respectively. For the year ended June 30, 1998,
transactions were as follows:

<TABLE>
<CAPTION>
SHARES VALUE
- ---------------------------------------------------------------------------
<S> <C> <C>
Sales:
Class A.................................... 1,118,648 $ 14,164,929
Class B.................................... 1,677,599 21,153,724
Class C.................................... 150,464 1,893,551
---------- ------------
Total Sales.................................. 2,946,711 $ 37,212,204
---------- ------------
Dividend Reinvestment:
Class A.................................... 131,101 $ 1,649,403
Class B.................................... 180,125 2,266,285
Class C.................................... 13,723 172,549
---------- ------------
Total Dividend Reinvestment.................. 324,949 $ 4,088,237
---------- ------------
Repurchases:
Class A.................................... (990,262) $(12,470,355)
Class B.................................... (1,620,464) (20,396,054)
Class C.................................... (150,449) (1,897,071)
---------- ------------
Total Repurchases............................ (2,761,175) $(34,763,480)
---------- ------------
</TABLE>

B-69
<PAGE> 300
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1997, capital aggregated $44,483,168, $77,747,304 and $3,965,236
for Classes A, B and C, respectively. For the year ended June 30, 1997,
transactions were as follows:

<TABLE>
<CAPTION>
SHARES VALUE
- ---------------------------------------------------------------------------
<S> <C> <C>
Sales:
Class A.................................... 1,136,784 $ 14,246,123
Class B.................................... 1,951,416 24,358,899
Class C.................................... 156,283 1,952,323
---------- ------------
Total Sales.................................. 3,244,483 $ 40,557,345
========== =============
Dividend Reinvestment:
Class A.................................... 102,757 $ 1,289,971
Class B.................................... 163,577 2,052,790
Class C.................................... 12,383 155,334
---------- ------------
Total Dividend Reinvestment.................. 278,717 $ 3,498,095
========== =============
Repurchases:
Class A.................................... (614,505) $ (7,723,135)
Class B.................................... (1,282,624) (16,096,646)
Class C.................................... (125,528) (1,568,252)
---------- ------------
Total Repurchases............................ (2,022,657) $(25,388,033)
========== =============
</TABLE>

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE
YEAR OF REDEMPTION CLASS B CLASS C
- ------------------------------------------------------------------------------
<S> <C> <C>
First.............................................. 4.00% 1.00%
Second............................................. 3.75% None
Third.............................................. 3.50% None
Fourth............................................. 2.50% None
Fifth.............................................. 1.50% None
Sixth.............................................. 1.00% None
Seventh and Thereafter............................. None None
</TABLE>

B-70

<PAGE> 301
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

For the year ended June 30, 1998, Van Kampen, as Distributor for the Fund,
received commissions on sales of the Fund's Class A shares of approximately
$27,600 and CDSC on redeemed shares of approximately $236,400. Sales charges do
not represent expenses of the Fund.

4. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $858,569,959 and $859,486,340,
respectively.

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

Summarized below are the specific types of derivative financial instruments
used by the Fund.

B-71
<PAGE> 302
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

Transactions in options for the year ended June 30, 1998, were as follows:

<TABLE>
<CAPTION>
CONTRACTS PREMIUM
- ---------------------------------------------------------------------------
<S> <C> <C>
Outstanding at June 30, 1997................... 1,627 $ (246,766)
Options Written and Purchased (Net)............ 3,233 (1,540,015)
Options Terminated in Closing
Transactions (Net)........................... (3,781) 1,130,290
Options Expired (Net).......................... (778) 384,716
------ -----------
Outstanding at June 30, 1998................... 301 $ (271,775)
========= ============
</TABLE>

The related futures contracts of the outstanding option transactions as of
June 30, 1998, and the descriptions and market values are as follows:

<TABLE>
<CAPTION>
MARKET
EXPIRATION MONTH/ VALUE OF
DESCRIPTION CONTRACTS EXERCISE PRICE OPTIONS
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Euro $ Futures
Sep 1998--Purchased Put.......... 100 Sep/94 $ 2,500
Sep 1998--Purchased Put.......... 50 Sep/94 1,250
Sep 1998--Written Call........... 100 Sep/94.50 (5,000)
Sep 1998--Written Call........... 50 Sep/94.50 (2,500)
J.P. Morgan Emerging Markets
Index
Written Put...................... 1 Jul/364.56 587,430
------ --------
301 $583,680
------- --------
</TABLE>

Upon entering into futures contracts, the Fund maintains, in a segregated
account with its custodian, securities with a value equal to its obligation
under the futures contracts. During the period the futures contract is open,
payments are received from or made to the broker based upon changes in the value
of the contract (the variation margin). The risk of loss associated with a
futures contract may be in excess of the variation margin reflected on the
Statement of Assets and Liabilities. The cost of securities acquired through
delivery under a contract is adjusted by the unrealized gain or loss on the
contract.

B-72
<PAGE> 303
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

Transactions in futures contracts for the year ended June 30, 1998, were as
follows:

<TABLE>
<CAPTION>
CONTRACTS
- ------------------------------------------------------------------------
<S> <C>
Outstanding at June 30, 1997............................... 689
Futures Opened............................................. 7,096
Futures Closed............................................. (7,156)
------
Outstanding at June 30, 1998............................... 629
=========
</TABLE>

The futures contracts outstanding as of June 30, 1998, and the descriptions
and unrealized appreciation/depreciation are as follows:

<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION/
CONTRACTS DEPRECIATION
- ---------------------------------------------------------------------------
<S> <C> <C>
SHORT CONTRACTS:
10-Year British Gilt Future Sep 1998
(Current notional value $108,680 per
contract)................................... 10 10,153
10-Year German Mark Future Sep 1998
(Current notional value $270,900 per
contract)................................... 20 (51,940)
10-Year Japanese Bond Future Sep 1998
(Current notional value $959,716 per
contract)................................... 3 20,818
U.S. Treasury Bond Future Sep 1998
(Current notional value $123,594 per
contract)................................... 205 (489,258)
2-Year U.S. Treasury Note Future Sep 1998
(Current notional value $208,375 per
contract)................................... 41 (17,937)
5-Year U.S. Treasury Note Future Sep 1998
(Current notional value $109,688 per
contract)................................... 350 (199,609)
--- ---------
629 $(727,773)
========= =============
</TABLE>

B-73
<PAGE> 304
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

At June 30, 1998, the Fund has outstanding forward currency contracts as
follows:

<TABLE>
<CAPTION>
UNREALIZED
FORWARD CURRENT APPRECIATION/
CURRENCY VALUE DEPRECIATION
- ------------------------------------------------------------------------
<S> <C> <C>
LONG CONTRACTS:
German Mark,
13,952,655 expiring 07/01/98-08/03/98.... $ 7,745,288 $ (172,982)
Indonesian Rupiah,
1,762,500,000 expiring
09/29/98-02/02/99........................ 101,722 (198,278)
Japanese Yen,
558,900,000 expiring 07/01/98............ 4,042,696 (16,128)
Philippine Peso,
49,900,000 expiring 08/04/98-09/29/98.... 1,181,968 (68,032)
South Korean Won,
650,000,000 expiring 08/03/98-03/04/99... 431,077 31,078
Thailand Baht,
12,550,000 expiring 09/29/98-01/28/99.... 276,883 (23,117)
----------- -----------
$13,779,634 (447,459)
----------- -------------
SHORT CONTRACTS:
Hong Kong Dollar,
1,948,750 expiring 08/14/98.............. 250,515 (515)
Japanese Yen,
262,300,000 expiring 08/03/98............ 1,906,635 93,365
Malaysian Ringgit,
1,000,000 expiring 08/14/98.............. 235,907 14,093
New Taiwan Dollar,
8,500,000 expiring 08/14/98.............. 243,902 6,098
Singapore Dollar,
413,750 expiring 08/14/98................ 244,907 5,093
----------- -----------
$ 2,881,866 118,134
----------- -------------
$ (329,325)
-------------
</TABLE>

At June 30, 1998, the Fund has realized gains on closed but unsettled
forward currency contracts of $619,628 scheduled to settle between July 2, 1998
and February 3, 1999.

B-74
<PAGE> 305
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

E. INVERSE FLOATING SECURITY--These instruments, which are identified in the
portfolio of investments, have a coupon which is inversely indexed to a
short-term floating interest rate multiplied by a specified factor. As the
floating rate rises, the coupon is reduced. Conversely, as the floating rate
declines, the coupon is increased. The price of these securities may be more
volatile than the price of a comparable fixed rate security. These instruments
are typically used by the Fund to enhance the yield of the portfolio.

6. MORTGAGE-BACKED SECURITIES

A Mortgage-Backed Security (MBS) is a pass-through security created by pooling
mortgages and selling participations in the principal and interest payments
received from borrowers. Most of these securities are guaranteed by federally
sponsored agencies such as Federal National Mortgage Association (FNMA).

A REMIC (Real Estate Mortgage Investment Conduit) is a bond which is
collateralized by a pool of MBS's. These MBS pools are divided into classes or
tranches with each class having its own characteristics.

A MBS may also be stripped to create an Interest Only (IO) security. An IO
represents ownership in the cash flows of the interest payments made from a
specific pool of MBS. The cash flow on this instrument decreases as the mortgage
principal balance is repaid by the borrower. IO's are typically used to manage
interest rate exposure in the Fund's portfolio.

7. DISTRIBUTION AND SERVICE PLANS

B-75
<PAGE> 306
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1998
- --------------------------------------------------------------------------------

8. BORROWINGS

In accordance with its investment policies, the Fund may borrow money from banks
or enter into reverse repurchase agreements or dollar rolls for investment
purposes in an amount up to 33.3% of its total assets.

The Fund has entered into a $60,000,000 revolving credit agreement which
expires on May 31, 1999. Interest is charged under the agreement at a rate of
.425% above the federal funds rate. The interest rate in effect at June 30,
1998, was 6.800%. An annual facility fee of .075% is charged on the unused
portion of the credit line.

The Fund has entered into reverse repurchase agreements with Warburg Dillon
Read LLC, formerly Union Bank of Switzerland, under which the Fund sells
securities and agrees to repurchase them on July 1, 1998 at a mutually agreed
upon price. At June 30, 1998, the average interest rate in effect for reverse
repurchase agreements was 4.18%.

The average daily balance of bank borrowings and reverse repurchase
agreements for the year ended June 30, 1998, was approximately $43,522,971 with
an average interest rate of 5.10%.

At June 30, 1998, these agreements represented 30.1% of the Fund's total
assets.

B-76

<PAGE> 307

PART C: OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

List all financial statements and exhibits as part of the Registration
Statement.

(A) FINANCIAL STATEMENTS:

For each of the following funds:

Van Kampen High Yield Fund

Van Kampen Short-Term Global Income Fund

Van Kampen Strategic Income Fund

Included in Part A of Registration Statement:

Financial Highlights

Included in Part B of Registration Statement:

Independent Accountants' Report
Financial Statements
Notes to Financial Statements

(B) EXHIBITS:
(1)(a) Agreement and Declaration of Trust(39)

(b) Second Certificate of Amendment dated July 14, 1998 to Agreement
and Declaration of Trust+

(i) Van Kampen High Yield Fund+

(ii) Van Kampen Short-Term Global Income Fund+

(iii) Van Kampen Strategic Income Fund+

(2) By-Laws(39)
(4) Specimen Share Certificates for:

(a) Van Kampen High Yield Fund

(i) Class A Shares(41)
(ii) Class B Shares(41)
(iii) Class C Shares(41)

(b) Van Kampen Short-Term Global Income Fund

(i) Class A Shares(39)

(ii) Class B Shares(39)

(iii) Class C Shares(39)

(i) Class A Shares(41)

(ii) Class B Shares(41)

(iii) Class C Shares(41)

(5)(a) Investment Advisory Agreement for:

(i) Van Kampen High Yield Fund(42)

(ii) Van Kampen Short-Term Global Income Fund(42)

(iii) Van Kampen Strategic Income Fund(42)

(6)(a) Distribution and Service Agreement for:

(i) Van Kampen High Yield Fund(42)

(ii) Van Kampen Short-Term Global Income Fund(42)

(iii) Van Kampen Strategic Income Fund(42)

(b) Form of Dealer Agreement(32)
(c) Form of Broker Fully Disclosed Selling Agreement(32)
(d) Form of Bank Fully Disclosed Selling Agreement(32)

(8)(a) Custodian Contract(42)

(b) Transfer Agency and Service Agreement(42)

C-1
<PAGE> 308

(9)(a) Fund Accounting Agreement(42)

(b) Amended and Restated Legal Services Agreement(42)

(10) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois):

(a) Van Kampen High Yield Fund(36)

(b) Van Kampen Short-Term Global Income Fund(35)

(11) Consent of KPMG Peat Marwick LLP:

(a) Van Kampen High Yield Fund+

(b) Van Kampen Short-Term Global Income Fund+

(13) Letter of Understanding relating to initial capital(41)
(15)(a) Distribution Plan Pursuant to Rule 12b-1 for:

(i) Van Kampen High Yield Fund(41)

(ii) Van Kampen Short-Term Global Income Fund(39)

(iii) Van Kampen Strategic Income Fund(41)

(b) Form of Shareholder Assistance Agreement(41)
(c) Form of Administrative Services Agreement(41)
(d) Service Plan for:

(i) Van Kampen High Yield Fund(41)

(ii) Van Kampen Short-Term Global Income Fund(39)

(iii) Van Kampen Strategic Income Fund(41)

(16)(a) Computation of Performance Quotations:

(i) Van Kampen High Yield Fund+

(ii) Van Kampen Short-Term Global Income Fund+

(iii) Van Kampen Strategic Income Fund+

(17)(a) List of certain investment companies in response to Item
29(a)+

(b) List of officers and directors of Van Kampen Funds Inc. in
response to Item 29(b)+

(18) Amended Multi-Class Plan(42)

(24) Power of Attorney+
(27) Financial Data Schedules+
- ---------------
* Incorporated herein by reference to Registrant's Registration Statement on
Form N-1A, File Number 33-4410.

(6) Incorporated herein by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410.

(20) Incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410.

(32) Incorporated herein by reference to Post-Effective Amendment No. 32 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410.

(35) Incorporated herein by reference to Post-Effective Amendment No. 35 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410.

(36) Incorporated herein by reference to Post-Effective Amendment No. 36 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410.

(39) Incorporated herein by reference to Post-Effective Amendment No. 39 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410.

(41) Incorporated herein by reference to Post-Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410, as
Filed on October 28, 1996.

(42) Incorporated herein by reference to Post-Effective Amendment No. 42 to
Registrant's Registration Statement on Form N-1A, File Number 33-4410 as
Filed on October 28, 1997.

+ Filed herewith.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

See the Statement of Additional Information.

C-2
<PAGE> 309

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of October 16, 1998:

<TABLE>
<CAPTION>
(2)
(1) NUMBER OF
TITLE OF CLASS RECORD HOLDERS
-------------- --------------
<S> <C>
Shares of Beneficial Interest, $0.01 par value
(i) Van Kampen High Yield Fund:
Class A Shares.................................... 14,443
Class B Shares.................................... 5,818
Class C Shares.................................... 549
(ii) Van Kampen Short-Term Global Income Fund:
Class A Shares.................................... 3,687
Class B Shares.................................... 1,059
Class C Shares.................................... 23
(iii) Van Kampen Strategic Income Fund:
Class A Shares.................................... 2,471
Class B Shares.................................... 3,591
Class C Shares.................................... 330
</TABLE>

ITEM 27. INDEMNIFICATION.

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

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

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

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

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission

C-3
<PAGE> 310

such indemnification is against public policy as expressed in the Act and is,
therefor unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by the trustee, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

See "Investment Advisory Services" in the Prospectus and "Investment
Advisory and Other Services" and "Trustees and Officers" in the Statement of
Additional Information for information regarding the business of the Adviser.
For information as to the business, profession, vocation and employment of a
substantial nature of each of the officers and directors of Van Kampen
Investment Advisory Corp., reference is made to the Adviser's current Form ADV
(File No. 801-18161) filed under the Investment Advisers Act of 1940, as
amended, incorporated herein by reference.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) The sole principal underwriter is Van Kampen Funds Inc., which acts as
principal underwriter for certain investment companies and unit investment
trusts set forth in Exhibit 17(a) incorporated by reference herein.

(b) Van Kampen Funds Inc., which is an affiliated person of an affiliated
person of Registrant, is the sole principal underwriter for Registrant. The
name, principal business address and positions and offices with Van Kampen Funds
Inc. of each of the directors and officers thereof are set forth in Exhibit
17(b). Except as disclosed under the heading, "Trustees and Officers" in Part B
of this Registration Statement, none of such persons has any position or office
with Registrant.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

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

ITEM 31. MANAGEMENT SERVICES.

Not applicable.

ITEM 32. UNDERTAKINGS.

(a) Not Applicable.

(b) Not Applicable.

C-4
<PAGE> 311

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, VAN KAMPEN TRUST, certifies that
it meets all of the requirements for effectiveness of this Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Oakbrook
Terrace and the State of Illinois, on the 28th day of October, 1998.

VAN KAMPEN TRUST

By: /s/ RONALD A. NYBERG
---------------------------------------
Ronald A. Nyberg, Vice President and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed on October 28, 1998 by the
following persons in the capacities indicated:

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

/s/ DENNIS J. MCDONNELL* President
- -----------------------------------------------------
Dennis J. McDonnell

Principal Financial Officer:

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

Trustees:

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

/s/ RICHARD M. DEMARTINI* Trustee
- -----------------------------------------------------
Richard M. DeMartini

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

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

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

/s/ DON G. POWELL* Trustee
- -----------------------------------------------------
Don G. Powell

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

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

Trustee
- -----------------------------------------------------
Paul G. Yovovich

/s/ WAYNE W. WHALEN* Trustee
- -----------------------------------------------------
Wayne W. Whalen
- ------------
* Signed by Ronald A. Nyberg pursuant to a power of attorney.

/s/ RONALD A. NYBERG October 28, 1998
- -----------------------------------------------------
Ronald A. Nyberg
Attorney-in-Fact
</TABLE>

<PAGE> 312

SCHEDULE OF EXHIBITS TO

POST-EFFECTIVE AMENDMENT 43 TO FORM N-1A

AS SUBMITTED TO THE SECURITIES AND EXCHANGE

COMMISSION ON OCTOBER 28, 1998

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
(1)(b) Second Certificate of Amendment to Agreement and Declaration
of Trust
(c) Second Amended and Restated Certificate of Designation for:
(i) Van Kampen High Yield Fund
(ii) Van Kampen Short-Term Global Fund
(iii) Van Kampen Strategic Income Fund
(11) Consent of KPMG Peat Marwick LLP:
(a) Van Kampen High Yield Fund
(b) Van Kampen Short-Term Global Income Fund
(c) Van Kampen Strategic Income Fund
(16)(a) Computation of Performance Quotations:
(i) Van Kampen High Yield Fund
(ii) Van Kampen Short-Term Global Income Fund
(iii) Van Kampen Strategic Income Fund
(17)(a) List of certain investment companies in response to Item
29(a)
(b) List of officers and directors of Van Kampen Funds Inc. in
response to Item 29(b)
(24) Power of Attorney
(27) Financial Data Schedules
</TABLE>

<PAGE> 1
EXHIBIT (1)(b)

CERTIFICATE OF AMENDMENT DATED JULY 14, 1998
TO

AGREEMENT AND DECLARATION OF TRUST DATED MAY 10, 1995

WHEREAS, the Trustees of Van Kampen American Capital Trust, a Delaware
business trust (the "Trust") have approved the amendment of the Trust's
Agreement and Declaration of Trust dated May 10, 1995 ("Declaration of Trust")
in accordance with Section 9.5 thereof;

WHEREAS, the Trustees have authorized the proper officers of the Trust,
including the officer whose name appears below, to effect such amendment;

NOW, THEREFORE, the Declaration of Trust is amended as follows:

1. The first sentence of Section 1.1 is amended and restated in its
entirety to read as follows:

1.1 Name. The name of the Trust shall be

"VAN KAMPEN TRUST"

and so far as may be practicable, the Trustees shall conduct
the Trust's activities, execute all documents and sue or be
sued under that name, which name (and the word "Trust" wherever
used in this Agreement and Declaration of Trust, except where
the context otherwise requires) shall refer to the Trustees in
their capacity as Trustees, and not individually or personally,
and shall not refer to the officers, agents or employees of the
Trust or of such Trustees, or to the holders of the Shares of
Beneficial Interest of the Trust or any Series. If the Trustees
determine that the use of such name is not practicable, legal
or convenient at any time or in any jurisdiction, or if the
Trust is required to discontinue the use of such name pursuant
to Section 10.7 hereof, then subject to that Section, the
Trustees may use such other designation, or they may adopt such
other name for the Trust as they deem proper, and the Trust may
hold property and conduct its activities under such designation
or name.

EXECUTED, to be effective as of July 14, 1998

/s/ Ronald A. Nyberg
----------------------------------
Ronald A. Nyberg,
Secretary

<PAGE> 1
EXHIBIT (1)(c)(i)

VAN KAMPEN TRUST
Second Amended and Restated Certificate of Designation
of
Van Kampen High Yield Fund

The undersigned, being the Secretary of Van Kampen Trust, a Delaware business
trust (the "Trust"), pursuant to the authority conferred upon the Trustees of
the Trust by Section 6.1 of the Trust's Agreement and Declaration of Trust
("Declaration"), and by the affirmative vote of a Majority of the Trustees does
hereby amend and restate in its entirety the Amended and Restated Certificate of
Designation of the Van Kampen American Capital High Yield Fund Series of the
Trust dated December 12, 1996 by redesignating such Series as the Van Kampen
High Yield Fund Series (the "Fund") with the following rights, preferences and
characteristics:

1. Shares. The beneficial interest in the Fund shall be divided into Shares
having a nominal or par value of $0.01 per Share, of which an unlimited number
may be issued, which Shares shall represent interests only in the Fund. The
Trustees shall have the authority from time to time to authorize separate Series
of Shares for the Trust as they deem necessary or desirable.

2. Classes of Shares. The Shares of the Fund shall be initially divided into
three classes--Class A, Class B and Class C. The Trustees shall have the
authority from time to time to authorize additional Classes of Shares of the
Fund

3. Sales Charges. Each Class A, Class B and Class C Share shall be subject to
such sales charges, if any, as may be established from time to time by the
Trustees in accordance with the Investment Company Act of 1940 (the "1940 Act")
and applicable rules and regulations of the National Association of Securities
Dealers, Inc., all as set forth in the Fund's prospectus.

4. Conversion. Each Class B Share and certain Class C Shares of the Fund shall
be converted automatically, and without any action or choice on the part of the
Shareholder thereof, into Class A Shares of the Fund at such times and pursuant
to such terms, conditions and restrictions as may be established by the Trustees
and as set forth in the Fund's Prospectus.

5. Allocation of Expenses Among Classes. Expenses related solely to a particular
Class (including, without limitation, distribution expenses under an
administrative or service agreement, plan or other arrangement, however
designated) shall be borne by that Class and shall be appropriately reflected
(in a manner determined by the Trustees) in the net asset value, dividends,
distribution and liquidation rights of the Shares of that Class.

<PAGE> 2

6. Special Meetings. A special meeting of Shareholders of a Class of the Fund
may be called with respect to the Rule 12b-1 distribution plan applicable to
such Class or with respect to any other proper purpose affecting only holders of
shares of such Class at any time by a Majority of the Trustees.

7. Other Rights Governed by Declaration. All other rights, preferences,
qualifications, limitations and restrictions with respect to Shares of any
Series of the Trust or with respect to any Class of Shares set forth in the
Declaration shall apply to Shares of the Fund unless otherwise specified in this
Certificate of Designation, in which case this Certificate of Designation shall
govern.

8. Amendments, etc. Subject to the provisions and limitations of Section 9.5 of
the Declaration and applicable law, this Certificate of Designation may be
amended by an instrument signed in writing by a Majority of the Trustees (or by
any officer of the Trust pursuant to the vote of a Majority of the Trustees) or
when authorized to do so by the vote in accordance with the Declaration of the
holders of a majority of all the Shares of the Fund outstanding and entitled to
vote or, if such amendment affects the Shares of one or more but not all of the
Classes of the Fund, the holders of a majority of all the Shares of the affected
Classes outstanding and entitled to vote.

9. Incorporation of Defined Terms. All capitalized terms which are not defined
herein shall have the same meaning as ascribed to those terms in the
Declaration.

July 14, 1998

/s/ Ronald A. Nyberg
------------------------------
Ronald A. Nyberg, Secretary

<PAGE> 1
EXHIBIT (1)(c)(ii)
VAN KAMPEN TRUST
Second Amended and Restated Certificate of Designation
of
Van Kampen Short-Term Global Income Fund

The undersigned, being the Secretary of Van Kampen Trust, a Delaware business
trust (the "Trust"), pursuant to the authority conferred upon the Trustees of
the Trust by Section 6.1 of the Trust's Agreement and Declaration of Trust
("Declaration"), and by the affirmative vote of a Majority of the Trustees does
hereby amend and restate in its entirety the Amended and Restated Certificate of
Designation of the Van Kampen American Capital Short-Term Global Income Fund
Series of the Trust dated December 12, 1996 by redesignating such Series as the
Van Kampen Short-Term Global Income Fund Series (the "Fund") with the following
rights, preferences and characteristics:

<PAGE> 2

9. Incorporation of Defined Terms. All capitalized terms which are not defined
herein shall have the same meaning as ascribed to those terms in the
Declaration.

July 14, 1998

/s/ Ronald A. Nyberg
----------------------------
Ronald A. Nyberg, Secretary

<PAGE> 1
EXHIBIT(1)(c)(iii)

VAN KAMPEN TRUST
Second Amended and Restated Certificate of Designation
of
Van Kampen Strategic Income Fund

The undersigned, being the Secretary of Van Kampen Trust, a Delaware business
trust (the "Trust"), pursuant to the authority conferred upon the Trustees of
the Trust by Section 6.1 of the Trust's Agreement and Declaration of Trust
("Declaration"), and by the affirmative vote of a Majority of the Trustees does
hereby amend and restate in its entirety the Amended and Restated Certificate of
Designation of the Van Kampen American Capital Strategic Income Fund Series of
the Trust dated December 12, 1996 by redesignating such Series as the Van Kampen
Strategic Income Fund Series (the "Fund") with the following rights, preferences
and characteristics:

<PAGE> 2

9. Incorporation of Defined Terms. All capitalized terms which are not defined
herein shall have the same meaning as ascribed to those terms in the
Declaration.

July 14, 1998

/s/ Ronald A. Nyberg
----------------------------
Ronald A. Nyberg, Secretary

<PAGE> 1
EXHIBIT 11(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Trustees and Shareholders
Van Kampen High Yield Fund:

We consent to the use of our report included in the Statement of Additional
Information which is incorporated by reference into the Prospectus and to the
reference to our Firm under the headings "Financial Highlights" in the
Prospectus and "Custodian and Independent Accountants" in the Statement of
Additional Information.

/s/ KPMG Peat Marwick LLP

Chicago, Illinois
October 27, 1998

<PAGE> 1
EXHIBIT 11(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Trustees and Shareholders
Van Kampen Short-Term Global Income Fund:

/s/ KPMG Peat Marwick LLP

Chicago, Illinois
October 27, 1998

<PAGE> 1
EXHIBIT 11(c)

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Trustees and Shareholders
Van Kampen Strategic Income Fund:

/s/ KPMG Peat Marwick LLP

Chicago, Illinois
October 27, 1998

<PAGE> 1
EXHIBIT 16(a)(i)

HIGH YIELD FUND
CALCULATION OF DISTRIBUTION RATE
PERIOD ENDED JUNE 30, 1998

Current Annual Income Per Share
Current Offering Price

Class A Shares

$.840
-----
$10.38 = 8.09%

Class B Shares

$.768
-----
$9.89 = 7.77%

Class C Shares

$.768
-----
$9.88 = 7.77%

<PAGE> 2

HIGH YIELD FUND - CLASS A SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,041.78 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 4.18% = T

Excluding Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,093.64 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 9.36% = T

TOTAL RETURN CALCULATION FIVE YEARS ENDED JUNE 30, 1998

Formula P(1+T)n = ERV
Including Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,469.89 = ERV
Five years ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 8.01% = T

Excluding Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,543.61 = ERV
Five years ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 9.07% = T

<PAGE> 3

HIGH YIELD FUND - CLASS A SHARES

TOTAL RETURN CALCULATION TEN YEARS ENDED JUNE 30, 1998

Formula P(1+T)n = ERV
Including Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $2,220.97 = ERV
Ten years ended 06/30/98 10 = n

TOTAL RETURN FOR THE PERIOD 8.31% = T

Excluding Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $2,331.71 = ERV
Ten years ended 06/30/98 10 = n

TOTAL RETURN FOR THE PERIOD 8.83% = T

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $2,676.32 = ERV
Inception through 06/30/98 12.01 = n

TOTAL RETURN FOR THE PERIOD 8.54% = T

Excluding Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $2,809.33 = ERV
Inception through 06/30/98 12.01 = n

TOTAL RETURN FOR THE PERIOD 8.98% = T

<PAGE> 4

HIGH YIELD FUND - CLASS A SHARES

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

Formula ERV - P
-------
P = T

Including Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $2,676.32 = ERV

TOTAL RETURN FOR THE PERIOD 167.63% = T

Excluding Payment of the Sales Charge
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $2,809.33 = ERV

TOTAL RETURN FOR THE PERIOD 180.93% = T
<PAGE> 5

HIGH YIELD FUND - CLASS B SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,052.79 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 5.28% = T

Excluding Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,092.79 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 9.28% = T

TOTAL RETURN CALCULATION FIVE YEARS ENDED JUNE 30, 1998

Formula P(1+T)n = ERV
Including Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,480.98 = ERV
Five years ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 8.17% = T

Excluding Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,495.27 = ERV
Five years ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 8.38% = T
<PAGE> 6

HIGH YIELD FUND - CLASS B SHARES

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,534.46 = ERV
Inception through 06/30/98 5.12 = n

TOTAL RETURN FOR THE PERIOD 8.72% = T

Excluding Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,544.17 = ERV
Inception through 06/30/98 5.12 = n

TOTAL RETURN FOR THE PERIOD 8.86% = T

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

Formula ERV - P
-------
P = T

Including Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,534.46 = ERV

TOTAL RETURN FOR THE PERIOD 53.45% = T

Excluding Payment of the CDSC
Net Asset Value $9.89
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,544.17 = ERV

TOTAL RETURN FOR THE PERIOD 54.42% = T

<PAGE> 7

HIGH YIELD FUND - CLASS C SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $9.88
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,074.74 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 7.47% = T

Excluding Payment of the CDSC
Net Asset Value $9.88
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,084.74 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 8.47% = T

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $9.88
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,473.54 = ERV
Inception through 06/30/98 4.88 = n

TOTAL RETURN FOR THE PERIOD 8.27% = T

Excluding Payment of the CDSC
Net Asset Value $9.88
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,473.54 = ERV
Inception through 06/30/98 4.88 = n

TOTAL RETURN FOR THE PERIOD 8.27% = T
<PAGE> 8

HIGH YIELD FUND - CLASS C SHARES

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

Formula ERV - P
-------
P = T

Including Payment of the CDSC
Net Asset Value $9.88
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,473.54 = ERV

TOTAL RETURN FOR THE PERIOD 47.35% = T

Excluding Payment of the CDSC
Net Asset Value $9.88
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,473.54 = ERV

TOTAL RETURN FOR THE PERIOD 47.35% = T

<PAGE> 1
EXHIBIT (16)(a)(ii)

SHORT-TERM GLOBAL INCOME FUND
CALCULATION OF DISTRIBUTION RATE
PERIOD ENDED JUNE 30, 1998

Current Annual Income Per Share
-------------------------------
Current Offering Price

<TABLE>
<S> <C> <C>
Class A Shares

$.444
-----
$7.60 = 5.84%

Class B Shares

$.387
-----
$7.35 = 5.26%

Class C Shares

$.387
-----
$7.35 = 5.26%
</TABLE>

<PAGE> 2

SHORT-TERM GLOBAL INCOME FUND - CLASS A SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

<TABLE>

Formula P(1+T)n = ERV

Including Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,001.39 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD .14% = T

Excluding Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,034.56 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 3.46% = T
</TABLE>

TOTAL RETURN CALCULATION FIVE YEAR PERIOD ENDED JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula P(1+T)n = ERV

Including Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,120.84 = ERV
Five year period ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 2.31% = T

Excluding Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,159.01 = ERV
Five year period ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 3.00% = T
</TABLE>

<PAGE> 3

SHORT-TERM GLOBAL INCOME FUND - CLASS A SHARES

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,347.56 = ERV
Inception through 06/30/98 7.76 = n

TOTAL RETURN FOR THE PERIOD 3.92% = T

Excluding Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,393.46 = ERV
Inception through 06/30/98 7.76 = n

TOTAL RETURN FOR THE PERIOD 4.37% = T
</TABLE>

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

<TABLE>

<S> <C> <C> <C>
Formula ERV - P
-------
P = T

Including Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,347.56 = ERV

TOTAL RETURN FOR THE PERIOD 34.76% = T

Excluding Payment of the Sales Charge
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,393.46 = ERV

TOTAL RETURN FOR THE PERIOD 39.35% = T
</TABLE>

<PAGE> 4

SHORT-TERM GLOBAL INCOME FUND - CLASS B SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $997.47 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD (0.25%) = T

Excluding Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,026.68 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 2.67% = T
</TABLE>

TOTAL RETURN CALCULATION FIVE YEAR PERIOD ENDED JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,116.91 = ERV
Five year period ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 2.24% = T

Excluding Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,116.91 = ERV
Five year period ended 06/30/98 5 = n

TOTAL RETURN FOR THE PERIOD 2.24% = T
</TABLE>

<PAGE> 5

SHORT-TERM GLOBAL INCOME FUND - CLASS B SHARES

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,258.72 = ERV
Inception through 06/30/98 6.94 = n

TOTAL RETURN FOR THE PERIOD 3.37% = T

Excluding Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,258.72 = ERV
Inception through 06/30/98 6.94 = n

TOTAL RETURN FOR THE PERIOD 3.37% = T
</TABLE>

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998
<TABLE>
<S> <C> <C> <C>
Formula ERV - P
-------
P = T

Including Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,258.72 = ERV

TOTAL RETURN FOR THE PERIOD 25.87% = T

Excluding Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,258.72 = ERV

TOTAL RETURN FOR THE PERIOD 25.87% = T
</TABLE>

<PAGE> 6

SHORT-TERM GLOBAL INCOME FUND - CLASS C SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,016.93 = ERV
n
One year period ended 06/30/98 1 =

TOTAL RETURN FOR THE PERIOD 1.69% = T

Excluding Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,026.67 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 2.67% = T
</TABLE>

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,090.87 = ERV
Inception through 06/30/98 4.88 = n

TOTAL RETURN FOR THE PERIOD 1.80% = T

Excluding Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,090.87 = ERV
Inception through 06/30/98 4.88 = n

TOTAL RETURN FOR THE PERIOD 1.80% = T
</TABLE>

<PAGE> 7

SHORT-TERM GLOBAL INCOME FUND - CLASS C SHARES

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

Formula ERV - P
-------
P = T

Including Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,090.87 = ERV

TOTAL RETURN FOR THE PERIOD 9.09% = T

Excluding Payment of the CDSC
Net Asset Value $7.35
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,090.87 = ERV

TOTAL RETURN FOR THE PERIOD 9.09% = T
</TABLE>

<PAGE> 1
EXHIBIT (16)(a)(iii)

STRATEGIC INCOME FUND
CALCULATION OF DISTRIBUTION RATE
PERIOD ENDED JUNE 30, 1998

Current Annual Income Per Share
-------------------------------
Current Offering Price

Class A Shares

$.948
------
$12.90 = 7.35%

Class B Shares

$.852
------
$12.29 = 6.93%

Class C Shares

$.852
------
$12.27 = 6.94%
</TABLE>

<PAGE> 2

STRATEGIC INCOME FUND
CALCULATION OF TAXABLE EQUIVALENT SEC YIELD

Formula
SEC Yield
------------
1 - Tax Rate

Class A Shares

7.45%
-------
1-36.0% = 11.64%

Class B Shares

6.93%
-------
1-36.0% = 10.83%

Class C Shares

6.94%
-------
1-36.0% = 10.84%
</TABLE>

CALCULATION OF TAXABLE EQUIVALENT DISTRIBUTION RATE

Formula
Distribution Rate
-----------------
1 - Tax Rate

Class A Shares

7.35%
-------
1-40.2% = 12.29%

Class B Shares

6.93%
-------
1-40.2% = 11.59%

Class C Shares

6.94%
-------
1-40.2% = 11.61%
</TABLE>

<PAGE> 3

STRATEGIC INCOME FUND - CLASS A SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the Sales Charge
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $989.41 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD -1.06% = T

Excluding Payment of the Sales Charge
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,038.91 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 3.89% = T
</TABLE>

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998
<TABLE>
<S> <C> <C> <C>
Formula P(1+T)n = ERV

Including Payment of the Sales Charge
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,214.37 = ERV
Inception through 06/30/98 4.50 = n

TOTAL RETURN FOR THE PERIOD 4.41% = T

Excluding Payment of the Sales Charge
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,274.62 = ERV
Inception through 06/30/98 4.50 = n

TOTAL RETURN FOR THE PERIOD 5.54% = T
</TABLE>

<PAGE> 4

STRATEGIC INCOME FUND - CLASS A SHARES

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula ERV - P
-------
P = T

Including Payment of the Sales Charge
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,314.37 = ERV

TOTAL RETURN FOR THE PERIOD 21.44% = T

Excluding Payment of the Sales Charge
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,274.62 = ERV

TOTAL RETURN FOR THE PERIOD 27.46% = T
</TABLE>

<PAGE> 5
STRATEGIC INCOME FUND - CLASS B SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula P(1+T)n = ERV
Including Payment of the CDSC
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $992.62 = ERV
One year period ended 06/30/97 1 = n

TOTAL RETURN FOR THE PERIOD -0.74% = T

Excluding Payment of the CDSC
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,031.09 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 3.11% = T

</TABLE>

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formuula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,217.19 = ERV
Inception through 06/30/98 4.50 = n

TOTAL RETURN FOR THE PERIOD 4.46% = T

Excluding Payment of the CDSC
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,230.08 = ERV
Inception through 06/30/98 4.50 = n

TOTAL RETURN FOR THE PERIOD 4.71% = T
</TABLE>

<PAGE> 6

STRATEGIC INCOME FUND - CLASS B SHARES

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

<TABLE>
<S> <C> <C> <C>
Formula ERV - P
-------
P = T

Including Payment of the CDSC
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,217.19 = ERV

TOTAL RETURN FOR THE PERIOD 21.72% = T

Excluding Payment of the CDSC
Net Asset Value $12.29
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,230.08 = ERV

TOTAL RETURN FOR THE PERIOD 23.01% = T
</TABLE>

<PAGE> 7

STRATEGIC INCOME FUND - CLASS C SHARES

TOTAL RETURN CALCULATION ONE YEAR PERIOD ENDED JUNE 30, 1998

Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $12.27
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,020.71 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 2.07% = T

Excluding Payment of the CDSC
Net Asset Value $12.27
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,030.32 = ERV
One year period ended 06/30/98 1 = n

TOTAL RETURN FOR THE PERIOD 3.03% = T
</TABLE>

TOTAL RETURN CALCULATION INCEPTION THROUGH JUNE 30, 1998

<TABLE>

Formula P(1+T)n = ERV

Including Payment of the CDSC
Net Asset Value $12.27
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,228.35 = ERV
Inception through 06/30/98 4.50 = n

TOTAL RETURN FOR THE PERIOD 4.68% = T

Excluding Payment of the CDSC
Net Asset Value $12.27
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,228.35 = ERV
Inception through 06/30/98 4.50 = n

TOTAL RETURN FOR THE PERIOD 4.68% = T
</TABLE>

<PAGE> 8

STRATEGIC INCOME FUND - CLASS C SHARES

NON-STANDARDIZED CUMULATIVE TOTAL RETURN CALCULATION
INCEPTION THROUGH JUNE 30, 1998

Formula ERV - P
------- = T
P

Including Payment of the CDSC
Net Asset Value $12.27
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,228.35 = ERV

TOTAL RETURN FOR THE PERIOD 22.84% = T

Excluding Payment of the CDSC
Net Asset Value $12.27
Initial Investment $1,000.00 = P
Ending Redeemable Value $1,228.35 = ERV

TOTAL RETURN FOR THE PERIOD 22.84% = T
</TABLE>

<PAGE> 1
EXHIBIT 17(a)

INVESTMENT COMPANIES FOR WHICH
VAN KAMPEN FUNDS INC.
ACTS AS PRINCIPAL UNDERWRITER OR DEPOSITOR
AUGUST 27, 1998

Van Kampen U.S. Government Trust
Van Kampen U.S. Government Fund
Van Kampen Tax Free Trust
Van Kampen Insured Tax Free Income Fund
Van Kampen Tax Free High Income Fund
Van Kampen California Insured Tax Free Fund
Van Kampen Municipal Income Fund
Van Kampen Intermediate Term Municipal Income Fund
Van Kampen Florida Insured Tax Free Income Fund
Van Kampen New York Tax Free Income Fund
Van Kampen Trust
Van Kampen High Yield Fund
Van Kampen Short-Term Global Income Fund
Van Kampen Strategic Income Fund
Van Kampen Equity Trust
Van Kampen Utility Fund
Van Kampen American Capital Value Fund
Van Kampen Great American Companies Fund
Van Kampen Growth Fund
Van Kampen Prospector Fund
Van Kampen Aggressive Growth Fund
Van Kampen Foreign Securities Fund
Van Kampen Pennsylvania Tax Free Income Fund
Van Kampen Tax Free Money Fund
Van Kampen Prime Rate Income Trust
Van Kampen Senior Floating Rate Fund
Van Kampen Comstock Fund
Van Kampen Corporate Bond Fund
Van Kampen Emerging Growth Fund
Van Kampen Enterprise Fund
Van Kampen Equity Income Fund
Van Kampen Limited Maturity Government Fund
Van Kampen Global Managed Assets Fund
Van Kampen Government Securities Fund
Van Kampen Growth and Income Fund
Van Kampen Harbor Fund
Van Kampen High Income Corporate Bond Fund
Van Kampen Life Investment Trust
Asset Allocation Portfolio
Domestic Income Portfolio
Emerging Growth Portfolio
Enterprise Portfolio
Global Equity Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Strategic Stock Portfolio
Morgan Stanley Real Estate Securities Portfolio
Comstock Portfolio

<PAGE> 2
Van Kampen Small Capitalization Fund
Van Kampen Pace Fund
Van Kampen Real Estate Securities Fund
Van Kampen Reserve Fund
Van Kampen Tax -Exempt Trust
Van Kampen High Yield Municipal Fund
Van Kampen American Capital U.S. Government Trust for Income
Van Kampen American Capital World Portfolio Series Trust
Van Kampen Global Government Securities Fund
Van Kampen Series Fund, Inc.
Van Kampen Aggressive Equity Fund
Van Kampen American Value Fund
Van Kampen Asian Growth Fund
Van Kampen Emerging Markets Fund
Van Kampen Emerging Markets Debt Fund
Van Kampen Equity Growth Fund
Van Kampen Global Equity Fund
Van Kampen Global Equity Allocation Fund
Van Kampen Global Fixed Income Fund
Van Kampen Global Franchise Fund
Morgan Stanley Government Obligations Money Market Fund
Van Kampen Growth and Income Fund II
Van Kampen High Yield & Total Return Fund
Van Kampen International Magnum Fund
Van Kampen Japanese Equity Fund
Van Kampen Latin American Fund
Van Kampen MidCap Growth Fund
Morgan Stanley Money Market Fund
Morgan Stanley Tax-Free Money Market Fund
Van Kampen U.S. Real Estate Fund
Van Kampen Value Fund
Van Kampen Worldwide High Income Fund
<PAGE> 3

<TABLE>
<CAPTION>
<S> <C>
Insured Municipals Income Trust..........................................................................Series 401
Arizona Insured Municipals Income Trust................................................................. Series 18
California Insured Municipals Income Trust.............................................................. Series 174
Colorado Insured Municipals Income Trust................................................................ Series 87
Connecticut Insured Municipals Income Trust ............................................................ Series 37
Florida Insured Municipals Income Trust................................................................. Series 120
Georgia Insured Municipals Income Trust................................................................. Series 86
Kentucky Investors' Quality Tax-Exempt Trust............................................................ Series 60
Maryland Investors' Quality Tax-Exempt Trust............................................................ Series 86
Massachusetts Insured Municipals Income Trust........................................................... Series 35
Michigan Insured Municipals Income Trust................................................................ Series 151
Minnesota Insured Municipals Income Trust............................................................... Series 62
Missouri Insured Municipals Income Trust................................................................ Series 107
New Jersey Insured Municipals Income Trust.............................................................. Series 123
New York Insured Municipals Income Trust................................................................ Series 146
North Carolina Investors' Quality Tax-Exempt Trust...................................................... Series 95
Ohio Insured Municipals Income Trust.................................................................... Series 110
Pennsylvania Insured Municipals Income Trust............................................................ Series 237
South Carolina Investors' Quality Tax-Exempt Trust...................................................... Series 86
Tennessee Insured Municipals Income Trust............................................................... Series 41
Virginia Investors' Quality Tax-Exempt Trust............................................................ Series 81
Van Kampen American Capital Insured Income Trust........................................................ Series 71
Internet Trust.......................................................................................... Series 11
Strategic Ten Trust, United States Portfolio............................................................ August 1998 Series
Strategic Ten Trust, United States Portfolio............................................................ August 1998
Traditional Series
Strategic Five Trust, United States Portfoliio.......................................................... August 1998 Series
Strategic Five Trust, United States Portfolio........................................................... August 1998
Traditional Series
EAFE Strategic 20 Trust................................................................................. August 1998 Series
EURO Strategic 20 Trust................................................................................. August 1998 Series
Strategic Picks Opportunity Trust....................................................................... August 1998 Series
Strategic Fifteen Trust Global Portfolio................................................................ July 1998 Series
Strategic Thirty Trust Global Portfolio................................................................. July 1998 Series
Great International Firms Trust......................................................................... Series 5
Blue Chip Opportunity and Treasury Trust................................................................ Series 6
Blue Chip Opportunity Trust............................................................................. Sereis 4
Baby Boomer Opportunity Trust........................................................................... Series 4
Global Energy Trust..................................................................................... Series 6
Brand Name Equity Trust................................................................................. Series 6
Edward Jones Select Growth Trust........................................................................ July 1998 Series
Banking Trust........................................................................................... Series 3
Morgan Stanley High-Technology 35 Index Trust........................................................... Series 3
Health Care Trust....................................................................................... Series 3
Telecommunications Trust................................................................................ Series 3
Utility Trust........................................................................................... Series 3
Financial Services Trust................................................................................ Series 1
Natcity Investments, Inc. Great American Equities Trust................................................. Series 1
First Albany Banking Growth Trust....................................................................... Series 1
Gruntal Global Transport Trust.......................................................................... Series 1
</TABLE>

<PAGE> 1
EXHIBIT 17 (b)
Officers
Van Kampen Funds Inc.

NAME OFFICE LOCATION
- ---- ------ --------
<S> <C> <C>
Don G. Powell Chairman Houston, TX

Richard F. Powers, III Chief Executive Officer Oakbrook Terrace, IL
John H. Zimmerman President Oakbrook Terrace, IL
Douglas B. Gehrman Executive Vice President Houston, TX
Ronald A. Nyberg Executive Vice President, General Oakbrook Terrace, IL
Counsel & Assistant Secretary
William R. Rybak Executive Vice President & Chief Oakbrook Terrace, IL
Financial Officer
Paul R. Wolkenberg Executive Vice President Houston, TX

Laurence J. Althoff Sr. Vice President & Controller Oakbrook Terrace, IL
John. E. Doyle Sr. Vice President Oakbrook Terrace, IL
Gary R. DeMoss Sr. Vice President Oakbrook Terrace, IL
Richard G. Gold Sr. Vice President Annapolis, MD
Scott E. Martin Sr. Vice President, Deputy General Oakbrook Terrace, IL
Counsel & Secretary
Mark T. McGannon Sr. Vice President Oakbrook Terrace, IL
Charles G. Millington Sr. Vice President & Treasurer Oakbrook Terrace, IL
Walter E. Rein Sr. Vice President Oakbrook Terrace, IL
Colette M. Saucedo Sr. Vice President Houston, TX
Frederick Shepherd Sr. Vice President Houston, TX
Steven P. Sorenson Sr. Vice President Oakbrook Terrace, IL
Michael L. Stallard Sr. Vice President Oakbrook Terrace, IL
Robert S. West Sr. Vice President Oakbrook Terrace, IL
Edward C. Wood Sr. Vice President and Oakbrook Terrace, IL
Chief Operating Officer

Glenn M. Cackovic 1st Vice President Laguna Nigel, CA
Eric J. Hargens 1st Vice President Orlando, FL
David B. Hogaboom 1st Vice President Oakbrook Terrace, IL
Dominic C. Martellaro 1st Vice President Danville, CA
Carl Mayfield 1st Vice President Oakbrook Terrace, IL
Mark R. McClure 1st Vice President Oakbrook Terrace, IL
James J. Ryan 1st Vice President Oakbrook Terrace, IL
George J. Vogel 1st Vice President Oakbrook Terrace, IL
Patrick J. Woelfel 1st Vice President Oakbrook Terrace, IL

Robert J. Abreu Vice President New York, NY
James K. Ambrosio Vice President Massapequa, NY
Brian P. Arcara Vice President Buffalo, NY
Sheldon Barker Vice President Moon, PA
Patricia A. Bettlach Vice President Chesterfield, MO
Carol S. Biegel Vice President Oakbrook Terrace, IL
Christopher M. Bisaillon Vice President Oakbrook Terrace, IL
Michael P. Boos Vice President Oakbrook Terrace, IL
James J. Boyne Vice President, Associate General Oakbrook Terrace, IL
Counsel & Assistant Secretary
Robert C. Brooks Vice President Oakbrook Terrace, IL
William F Burke, Jr. Vice President Mendham, NJ
Loren Burket Vice President Plymouth, MN
Christine Cleary Byrum Vice President Tampa, FL
Joseph N. Caggiano Vice President New York, NY
</TABLE>

<PAGE> 2

<TABLE>
<S> <C> <C>
Daniel R. Chambers Vice President Austin, TX
Richard J. Charlino Vice President Houston, TX
Deanna Margaret Chiaro Vice President Oakbrook Terrace, IL
Scott A. Chriske Vice President Plano, TX
German Clavijo Vice President Atlanta, GA
Eleanor M. Cloud Vice President Oakbrook Terrace, IL
Dominick Cogliandro Vice President & Asst. Treasurer New York, NY
Michael Colston Vice President Louisville, KY
Suzanne Cummings Vice President Oakbrook Terrace, IL
Nicholas Dalmaso Vice President, Associate Oakbrook Terrace, IL
General Counsel & Asst. Secretary
Tracey M. DeLusant Vice President New York, NY
Michael E. Eccleston Vice President Oakbrook Terrace, IL
Jonathan Eckard Vice President Tampa, FL
Huey P. Falgout, Jr. Vice President, Assistant Houston, TX
Secretary and Senior Attorney
Charles Edward Fisher Vice President Naperville, IL
William J. Fow Vice President Redding, CT
Nicholas J. Foxhoven Vice President Englewood, CO
Charles Friday Vice President Gibsonia, PA
Timothy D. Griffith Vice President Kirkland, WA
Kyle D. Haas Vice President Oakbrook Terrace, IL
Daniel Hamilton Vice President Austin, TX
John G. Hansen Vice President Oakbrook Terrace, IL
Joseph Hays Vice President Cherry Hill, NJ
Daniel M. Hazard Vice President Huntington Beach, CA
Gregory Heffington Vice President Ft. Collins, CO
Susan J. Hill Vice President and Senior Attorney Oakbrook Terrace, IL
Thomas R. Hindelang Vice President Gilbert, AZ
Bryn M. Hoggard Vice President Houston, TX
Robert S. Hunt Vice President Phoenix, MD
Lowell Jackson Vice President Norcross, GA
Kevin G. Jajuga Vice President Baltimore, MD
Jeffrey S. Kinney Vice President Overland Park, KS
Dana R. Klein Vice President Oakbrook Terrace, IL
Frederick Kohly Vice President Miami, FL
David R. Kowalski Vice President & Director Oakbrook Terrace, IL
of Compliance
Richard D. Kozlowski Vice President Atlanta, GA
Bradford N. Langs Vice President Oakbrook Terrace, IL
Patricia D. Lathrop Vice President Tampa, FL
Brian Laux Vice President Staten Island, NY
Tony E. Leal Vice President Daphne, AL
S. William Lehew III Vice President Charlotte, NC
Eric Levinson Vice President San Francisco, CA
Jonathan Linstra Vice President Oakbrook Terrace, IL
Richard M. Lundgren Vice President Oakbrook Terrace, IL
Walter Lynn Vice President Flower Mound, TX
Kevin S. Marsh Vice President Bellevue, WA
Linda S. MacAyeal Vice President and Senior Attorney Oakbrook Terrace, IL
Brooks D. McCartney Vice President Puyallup, WA
Anne Therese McGrath Vice President Los Gatos, CA
Maura A. McGrath Vice President New York, NY
John Mills Vice President Kenner, LA
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
Ted Morrow Vice President Dallas, TX
Robert Muller, Jr. Vice President Cypress, TX
Peter Nicholas Vice President Beverly, MA
Michael D. Ossmen Vice President Oakbrook Terrace, IL
Todd W. Page Vice President Oakbrook Terrace, IL
Gregory S. Parker Vice President Houston, TX
Christopher Petrungaro Vice President Oakbrook Terrace, IL
Anthony Piazza Vice President Old Bridge, NJ
Ronald E. Pratt Vice President Marietta, GA
Craig S. Prichard Vice President Fairlawn, OH
Daniel D. Reams Vice President Royal Oak, MI
Michael W. Rohr Vice President Oakbrook Terrace, IL
Jeffrey L. Rose Vice President Houston, TX
Suzette N. Rothberg Vice President Plymouth, MN
Jeffrey Rourke Vice President Oakbrook Terrace, IL
Thomas Rowley Vice President St. Louis, MO
Heather R. Sabo Vice President Richmond, VA
Stephanie Scarlata Vice President Bedford Corners, NY
Andrew J. Scherer Vice President Oakbrook Terrace, IL
Ronald J. Schuster Vice President Tampa, FL
Gwen L. Shaneyfelt Vice President Oakbrook Terrace, IL
Jeffrey C. Shirk Vice President Swampscott, MA
Traci T. Sorensen Vice President Oakbrook Terrace, IL
Kimberly M. Spangler Vice President Fairfax, VA
Darren D. Stabler Vice President Phoenix, AZ
Christopher J. Staniforth Vice President Leawood, KS
Gary R. Steele Vice President Philadelphia, PA
Richard Stefanec Vice President Los Angeles, CA
James D. Stevens Vice President North Andover, MA
William C. Strafford Vice President Granger, IN
Mark A. Syswerda Vice President Oakbrook Terrace, IL
David A. Tabone Vice President Scottsdale, AZ
James C. Taylor Vice President Naperville, IL
John F. Tierney Vice President Oakbrook Terrace, IL
Curtis L. Ulvestad Vice President Red Wing, MN
Todd Volkman Vice President Austin, TX
Daniel B. Waldron Vice President Oakbrook Terrace, IL
Jeff Warland Vice President Oakbrook Terrace, IL
Weston B. Wetherell Vice President, Assoc. General Oakbrook Terrace, IL
Counsel & Asst. Secretary
Harold Whitworth, III Vice President Oakbrook Terrace, IL
Thomas M. Wilson Vice President Oakbrook Terrace, IL
Barbara A. Withers Vice President Oakbrook Terrace, IL
David M. Wynn Vice President Phoenix, AZ
James R. Yount Vice President Mercer Island, WA
Patrick M. Zacchea Vice President Oakbrook Terrace, IL

Scott F. Becker Asst. Vice President Oakbrook Terrace, IL
Brian E. Binder Asst. Vice President Oakbrook Terrace, IL
Joan E. Blackwood Asst. Vice President Oakbrook Terrace, IL
Billie J. Bronaugh Asst. Vice President Houston, TX
Gregory T. Brunk Asst. Vice President Oakbrook Terrace, IL
Gina Costello Asst. Vice President & Asst. Secretary Oakbrook Terrace, IL
Sarah K. Gieser Asst. Vice President Oakbrook Terrace, IL
Walter C. Gray Asst. Vice President Houston, TX
Valri G. Hamilton Asst. Vice President Houston, TX
Laurie L. Jones Asst. Vice President Houston, TX
</TABLE>

<PAGE> 4

<TABLE>
<S> <C> <C>
Robin R. Jordan Asst. Vice President Oakbrook Terrace, IL
Ivan R. Lowe Asst. Vice President Houston, TX
Pamela D. Meyer Asst. Vice President Phoenix, AZ
Stuart R. Moehlman Asst. Vice President Houston, TX
Cathy Napoli Asst. Vice President Oakbrook Terrace, IL
Steven R. Norvid Asst. Vice President Oakbrook Terrace, IL
Vincent M. Pellegrini Asst. Vice President Oakbrook Terrace, IL
Christine K. Putong Asst. Vice President & Asst. Secretary Oakbrook Terrace, IL
David P. Robbins Asst. Vice President Oakbrook Terrace, IL
Regina Rosen Asst. Vice President Oakbrook Terrace, IL
Pamela S. Salley Asst. Vice President Houston, TX
Vanessa M. Sanchez Asst. Vice President Oakbrook Terrace, IL
Thomas J. Sauerborn Asst. Vice President New York, NY
Bruce Saxon Asst. Vice President Oakbrook Terrace, IL
David T. Saylor Asst. Vice President Oakbrook Terrace, IL
Christina L. Schmieder Asst. Vice President Oakbrook Terrace, IL
Lauren B. Sinai Asst. Vice President Oakbrook Terrace, IL
Kristen L. Transier Asst. Vice President Houston, TX
David H. Villarreal Asst. Vice President Oakbrook Terrace, IL
Sharon M. C. Wells Asst. Vice President Oakbrook Terrace, IL

Elizabeth M. Brown Officer Houston, TX
John Browning Officer Oakbrook Terrace, IL
Leticia George Officer Houston, TX
William D. McLaughlin Officer Houston, TX
Rebecca Newman Officer Houston, TX
Theresa M. Renn Officer Oakbrook Terrace, IL
Larry Vickrey Officer Houston, TX
John Yovanovic Officer Houston, TX
</TABLE>

<PAGE> 5

DIRECTORS

VAN KAMPEN FUNDS INC.

<TABLE>
<CAPTION>
NAME OFFICE LOCATION
- ------------------- ------------------------ ----------------------------
<S> <C> <C>
Don G. Powell Chairman 2800 Post Oak Blvd.
Houston, TX 77056

Richard F. Powers, III Chief Executive Officer One Parkview Plaza
Oakbrook Terrace, IL 60181

John H. Zimmerman President One Parkview Plaza
Oakbrook Terrace, IL 60181

Ronald A. Nyberg Executive Vice President, One Parkview Plaza
General Counsel Oakbrook Terrace, IL 60181
& Assistant Secretary

William R. Rybak Executive Vice President One Parkview Plaza
& Chief Financial Officer Oakbrook Terrace, IL 60181
</TABLE>

<PAGE> 1
EXHIBIT (24)

POWER OF ATTORNEY

The undersigned, being officers and trustees of each of the Van Kampen
American capital Open End Trusts (individually, a "Trust") as indicated on
Schedule 1 attached hereto and incorporated by reference, each a Delaware
business trust except for the Van Kampen American Capital Pennsylvania Tax Free
Income Fund being a Pennsylvania business trust, and being officers and
directors of the Morgan Stanley Fund, Inc. (the "Corporation"), a Maryland
corporation, do hereby, in the capacities shown below, individually appoint
Dennis J. McDonnell and Ronald A. Nyberg, each of Oakbrook Terrace, Illinois,
and each of them, as the agents and attorneys-in-fact with full power of
substitution and resubstitution, for each of the undersigned, to execute and
deliver, for and on behalf of the undersigned, any and all amendments to the
Registration Statement filed by each Trust or the Corporation with the
Securities and Exchange Commission pursuant to the provisions of the Securities
Act of 1933 and the Investment Company Act of 1940.

This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original, but which taken together shall constitute
one instrument.

Dated: April 24, 1998

Signature Title
--------- -----

<S> <C>
/s/ Dennis J. McDonnell President and Trustee/Director
- --------------------------------
Dennis J. McDonnell

/s/ Edward C. Wood III Vice President and Chief Financial Officer
- --------------------------------
Edward C. Wood III

/s/ J. Miles Branagan Trustee/Director
- --------------------------------
J. Miles Branagan

/s/ Richard M. DeMartini Trustee/Director
- --------------------------------
Richard M. DeMartini

/s/ Linda Hutton Heagy Trustee/Director
- --------------------------------
Linda Hutton Heagy

/s/ R. Craig Kennedy Trustee/Director
- --------------------------------
R. Craig Kennedy

/s/ Jack E. Nelson Trustee/Director
- --------------------------------
Jack E. Nelson

/s/ Don G. Powell Trustee/Director
- --------------------------------
Don G. Powell

/s/ Phillip B. Rooney Trustee/Director
- --------------------------------
Phillip B. Rooney

/s/ Fernando Sisto, Sc.D. Trustee/Director
- --------------------------------
Fernando Sisto, Sc.D.

/s/ Wayne W. Whalen Trustee/Director and Chairman
- --------------------------------
Wayne W. Whalen

</TABLE>
<PAGE> 2
SCHEDULE 1

VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST
VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST
VAN KAMPEN AMERICAN CAPITAL TRUST
VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST
VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND
VAN KAMPEN AMERICAN CAPITAL COMSTOCK FUND
VAN KAMPEN AMERICAN CAPITAL CORPORATE BOND FUND
VAN KAMPEN AMERICAN CAPITAL EMREGING GROWTH FUND
VAN KAMPEN AMERICAN CAPITAL ENTERPRISE FUND
VAN KAMPEN AMERICAN CAPITAL EQUITY INCOME FUND
VAN KAMPEN AMERICAN CAPITAL LIMITED MATURITY GOVERNMENT FUND
VAN KAMPEN AMERICAN CAPITAL GLOBAL MANAGED ASSETS FUND
VAN KAMPEN AMERICAN CAPITAL GOVERNMENT SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL GROWTH AND INCOME FUND
VAN KAMPEN AMERICAN CAPITAL HARBOR FUND
VAN KAMPEN AMERICAN CAPITAL HIGH INCOME CORPORATE BOND FUND
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
VAN KAMPEN AMERICAN CAPITAL PACE FUND
VAN KAMPEN AMERICAN CAPITAL REAL ESTATE SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL RESERVE FUND
VAN KAMPEN AMERICAN CAPITAL SMALL CAPITALIZATION FUND
VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST FOR INCOME
VAN KAMPEN AMERICAN CAPITAL WORLD PORTFOLIO SERIES TRUST
VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

<ARTICLE> 6
<SERIES>
<NUMBER> 011
<NAME> HIGH YIELD CLASS A

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 425,411,972<F1>
<INVESTMENTS-AT-VALUE> 428,470,750<F1>
<RECEIVABLES> 16,497,776<F1>
<ASSETS-OTHER> 14,161<F1>
<OTHER-ITEMS-ASSETS> 228,834<F1>
<TOTAL-ASSETS> 445,211,521<F1>
<PAYABLE-FOR-SECURITIES> 4,750,000<F1>
<SENIOR-LONG-TERM-DEBT> 0<F1>
<OTHER-ITEMS-LIABILITIES> 3,401,450<F1>
<TOTAL-LIABILITIES> 8,151,450<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 369,566,903
<SHARES-COMMON-STOCK> 28,360,164
<SHARES-COMMON-PRIOR> 29,228,811
<ACCUMULATED-NII-CURRENT> (1,685,377)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (86,114,158)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> 2,966,018<F1>
<NET-ASSETS> 280,565,914
<DIVIDEND-INCOME> 951,901<F1>
<INTEREST-INCOME> 40,758,538<F1>
<OTHER-INCOME> 1,196,387<F1>
<EXPENSES-NET> (6,179,642)<F1>
<NET-INVESTMENT-INCOME> 36,727,184<F1>
<REALIZED-GAINS-CURRENT> 10,238,004<F1>
<APPREC-INCREASE-CURRENT> (8,832,338)<F1>
<NET-CHANGE-FROM-OPS> 38,132,850<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (24,757,453)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,945,784
<NUMBER-OF-SHARES-REDEEMED> (10,812,030)
<SHARES-REINVESTED> 997,599
<NET-CHANGE-IN-ASSETS> (7,452,369)
<ACCUMULATED-NII-PRIOR> (1,905,853)<F1>
<ACCUMULATED-GAINS-PRIOR> (96,270,175)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 3,298,466<F1>
<INTEREST-EXPENSE> 0<F1>
<GROSS-EXPENSE> 6,619,437<F1>
<AVERAGE-NET-ASSETS> 288,847,126
<PER-SHARE-NAV-BEGIN> 9.854
<PER-SHARE-NII> 0.857
<PER-SHARE-GAIN-APPREC> 0.037
<PER-SHARE-DIVIDEND> (0.855)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.893
<EXPENSE-RATIO> 1.14
<AVG-DEBT-OUTSTANDING> 0<F1>
<AVG-DEBT-PER-SHARE> 0<F1>
<FN>
<F1>This item relates to the Fund on a composite basis and not on a class basis
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 012
<NAME> HIGH YIELD CLASS B

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 425,411,972<F1>
<INVESTMENTS-AT-VALUE> 428,470,750<F1>
<RECEIVABLES> 16,497,776<F1>
<ASSETS-OTHER> 14,161<F1>
<OTHER-ITEMS-ASSETS> 228,834<F1>
<TOTAL-ASSETS> 445,211,521<F1>
<PAYABLE-FOR-SECURITIES> 4,750,000<F1>
<SENIOR-LONG-TERM-DEBT> 0<F1>
<OTHER-ITEMS-LIABILITIES> 3,401,450<F1>
<TOTAL-LIABILITIES> 8,151,450<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 141,033,457
<SHARES-COMMON-STOCK> 14,662,143
<SHARES-COMMON-PRIOR> 13,054,923
<ACCUMULATED-NII-CURRENT> (1,685,377)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (86,114,158)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> 2,966,018<F1>
<NET-ASSETS> 145,003,244
<DIVIDEND-INCOME> 951,901<F1>
<INTEREST-INCOME> 40,758,538<F1>
<OTHER-INCOME> 1,196,387<F1>
<EXPENSES-NET> (6,179,642)<F1>
<NET-INVESTMENT-INCOME> 36,727,184<F1>
<REALIZED-GAINS-CURRENT> 10,238,004<F1>
<APPREC-INCREASE-CURRENT> (8,832,338)<F1>
<NET-CHANGE-FROM-OPS> 38,132,850<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (11,057,055)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,588,921
<NUMBER-OF-SHARES-REDEEMED> (3,408,945)
<SHARES-REINVESTED> 427,244
<NET-CHANGE-IN-ASSETS> 16,348,131
<ACCUMULATED-NII-PRIOR> (1,905,853)<F1>
<ACCUMULATED-GAINS-PRIOR> (96,270,175)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 3,298,466<F1>
<INTEREST-EXPENSE> 0<F1>
<GROSS-EXPENSE> 6,619,437<F1>
<AVERAGE-NET-ASSETS> 141,136,790
<PER-SHARE-NAV-BEGIN> 9.855
<PER-SHARE-NII> 0.782
<PER-SHARE-GAIN-APPREC> 0.036
<PER-SHARE-DIVIDEND> (0.783)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.890
<EXPENSE-RATIO> 1.91
<AVG-DEBT-OUTSTANDING> 0<F1>
<AVG-DEBT-PER-SHARE> 0<F1>
<FN>
<F1>This item relates to the Fund on a composite basis and not on a class basis
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 013
<NAME> HIGH YIELD CLASS C

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 425,411,972 <F1>
<INVESTMENTS-AT-VALUE> 428,470,750 <F1>
<RECEIVABLES> 16,497,776 <F1>
<ASSETS-OTHER> 14,161 <F1>
<OTHER-ITEMS-ASSETS> 228,834 <F1>
<TOTAL-ASSETS> 445,211,521 <F1>
<PAYABLE-FOR-SECURITIES> 4,750,000 <F1>
<SENIOR-LONG-TERM-DEBT> 0 <F1>
<OTHER-ITEMS-LIABILITIES> 3,401,450 <F1>
<TOTAL-LIABILITIES> 8,151,450 <F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,293,228
<SHARES-COMMON-STOCK> 1,162,594
<SHARES-COMMON-PRIOR> 820,064
<ACCUMULATED-NII-CURRENT> (1,685,377)<F1>
<OVERDISTRIBUTION-NII> 0 <F1>
<ACCUMULATED-NET-GAINS> (86,114,158)<F1>
<OVERDISTRIBUTION-GAINS> 0 <F1>
<ACCUM-APPREC-OR-DEPREC> 2,966,018 <F1>
<NET-ASSETS> 11,490,913
<DIVIDEND-INCOME> 951,901 <F1>
<INTEREST-INCOME> 40,758,538 <F1>
<OTHER-INCOME> 1,196,387 <F1>
<EXPENSES-NET> (6,179,642)<F1>
<NET-INVESTMENT-INCOME> 36,727,184 <F1>
<REALIZED-GAINS-CURRENT> 10,238,004 <F1>
<APPREC-INCREASE-CURRENT> (8,832,338)<F1>
<NET-CHANGE-FROM-OPS> 38,132,850 <F1>
<EQUALIZATION> 0 <F1>
<DISTRIBUTIONS-OF-INCOME> (774,187)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 687,284
<NUMBER-OF-SHARES-REDEEMED> (385,647)
<SHARES-REINVESTED> 40,893
<NET-CHANGE-IN-ASSETS> 3,412,676
<ACCUMULATED-NII-PRIOR> (1,905,853)<F1>
<ACCUMULATED-GAINS-PRIOR> (96,270,175)<F1>
<OVERDISTRIB-NII-PRIOR> 0 <F1>
<OVERDIST-NET-GAINS-PRIOR> 0 <F1>
<GROSS-ADVISORY-FEES> 3,298,466 <F1>
<INTEREST-EXPENSE> 0 <F1>
<GROSS-EXPENSE> 6,619,437 <F1>
<AVERAGE-NET-ASSETS> 9,889,417
<PER-SHARE-NAV-BEGIN> 9.851
<PER-SHARE-NII> .780
<PER-SHARE-GAIN-APPREC> .036
<PER-SHARE-DIVIDEND> (0.783)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.884
<EXPENSE-RATIO> 1.91
<AVG-DEBT-OUTSTANDING> 0 <F1>
<AVG-DEBT-PER-SHARE> 0 <F1>
<FN>
<F1>This item relates to the Fund on a composite basis and not on a class basis
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 021
<NAME> S-T GBL CLASS A

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 67,049,220<F1>
<INVESTMENTS-AT-VALUE> 65,584,055<F1>
<RECEIVABLES> 3,725,558<F1>
<ASSETS-OTHER> 821<F1>
<OTHER-ITEMS-ASSETS> 258,227<F1>
<TOTAL-ASSETS> 69,568,661<F1>
<PAYABLE-FOR-SECURITIES> 2,151,356<F1>
<SENIOR-LONG-TERM-DEBT> 0<F1>
<OTHER-ITEMS-LIABILITIES> 1,807,294<F1>
<TOTAL-LIABILITIES> 3,958,650<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 68,828,371
<SHARES-COMMON-STOCK> 6,222,565
<SHARES-COMMON-PRIOR> 5,226,968
<ACCUMULATED-NII-CURRENT> (1,985,847)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (63,342,564)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> (2,416,979)<F1>
<NET-ASSETS> 45,725,525
<DIVIDEND-INCOME> 14,298<F1>
<INTEREST-INCOME> 5,294,057<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> (1,393,589)<F1>
<NET-INVESTMENT-INCOME> 3,914,766<F1>
<REALIZED-GAINS-CURRENT> (267,176)<F1>
<APPREC-INCREASE-CURRENT> (996,003)<F1>
<NET-CHANGE-FROM-OPS> 2,651,587<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (2,310,645)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,451,703
<NUMBER-OF-SHARES-REDEEMED> (1,683,807)
<SHARES-REINVESTED> 227,701
<NET-CHANGE-IN-ASSETS> (6,265,639)
<ACCUMULATED-NII-PRIOR> (445,277)<F1>
<ACCUMULATED-GAINS-PRIOR> (64,274,870)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 434,761<F1>
<INTEREST-EXPENSE> 0<F1>
<GROSS-EXPENSE> 1,408,135<F1>
<AVERAGE-NET-ASSETS> 40,809,966
<PER-SHARE-NAV-BEGIN> 7.550
<PER-SHARE-NII> 0.390
<PER-SHARE-GAIN-APPREC> (0.130)
<PER-SHARE-DIVIDEND> (0.420)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> (0.040)
<PER-SHARE-NAV-END> 7.350
<EXPENSE-RATIO> 1.39
<AVG-DEBT-OUTSTANDING> 0<F1>
<AVG-DEBT-PER-SHARE> 0<F1>
<FN>
<F1>Indicates composite number for the fund.
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 022
<NAME> S-T GBL CLASS B

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 67,049,220<F1>
<INVESTMENTS-AT-VALUE> 65,584,055<F1>
<RECEIVABLES> 3,725,558<F1>
<ASSETS-OTHER> 821<F1>
<OTHER-ITEMS-ASSETS> 258,277<F1>
<TOTAL-ASSETS> 69,568,661<F1>
<PAYABLE-FOR-SECURITIES> 2,151,356<F1>
<SENIOR-LONG-TERM-DEBT> 0<F1>
<OTHER-ITEMS-LIABILITIES> 1,807,294<F1>
<TOTAL-LIABILITIES> 3,958,650<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,184,630
<SHARES-COMMON-STOCK> 2,661,333
<SHARES-COMMON-PRIOR> 6,903,293
<ACCUMULATED-NII-CURRENT> (1,985,847)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (63,342,564)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> (2,416,979)<F1>
<NET-ASSETS> 19,551,829
<DIVIDEND-INCOME> 14,298<F1>
<INTEREST-INCOME> 5,294,057<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> (1,393,589)<F1>
<NET-INVESTMENT-INCOME> 3,914,766<F1>
<REALIZED-GAINS-CURRENT> (267,176)<F1>
<APPREC-INCREASE-CURRENT> (996,003)<F1>
<NET-CHANGE-FROM-OPS> 2,651,587<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (1,921,964)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 64,808
<NUMBER-OF-SHARES-REDEEMED> (4,446,060)
<SHARES-REINVESTED> 139,292
<NET-CHANGE-IN-ASSETS> (32,541,248)
<ACCUMULATED-NII-PRIOR> (445,277)<F1>
<ACCUMULATED-GAINS-PRIOR> (64,274,870)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 434,761<F1>
<INTEREST-EXPENSE> 0<F1>
<GROSS-EXPENSE> 1,408,135<F1>
<AVERAGE-NET-ASSETS> 37,912,576
<PER-SHARE-NAV-BEGIN> 7.550
<PER-SHARE-NII> 0.360
<PER-SHARE-GAIN-APPREC> (0.160)
<PER-SHARE-DIVIDEND> (0.370)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> (0.030)
<PER-SHARE-NAV-END> 7.350
<EXPENSE-RATIO> 2.18
<AVG-DEBT-OUTSTANDING> 0<F1>
<AVG-DEBT-PER-SHARE> 0<F1>
<FN>
<F1>Indicates composite number for the fund.
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 023
<NAME> S-T GBL CLASS C

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 67,049,220<F1>
<INVESTMENTS-AT-VALUE> 65,584,055<F1>
<RECEIVABLES> 3,725,558<F1>
<ASSETS-OTHER> 821<F1>
<OTHER-ITEMS-ASSETS> 258,227<F1>
<TOTAL-ASSETS> 69,568,661<F1>
<PAYABLE-FOR-SECURITIES> 2,151,356<F1>
<SENIOR-LONG-TERM-DEBT> 0<F1>
<OTHER-ITEMS-LIABILITIES> 1,807,294<F1>
<TOTAL-LIABILITIES> 3,958,650<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 342,400
<SHARES-COMMON-STOCK> 45,275
<SHARES-COMMON-PRIOR> 23,754
<ACCUMULATED-NII-CURRENT> (1,985,847)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (63,342,564)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> (2,416,979)<F1>
<NET-ASSETS> 332,657
<DIVIDEND-INCOME> 14,298<F1>
<INTEREST-INCOME> 5,294,057<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> (1,393,589)<F1>
<NET-INVESTMENT-INCOME> 3,914,766<F1>
<REALIZED-GAINS-CURRENT> (267,176)<F1>
<APPREC-INCREASE-CURRENT> (996,003)<F1>
<NET-CHANGE-FROM-OPS> 2,651,587<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (13,245)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,354
<NUMBER-OF-SHARES-REDEEMED> (5,747)
<SHARES-REINVESTED> 1,914
<NET-CHANGE-IN-ASSETS> 153,429
<ACCUMULATED-NII-PRIOR> (445,277)<F1>
<ACCUMULATED-GAINS-PRIOR> (64,274,870)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 434,761<F1>
<INTEREST-EXPENSE> 0<F1>
<GROSS-EXPENSE> 1,408,135<F1>
<AVERAGE-NET-ASSETS> 274,117
<PER-SHARE-NAV-BEGIN> 7.550
<PER-SHARE-NII> 0.340
<PER-SHARE-GAIN-APPREC> (0.140)
<PER-SHARE-DIVIDEND> (0.370)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> (0.030)
<PER-SHARE-NAV-END> 7.350
<EXPENSE-RATIO> 2.17
<AVG-DEBT-OUTSTANDING> 0<F1>
<AVG-DEBT-PER-SHARE> 0<F1>
<FN>
<F1>Indicates composite number for the fund.
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 031
<NAME> STRAT INC CLASS A

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 175,150,250<F1>
<INVESTMENTS-AT-VALUE> 174,718,627<F1>
<RECEIVABLES> 10,911,891<F1>
<ASSETS-OTHER> 17,036<F1>
<OTHER-ITEMS-ASSETS> 3,234,297<F1>
<TOTAL-ASSETS> 188,881,851<F1>
<PAYABLE-FOR-SECURITIES> 4,566,863<F1>
<SENIOR-LONG-TERM-DEBT> 57,372,263<F1>
<OTHER-ITEMS-LIABILITIES> 1,578,424<F1>
<TOTAL-LIABILITIES> 63,517,550<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 47,827,145
<SHARES-COMMON-STOCK> 3,688,102
<SHARES-COMMON-PRIOR> 3,428,615
<ACCUMULATED-NII-CURRENT> (1,909,557)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (4,282,123)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> (1,176,688)<F1>
<NET-ASSETS> 45,310,860
<DIVIDEND-INCOME> 786,323<F1>
<INTEREST-INCOME> 13,354,450<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> (4,923,671)<F1>
<NET-INVESTMENT-INCOME> 9,217,102<F1>
<REALIZED-GAINS-CURRENT> (1,253,925)<F1>
<APPREC-INCREASE-CURRENT> (3,763,808)<F1>
<NET-CHANGE-FROM-OPS> 4,199,369<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (3,523,499)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,118,648
<NUMBER-OF-SHARES-REDEEMED> (990,262)
<SHARES-REINVESTED> 131,101
<NET-CHANGE-IN-ASSETS> 1,500,639
<ACCUMULATED-NII-PRIOR> 150,395<F1>
<ACCUMULATED-GAINS-PRIOR> (5,066,351)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 1,262,844<F1>
<INTEREST-EXPENSE> 2,151,078<F1>
<GROSS-EXPENSE> 5,042,508<F1>
<AVERAGE-NET-ASSETS> 45,536,818
<PER-SHARE-NAV-BEGIN> 12.778
<PER-SHARE-NII> 0.973
<PER-SHARE-GAIN-APPREC> (0.489)
<PER-SHARE-DIVIDEND> (0.976)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.286
<EXPENSE-RATIO> 1.68
<AVG-DEBT-OUTSTANDING> 43,522,971<F1>
<AVG-DEBT-PER-SHARE> 4.3<F1>
<FN>
<F1>This item relates to the Fund on a composite basis and not on a class basis
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 032
<NAME> STRAT INC CLASS B

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 175,150,250<F1>
<INVESTMENTS-AT-VALUE> 174,718,627<F1>
<RECEIVABLES> 10,911,891<F1>
<ASSETS-OTHER> 17,036<F1>
<OTHER-ITEMS-ASSETS> 3,234,297<F1>
<TOTAL-ASSETS> 188,881,851<F1>
<PAYABLE-FOR-SECURITIES> 4,566,863<F1>
<SENIOR-LONG-TERM-DEBT> 57,372,263<F1>
<OTHER-ITEMS-LIABILITIES> 1,578,424<F1>
<TOTAL-LIABILITIES> 63,517,550<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 80,771,259
<SHARES-COMMON-STOCK> 6,201,916
<SHARES-COMMON-PRIOR> 5,964,656
<ACCUMULATED-NII-CURRENT> (1,909,557)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (4,282,123)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> (1,176,688)<F1>
<NET-ASSETS> 76,199,068
<DIVIDEND-INCOME> 786,323<F1>
<INTEREST-INCOME> 13,354,450<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> (4,923,671)<F1>
<NET-INVESTMENT-INCOME> 9,217,102<F1>
<REALIZED-GAINS-CURRENT> (1,253,925)<F1>
<APPREC-INCREASE-CURRENT> (3,763,808)<F1>
<NET-CHANGE-FROM-OPS> 4,199,369<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (5,451,394)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,677,599
<NUMBER-OF-SHARES-REDEEMED> (1,620,464)
<SHARES-REINVESTED> 180,125
<NET-CHANGE-IN-ASSETS> (23,484)
<ACCUMULATED-NII-PRIOR> 150,395<F1>
<ACCUMULATED-GAINS-PRIOR> (5,066,351)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 1,262,844<F1>
<INTEREST-EXPENSE> 2,151,078<F1>
<GROSS-EXPENSE> 5,042,508<F1>
<AVERAGE-NET-ASSETS> 78,175,372
<PER-SHARE-NAV-BEGIN> 12.779
<PER-SHARE-NII> 0.878
<PER-SHARE-GAIN-APPREC> (0.491)
<PER-SHARE-DIVIDEND> (0.880)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.286
<EXPENSE-RATIO> 2.44
<AVG-DEBT-OUTSTANDING> 43,522,971<F1>
<AVG-DEBT-PER-SHARE> 4.3<F1>
<FN>
<F1>This item relates to the Fund on a composite basis and not on a class basis
</FN>

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 033
<NAME> STRAT INC CLASS C

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 175,150,250<F1>
<INVESTMENTS-AT-VALUE> 174,718,627<F1>
<RECEIVABLES> 10,911,891<F1>
<ASSETS-OTHER> 17,036<F1>
<OTHER-ITEMS-ASSETS> 3,234,297<F1>
<TOTAL-ASSETS> 188,881,851<F1>
<PAYABLE-FOR-SECURITIES> 4,566,863<F1>
<SENIOR-LONG-TERM-DEBT> 57,372,263<F1>
<OTHER-ITEMS-LIABILITIES> 1,578,424<F1>
<TOTAL-LIABILITIES> 63,517,550<F1>
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,134,265
<SHARES-COMMON-STOCK> 314,039
<SHARES-COMMON-PRIOR> 300,301
<ACCUMULATED-NII-CURRENT> (1,909,557)<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (4,282,123)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> (1,176,688)<F1>
<NET-ASSETS> 3,854,373
<DIVIDEND-INCOME> 786,323<F1>
<INTEREST-INCOME> 13,354,450<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> (4,923,671)<F1>
<NET-INVESTMENT-INCOME> 9,217,102<F1>
<REALIZED-GAINS-CURRENT> (1,253,925)<F1>
<APPREC-INCREASE-CURRENT> (3,763,808)<F1>
<NET-CHANGE-FROM-OPS> 4,199,369<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> (264,008)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 150,464
<NUMBER-OF-SHARES-REDEEMED> (150,449)
<SHARES-REINVESTED> 13,723
<NET-CHANGE-IN-ASSETS> 20,274
<ACCUMULATED-NII-PRIOR> 150,395<F1>
<ACCUMULATED-GAINS-PRIOR> (5,066,351)<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 1,262,844<F1>
<INTEREST-EXPENSE> 2,151,078<F1>
<GROSS-EXPENSE> 5,042,508<F1>
<AVERAGE-NET-ASSETS> 3,781,050
<PER-SHARE-NAV-BEGIN> 12.768
<PER-SHARE-NII> 0.876
<PER-SHARE-GAIN-APPREC> (0.490)
<PER-SHARE-DIVIDEND> (0.880)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.274
<EXPENSE-RATIO> 2.44
<AVG-DEBT-OUTSTANDING> 43,522,971<F1>
<AVG-DEBT-PER-SHARE> 4.3<F1>
<FN>
<F1>This item relates to the Fund on a composite basis and not on a class basis
</FN>

</TABLE>