VAN KAMPEN SERIES FUND INC, N-30D, 1999-03-05

VAN KAMPEN SERIES FUND INC
N-30D, 1999-03-05

Previous: VAN KAMPEN SERIES FUND INC, N-30D, 1999-03-05

Next: VAN KAMPEN SERIES FUND INC, N-30D, 1999-03-05

<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

DISTRIBUTED BY VAN KAMPEN FUNDS INC.

SEMI-ANNUAL REPORT
DECEMBER 31, 1998
<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
TABLE OF CONTENTS

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

<TABLE>
<S> <C>
Letter to Shareholders................................................ 1
Investment Overview................................................... 3
Portfolio of Investments.............................................. 6
Statement of Assets and Liabilities................................... 10
Statement of Operations............................................... 11
Statement of Changes in Net Assets.................................... 12
Financial Highlights ................................................. 13
Notes to Financial Statements......................................... 14
</TABLE>

MSWW SAR 2/99
<PAGE>
LETTER TO SHAREHOLDERS

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

January 20, 1999

Dear Shareholder,

The past decade has been a remarkable time for investors. Together, we've
witnessed one of the greatest bull markets in investment history, unprecedented
growth in mutual fund investing, and a surge in personal retirement planning.
The coming millennium promises to hold even more opportunities.

To lead us into this new era of investing, Richard F. Powers III has joined Van
Kampen as Chairman and Chief Executive Officer. He comes to us from our parent
company, Morgan Stanley Dean Witter & Co., where he served as Executive Vice
President and Director of Marketing. He brings 27 years of experience in the
financial services industry, including an extensive background in product
management, strategic planning and brand development.

Although former Chairman Don G. Powell retired on January 1, he will remain
active in the industry and the community. Mr. Powell plans to continue his
service as a member of the board of directors of the Investment Company
Institute, the leading mutual fund industry association, and he will remain a
trustee of your fund.

ECONOMIC OVERVIEW

Despite a stormy year in the global economy, the United States ended 1998 with
only a moderate slowdown in growth. The nation's gross domestic product, a
measure of economic health, grew 3.9 percent during the year, matching 1997's
growth and indicating that our nation's economy remains strong. A continuation
of low inflation--only a 1.6 percent increase in the consumer price index over
the last 12 months--also helped sustain the domestic economy and kept
inflation-adjusted interest rates attractive.

Although the year ended on a positive note, the economic environment was quite
unsettled in the third quarter, with the Asian financial crisis contributing to
slowing corporate profits in the United States. Given the uncertainty
surrounding emerging market nations and the near-collapse of a major U.S. hedge
fund, the stock and bond markets experienced significant volatility during this
period. With instability as a backdrop, American and foreign investors alike
pursued a flight to quality--seeking the relative safety of large-company stocks
and government bonds.

In the last few months of the year the global financial situation improved in
conjunction with the Federal Reserve's interest rate decreases. In response to
declining corporate profits and mounting international concerns, the Fed lowered
interest rates three times, with 0.25 percent cuts in September, October, and
November. These rate cuts, coupled with a wave of corporate mergers and
cost-cutting measures, lent the support needed to keep the economy growing.
Dozens of foreign central banks also reduced interest rates in an effort to
stimulate their economies. These actions gave a boost to investor confidence and
encouraged a return to a more diversified range of investments in the last few
months of the year.

MARKET REVIEW

The performance of international stocks varied widely based on regional
conditions, with most markets experiencing significant volatility as a result of
the economic turmoil in many emerging market nations. Stock indexes in most
European countries turned in solid gains for the year, with Belgium, Greece, and
Finland each posting gains of more than 50 percent. In anticipation of the
economic benefits of European Monetary Union and the introduction of the euro,
the European Dow Jones Stoxx Index climbed 18.4 percent in 1998. However, many
Latin American, Asian, and eastern European stock indexes registered significant
losses.

As a result of interest rate cuts by a number of foreign central banks,
international government bonds generally performed well. In addition to
benefiting from lower interest rates, demand for these bonds increased during
the global flight to quality, as investors pulled assets from riskier
investments and diverted them to government bonds.

OUTLOOK

Our outlook for the domestic economy is positive, and we anticipate continued
low inflation and healthy economic growth. However, the aftereffects of the
global economic slowdown may continue to put pressure on corporate earnings in
the first half of the year. Internationally, we anticipate that low interest
rates and declining inflation will lead to improvements in troubled areas such
as Asia and Latin America. With the successful launch of the euro, the new
European transnational currency, we believe that many foreign markets will
become increasingly attractive in 1999.

In the long term, we are optimistic that the stock market will continue its
record growth, although we could experience additional volatility in the months
ahead if concerns about high stock valuations and increasing earnings pressure
become more pronounced. Combined with growing questions about corporate and
government reactions to the Year 2000 computer problem, we could see an
increasingly cautious market by mid-year.

------------------
1

<PAGE>
LETTER TO SHAREHOLDERS

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

Additional details about your fund, including an investment overview section
with your portfolio management team, are provided in this report. As always, we
are pleased to have the opportunity to share with you the progress of your
investment.

Sincerely,

<TABLE>
<S> <C>
[SIGNATURE] [SIGNATURE]
Richard F. Powers III Dennis J. McDonnell
Chairman President
Van Kampen Investment Advisory Corp. Van Kampen Investment Advisory Corp.
</TABLE>

- --------------
2
<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

- --------------------------------------------------------------------------------
INVESTMENT OVERVIEW
(UNAUDITED)

COMPOSITION OF NET ASSETS (AT DECEMBER 31, 1998)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
Argentina 13.8%
Brazil 8.9%
Bulgaria 2.9%
Colombia 3.0%
Ecuador 1.2%
Korea 4.4%
Mexico 12.5%
Russia 1.4%
United Kingdom 1.6%
United States 34.8%
Short-Term Investment 1.2%
Other 14.3%
</TABLE>

<TABLE>
<CAPTION>
TOTAL RETURNS**
-------------------------------------------------------------
AVERAGE ANNUAL
SIX MONTHS ONE YEAR SINCE INCEPTION
----------------- ----------------- -----------------
WITH WITHOUT WITH WITHOUT WITH WITHOUT
SALES SALES SALES SALES SALES SALES
CHARGE* CHARGE CHARGE* CHARGE CHARGE* CHARGE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Class A Shares -21.11% -17.18% -21.10% -17.15% 7.37% 8.49%
- ---------------------------------------------------------------------------------------
Class B+ Shares -20.55% -17.42% -20.69% -17.68% 7.01% 7.53%
- ---------------------------------------------------------------------------------------
Class C Shares -18.12% -17.34% -18.36% -17.61% 7.69% 7.69%
- ---------------------------------------------------------------------------------------
Worldwide High Income
Blended Index N/A -5.34% N/A -3.19% N/A 11.12%
- ---------------------------------------------------------------------------------------
</TABLE>

* The returns above are calculated using the applicable sales charge for Class
A shares and the applicable deferred sales charge for Class B and Class C
shares.
** Total returns for the Fund reflect expenses waived and reimbursed, if
applicable, by the Adviser. Without such waivers and reimbursements, total
returns would be lower.
+ Class B shares have been offered since August 1, 1995.
THE WORLDWIDE HIGH INCOME BLENDED INDEX IS AN UNMANAGED INDEX COMPOSED OF 50
PERCENT CS FIRST BOSTON HIGH YIELD INDEX, 25 PERCENT J.P. MORGAN LATIN EUROBOND
INDEX, AND 25 PERCENT J.P. MORGAN EMERGING MARKETS BOND INDEX PLUS.
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

<TABLE>
<CAPTION>
TOP FIVE HOLDINGS
PERCENT OF
SECURITY COUNTRY NET ASSETS
- --------------------------------------- --------- --------------
<S> <C> <C>
Federative Republic of Brazil 9.375%,
4/7/08 Brazil 6.3%
Republic of Argentina, Series L,
6.1875%, 3/31/05 Argentina 5.3%
United Mexican States 11.375, 9/15/16 Mexico 5.0%
United Mexican States 9.875, 1/15/07 Mexico 3.8%
Republic of Argentina, Series L,
11.375%, 1/30/17 Argentina 3.6%
</TABLE>

<TABLE>
<CAPTION>
TOP FIVE SECTORS
VALUE PERCENT OF NET
SECTOR (000) ASSETS
- --------------------------------------------- --------- ---------------
<S> <C> <C>
Foreign Government & Agency Obligations $ 83,808 36.7%
Telecommunications 38,674 16.9%
Multi-Industry 21,374 9.3%
Finance 16,511 7.2%
Services 15,708 6.9%
</TABLE>

<TABLE>
<CAPTION>
YIELD INFORMATION AS OF DECEMBER 31,
1998
- ------------------------------------
30-DAY
CURRENT
YIELD+
- ------------------------------------
<S> <C>
Class A 10.98 %
- ------------------------------------
Class B 10.77 %
- ------------------------------------
Class C 10.76 %
- ------------------------------------
</TABLE>

+ The current 30-day yield reflects the net investment income generated by the
Fund over the specified 30-day period expressed as an annual percentage.
Expenses accrued for the 30-day period include any fees charged to all
shareholders. Yields will fluctuate as market conditions change and are not
necessarily indicative of future performance.
THE PERFORMANCE RESULTS PROVIDED IN THIS OVERVIEW ARE FOR INFORMATIONAL PURPOSES
ONLY AND SHOULD NOT BE CONSTRUED AS A GUARANTEE OF THE FUND'S FUTURE
PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN
INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST. PLEASE SEE THE PROSPECTUS FOR A DESCRIPTION OF CERTAIN RISK CONSIDERATIONS
ASSOCIATED WITH INTERNATIONAL INVESTING. YIELDS WILL FLUCTUATE AS MARKET
CONDITIONS CHANGE.

The Van Kampen Worldwide High Income Fund seeks to offer investors high current
income consistent with relative stability of principal and potential for capital
appreciation. To achieve this objective, the Fund will invest primarily in
high-yielding, high-risk, fixed-income securities of issuers located throughout
the world.

PERFORMANCE

For the six months ended December 31, 1998, the Van Kampen Worldwide High Income
Fund generated a total return of -17.18 percent for the Class A shares at net
asset value, as compared to a total return of -5.34 percent for the Worldwide
High Income Blended Index. This benchmark is composed of 50 percent CS First
Boston High Yield Index (CSFB), 25 percent J.P. Morgan Latin Eurobond Index (JPM
LEI), and 25 percent J.P. Morgan Emerging Markets Bond Index Plus (JPM EMBI+).

MARKET OVERVIEW

During July, the Russian government successfully completed negotiations on an
assistance package from the International Money Fund (IMF), but this assistance
proved to be too little, too late. In August, investor sensitivity to
deteriorating credit fundamentals within the global economy reached

------------------
3

<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

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

INVESTMENT OVERVIEW (CONT.)
(UNAUDITED)

a breakpoint and precipitated the largest and broadest sell-off in emerging
market debt history. The sell-off transitioned from a focus on fundamentals to a
technically driven liquidation when Russia devalued its currency and defaulted
on its domestic debt (ruble-denominated T-bills) on August 17. The Russian
restructuring forced many market participants to sell non-Russian assets to meet
margin calls, thereby contaminating the debt of all emerging countries. Spreads,
which indicate interest rate sensitivity, on the broad emerging market debt
benchmark widened by 861 basis points during that month.

The market effectively bounced back from events in Russia during September, as
every country within the JPM EMBI+ index posted positive results except Russia,
which was down an additional 23.81 percent. Emerging market debt continued to
rebound during the last quarter of the year, with the JPM EMBI+ index, advancing
by 9.92 percent. The market was buoyed by interest rate cuts in the United
States, the completion of an IMF assistance program for Brazil, and the hope
that emerging markets had already passed through the point of maximum pessimism.

The high-yield market responded to the crisis in emerging markets and the flight
to quality as Treasury spreads widened to levels not seen since the market
debacle of 1989-90. As typically occurs in market downturns, lower-quality
credits and smaller, less-liquid names took the brunt of the downturn. Cyclical
and commodity-oriented issues suffered more than the rest of the market. Oil and
many other commodity prices dropped to levels that have not been seen for many
years, which put substantial pressure on the earnings of commodity-related
companies and many emerging market countries.

STRATEGY

We maintained our strategy of favoring large-capitalization companies. We
believe these companies have greater financial flexibility and access to capital
than smaller companies do and therefore are better able to weather difficult
financial conditions. We also maintained our emphasis on the telecommunications
sector. This sector continues to exhibit strong growth and positive merger-and-
acquisition activity and generally maintains its business within single
countries, which are not affected by the problems in emerging markets. To a
limited extent, we invested in situations that we felt became undervalued. In
general, our strategy of focusing on larger, higher-quality credits worked
positively for our investors. We had few credit problems during the period, and
higher-quality companies did a better job of keeping pace with the Treasury
market rally than smaller, less-liquid companies.

OUTLOOK

The short-term outlook for the U.S. high-yield market is somewhat mixed. On the
one hand, spreads are at very wide levels and interest rates are low. Many
analysts expect interest rates to remain low due to declining inflation and
continuing economic growth within the United States. On the other hand, shocks
continue in the emerging markets and there is concern that eventually this will
affect corporate earnings. There are also many analysts who believe the flight
to quality will remain in effect. Another risk is the fear that the stock market
is overvalued and that a major decline would put pressure on high-yield bond
prices. While the concerns are legitimate, we believe the spreads adequately
compensate us for the risks.

The negatives facing emerging-market countries in 1999 are daunting. These
countries will have to confront slowing global gross domestic product growth and
continued weak commodity prices, while at the same time face global excess
capacity and deflationary forces. Additionally, 1999 will likely require precise
navigation through myriad potential land mines, ranging from equity market
corrections, to Japanese bank defaults, to Brazilian economic instability. We
prefer, however, to focus on what might cause emerging market debt to rally or
fall further from current levels. For starters, we have seen increased monetary
liquidity during the final quarter of 1998. G-7 central banks have cut interest
rates aggressively, and we may see emerging markets rise as this liquidity works
its way into the markets. With interest rates below 5 percent in all major
developed countries, yields in the low teens may prove too tempting to ignore.
In addition, the IMF has been substantially re-funded and may be more willing
and better positioned to prevent a future liquidity-driven crisis. Finally, it
is true that in many cases crisis breeds reform and that, in effect, the markets
have forced an acceleration of structural adjustment agendas in most emerging
countries.

We believe reform may lead to improvement in the longer-term credit prospects
for certain sovereign issuers. Unfortunately, we do not believe that the
momentum provided by the easing of monetary conditions will be powerful enough
to reverse the negative fundamental forces for the most vulnerable emerging
market credits, which could affect default levels during 1999. As shown in the
chart below, the market did differentiate between stronger and weaker credits in
1998, and we expect this differentiation to continue. Despite what is generally
perceived to have been a catastrophic year for emerging market debt, only four
countries posted significantly negative returns.

RETURN PERCENTAGE
<TABLE>
<CAPTION>
COUNTRY 1998 PERFORMANCE
- ---------------------- ----------------
<S> <C>
Argentina 3.57%
Brazil -15.39%
Bulgaria -0.01%
Ecuador -25.46%
Mexico 0.03%
Morocco -1.36%
Nigeria 2.33%

<CAPTION>
COUNTRY 1998 PERFORMANCE
- ---------------------- ----------------
<S> <C>
Panama 3.84%
Peru 2.40%
Philippines 11.28%
Poland 11.79%
Russia -82.57%
Venezuela -18.43%
</TABLE>

- --------------
4

<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

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

INVESTMENT OVERVIEW (CONT.)
(UNAUDITED)

During the first few months of 1999, the market will likely experience
liquidity-driven, broad-based rallies. However, the trend toward credit
polarization should take precedence, and it is for this reason we remain
cautious on countries such as Brazil, Ecuador, and Venezuela. While each suffers
from its own unique set of problems, fiscal imbalances remain high and
currencies in each of these countries remain vulnerable. At the same time, we
feel that countries with sound fundamentals and fewer imbalances, such as
Mexico, the Philippines, and Bulgaria, will benefit most from the return of
funds into emerging markets. We also see value in countries such as Colombia,
Turkey, and Korea, where credible reforms initiated in 1998 look set to continue
in 1999, which could make the large imbalances in these countries more
manageable.

Robert Angevine Tom Bennet Steve Esser
PORTFOLIO PORTFOLIO PORTFOLIO
MANAGER MANAGER MANAGER

------------------
5
<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
<C> <S> <C>
- --------------------------------------------------------------------------

CORPORATE BONDS & NOTES (52.3%)
ARGENTINA (3.4%)
$ 2,920 Bonos del Tesoro 8.75%, 5/9/02................... $ 2,636
ARP(b)7,220 CIA International Telecommunication 10.375%,
8/1/04......................................... 5,095
--------
7,731
--------
AUSTRALIA (0.6%)
895 Glencore Nickel Property Ltd. 9.00%, 12/1/14..... 716
745 Murrin Murrin Holdings 9.375%, 8/31/07........... 663
--------
1,379
--------
BERMUDA (0.2%)
550 Flag Ltd. 8.25%, 1/30/08......................... 542
--------
BRAZIL (1.6%)
(c)4,500 BNDES 14.72%, 6/16/08............................ 3,645
--------
CANADA (1.6%)
225 Algoma Steel, Inc. 12.375%, 7/15/05.............. 164
(b,c)575 Husky Oil Ltd. 8.90%, 8/15/28.................... 571
400 Rogers Cablesystems Ltd. 10.125%, 9/1/12......... 442
865 Rogers Cablesystems Ltd., Series B, 10.00%,
3/15/05........................................ 969
1,080 Rogers Cantel, Inc. 8.30%, 10/1/07............... 1,085
250 Rogers Communications, Inc. 9.125%, 1/15/06...... 260
100 Rogers Communications, Inc. 8.875%, 7/15/07...... 104
--------
3,595
--------
GERMANY (0.7%)
(d)1,611 RSL Communications plc 0.00%, 6/15/08............ 1,042
486 Sirona Dental Systems 9.125%, 7/15/08............ 567
--------
1,609
--------
HONG KONG (0.8%)
(b)2,085 Hutchinson Whampoa, Series B, 7.45%, 8/1/17...... 1,823
--------
JAPAN (0.2%)
(c,d)425 SB Treasury Co. LLC 9.40%, 12/29/49.............. 403
--------
KOREA (4.4%)
(b)3,200 Export-Import Bank of Korea, 6.50%, 10/6/99...... 3,115
5,900 Korea Electric Power 6.375%, 12/1/03............. 5,104
(b)785 Samsung Electronics Co. 7.45%, 10/1/02........... 694
(b)1,215 Samsung Electronics Co. 9.75%, 5/1/03............ 1,152
--------
10,065
--------
MEXICO (2.6%)
(c)2,650 Petroleos Mexicanos 9.57%, 7/15/05............... 2,465
4,200 TV Azteca S.A. 10.125%, 2/15/04.................. 3,570
--------
6,035
--------
NETHERLANDS (0.5%)
975 Hermes Europe Railtel BV 11.50%, 8/15/07......... 1,028
--------
POLAND (0.5%)
(d)1,500 PTC International Finance PY 0.00%, 7/1/07....... 1,043
--------
TURKEY (1.1%)
(b)2,040 Cellco Finance 15.00%, 8/1/05.................... 1,765
ZAR(b) 1,000 Pera Financial Services 9.375%, 10/15/02......... 780
--------
2,545
--------

<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
<C> <S> <C>
- --------------------------------------------------------------------------

UNITED KINGDOM (1.6%)
$ 639 Colt Telecom Group plc 7.625%, 7/31/08........... $ 737
(d)940 Dolphin Telecommunications plc 0.00%, 6/1/08..... 359
DEM 1,023 Esprit Telecommunications Group plc 11.00%,
6/15/08........................................ 1,209
620 HMV Media Group plc 10.875%, 5/15/08............. 959
300 RSL Communications plc 12.00%, 11/1/08........... 315
--------
3,579
--------
UNITED STATES (32.5%)
150 Adelphia Communications, Series B, 9.875%,
3/1/07......................................... 166
600 Adelphia Communications, Series B, 8.375%,
2/1/08......................................... 624
1,125 AES Corp. 8.50%, 11/1/07......................... 1,142
(b)725 American Cellular Corp. 10.50%, 5/15/08.......... 710
(b)500 American Communication Lines LLC 10.25%,
6/30/08........................................ 508
930 American Standard Cos., Inc. 7.375%, 2/1/08...... 934
405 Axia Inc. 10.75%, 7/15/08........................ 411
(b)948 CA FM Lease Trust 8.50%, 7/15/17................. 1,052
400 CB Richard Ellis Service 8.875%, 6/1/06.......... 388
(b)485 Centennial Cellular Holdings 10.75%, 12/15/08.... 487
(b)600 CEX Holdings, Inc. 9.625%, 6/1/08................ 543
(b)350 Chancellor Media Corp. 9.00%, 10/1/08............ 369
1,365 Chancellor Media Corp., Series B,8.125%,
12/15/07....................................... 1,361
85 Columbia/HCA Healthcare, 8.125%, 8/4/03.......... 87
425 Columbia/HCA Healthcare, 6.91%, 6/15/05.......... 416
975 Columbia/HCA Healthcare, 7.00%, 7/1/07........... 944
2,500 Columbia/HCA Healthcare, 7.69%, 6/15/25.......... 2,305
165 Comcast Cellular Holdings 9.50%, 5/1/07.......... 176
2,665 CSC Holdings, Inc. 9.875%, 5/15/06............... 2,931
150 CSC Holdings, Inc. 7.875%, 12/15/07.............. 159
440 CSC Holdings, Inc. 7.25%, 7/15/08................ 448
(d)1,025 Dial Call Communications, Series B, 10.25%,
12/15/05....................................... 1,022
555 Dobson Communications Corp. 11.75%, 4/15/07...... 566
927 DR Securitized Lease Trust, Series 1994-K1, Class
A1, 7.60%, 8/15/07............................. 924
784 DR Securitized Lease Trust, Series 1993-K1, Class
A1, 6.66%, 8/15/10............................. 744
250 DR Securitized Lease Trust, Series 1994-K1, Class
A2, 8.375%, 8/15/15............................ 246
150 DR Structured Finance, Series 1994-K2, CMO,
9.35%, 8/15/19................................. 156
(b)300 EES Coke Battery Co., Inc. 9.382%, 4/15/07....... 294
(b)500 Entex Information Services 12.50%, 8/1/06........ 350
900 Fresenius Medical Capital Trust II 7.875%,
2/1/08......................................... 896
1,300 Global Crossing Holdings, Ltd. 9.625%, 5/15/08... 1,365
610 Globalstar LP/Capital 11.375%, 2/15/04........... 458
1,610 Grand Casinos, Inc. 10.125%, 12/1/03............. 1,755
460 Harrahs Operating Co., Inc. 7.875%, 12/5/05...... 461
1,260 Hilton Hotels 7.95%, 4/15/07..................... 1,305
2,025 HMH Properties, Inc., Series A, 7.875%, 8/1/05... 1,992
950 Host Marriott Travel Plaza, Series B, 9.50%,
5/15/05........................................ 990
</TABLE>

- --------------
6
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONT.)
DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
- --------------------------------------------------------------------------
<C> <S> <C>
</TABLE>

UNITED STATES (CONT.)
<TABLE>
<C> <S> <C>
$ (d)2,765 Intermedia Communications, Series B, 0.00%,
7/15/07........................................ $ 1,908
815 Iridium LLC/Capital Corp., Series A, 13.00%,
7/15/05........................................ 746
1,970 ISP Holdings, Inc., Series B, 9.00%, 10/15/03.... 2,078
1,750 IXC Communications, Inc. 9.00%, 4/15/08.......... 1,741
300 Jet Equipment Trust, Series C-1, 11.79%,
6/15/13........................................ 394
(b)300 Jet Equipment Trust, Series 1995-D, 11.44%,
11/1/14........................................ 391
1,150 Kmart Funding Corp., Series F, 8.80%, 7/1/10..... 1,209
1,690 Lenfest Communications, Inc. 8.375%, 11/1/05..... 1,825
670 Lenfest Communications, Inc. 7.625%, 2/15/08..... 703
(b)700 Level 3 Communications, Inc. 9.125%, 5/1/08...... 691
90 Level 3 Communications, Inc. 9.125%, 5/1/08...... 89
500 Mosaic, Class A, 10.10%, 7/9/99.................. 503
500 Musicland Group, Inc. 9.00%, 6/15/03............. 480
950 Musicland Group, Inc. 9.875%, 3/15/08............ 926
(d)565 Nextel Communications 0.00%, 8/15/04............. 548
(d)3,560 Nextel Communications 0.00%, 9/15/07............. 2,278
(d)1,760 NEXTLINK Communications, Inc. 0.00%, 4/15/08..... 1,012
256 Niagara Mohawk Power, Series G, 7.75%, 10/1/08... 280
(d)942 Niagara Mohawk Power, Series H, 0.00%, 7/1/10.... 725
(d)990 Norcal Waste Systems 13.50%, 11/15/05............ 1,069
(b)1,100 Nortek, Inc. 8.875%, 8/1/08...................... 1,119
(b,d)1,800 NTL, Inc. 0.00%, 4/1/08.......................... 1,685
(b)216 Oil Purchase Co. 7.10%, 4/30/02.................. 203
1,020 Outdoor Systems, Inc., 8.875%, 6/15/07........... 1,086
(b)500 Park Place Entertainment 7.875%, 12/15/05........ 501
700 Primus Telecommunications Group, Series B,
9.875%, 5/15/08................................ 669
(b)165 PSINet, Inc. 10.00%, 2/15/05..................... 162
(d)2,305 Qwest Communications International 0.00%,
10/15/07....................................... 1,798
(d)440 Qwest Communications International, 0.00%,
2/1/08......................................... 332
208 Qwest Communications International, Series B,
10.875%, 4/1/07................................ 239
(b)725 Ras Laffan Liquid National Gas 8.294%, 3/15/14... 606
(d)3,465 RCN Corp. 0.00%, 10/15/07........................ 1,958
(b)3,200 Reliance Industries Ltd. 10.50%, 8/6/46.......... 2,447
35 RSL Communications Ltd. 12.25%, 11/15/06......... 37
(b)1,540 RSL Communications Ltd. 9.125%, 3/1/08........... 1,401
800 SD Warren Co., Series B, 12.00%, 12/15/04........ 872
805 Smithfield Foods, Inc. 7.625%, 2/15/08........... 809
1,740 Snyder Oil Corp. 8.75%, 6/15/07.................. 1,688
982 Southland Corp. 5.00%, 12/15/03.................. 864
960 Station Casinos, Inc. 10.125%, 3/15/06........... 1,013
985 Station Casinos, Inc. 9.75%, 4/15/07............. 1,027
1,980 Tenet Healthcare Corp. 8.625%, 1/15/07........... 2,079
(b)500 Tenet Healthcare Corp. 8.125%, 12/1/08........... 513
1,300 Vencor, Inc. 9.875%, 5/1/05...................... 1,125
(d)750 Wam!Net, Inc., Series B, 0.00%, 3/1/05........... 413
595 Western Financial Bank 8.875%, 8/1/07............ 428
--------
74,355
--------
TOTAL CORPORATES BONDS & NOTES (COST $123,670)................ 119,377
--------
<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
<C> <S> <C>
- --------------------------------------------------------------------------
ASSET BACKED SECURITIES (0.7%)
UNITED STATES (0.7%)
$ 629 Aircraft Lease Portfolio Securitization Ltd.,
Series 1996-1, Class D, 12.75%, 6/15/06........ $ 628
863 Commercial Financial Services, Inc., Series
1997-5, Class A1, 7.72%, 6/15/05............... 561
415 Long Beach Acceptance Auto Grantor Trust 1997-1,
Class B, 14.22%, 10/26/03...................... 413
--------
TOTAL ASSET BACKED SECURITIES (COST $1,914)................... 1,602
--------
COLLATERALIZED MORTGAGE OBLIGATIONS (1.0%)
UNITED STATES (1.0%)
(b)1,001 DLJ Mortgage Acceptance Corp., Series 1996-CF2,
Class S, IO, 1.64%, 11/12/21................... 66
36,610 DLJ Mortgage Acceptance Corp., Series 1997-CF2,
Class S, IO, 0.36%, 10/15/30................... 824
(b)535 First Home Mortgage Acceptance Corp., Series
1996-B, Class C, 7.93%, 11/1/18................ 406
922 OHA Grantor Trust, 11.00%, 9/15/03............... 895
--------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (COST $2,285)....... 2,191
--------
EUROBONDS (5.3%)
ARGENTINA (5.3%)
(c)14,044 Republic of Argentina, Series L, 6.1875%, 3/31/05
(COST $11,590)................................. 12,007
--------
FOREIGN GOVERNMENT & AGENCY OBLIGATIONS (36.7%)
ARGENTINA (5.1%)
3,300 Republic of Argentina 11.00%, 10/9/06............ 3,267
8,260 Republic of Argentina, Series L, 11.375%,
1/30/17........................................ 8,281
--------
11,548
--------
BRAZIL (7.3%)
(c)2,080 Federated Republic of Brazil Debt Conversion
Bond, Series Z-L, 6.19%, 4/15/12............... 1,068
20,940 Federative Republic of Brazil, 9.375%, 4/7/08.... 14,449
(c)1,651 Federative Republic of Brazil, Series EI-L,
6.125%, 4/15/06................................ 1,071
--------
16,588
--------
BULGARIA (2.9%)
(d)11,180 Bulgaria Front Loaded Interest Reduction Bond
2.50%, 7/28/12................................. 6,429
(c)300 Republic of Bulgaria Discount Bonds, Series A,
6.69%, 7/28/24................................. 214
--------
6,643
--------
CHILE (0.7%)
1,725 ENDESA 7.75%, 7/15/08............................ 1,651
--------
COLOMBIA (3.0%)
(c)6,260 Republic of Colombia 12.24%, 8/13/05............. 5,791
(c)7,000 Transtel S.A. 0.02%, 8/13/08..................... 1,099
--------
6,890
--------
ECUADOR (1.2%)
(b)1,280 Conecel 14.00%, 5/1/02........................... 653
(c)2,546 Government of Ecuador 3.25%, 2/27/15............. 1,041
</TABLE>

-----------------------
7
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

ECUADOR (CONT.)
<TABLE>
<C> <S> <C>
$ (c)1,730 Republic of Ecuador Discount Bond 6.625%,
2/28/25........................................ $ 887
(d)30 Republic of Ecuador Past Due Interest Bond, PIK,
0.00%, 2/27/15................................. 12
--------
2,593
--------
JAMAICA (0.7%)
(b)300 Government of Jamaica 10.875%, 6/10/05........... 246
2,000 Mechala Group Jamaica Ltd., Series B, 12.75%,
12/30/99....................................... 1,410
--------
1,656
--------
JORDAN (0.5%)
(b,c)1,724 Government of Jordan 6.00%, 12/23/23............. 1,065
--------
MEXICO (9.9%)
8,750 United Mexican States 9.875%, 1/15/07............ 8,673
2,760 United Mexican States 8.625%, 3/12/08............ 2,584
10,950 United Mexican States 11.375%, 9/15/16........... 11,388
--------
22,645
--------
PANAMA (0.8%)
1,392 Republic of Panama, PIK, 4.00%, 7/17/16.......... 1,044
(d)17 Republic of Panama, PIK, 0.00%, 7/17/16.......... 13
900 Republic of Panama 8.875%, 9/30/27............... 851
--------
1,908
--------
PERU (1.0%)
(b,d)3,950 Republic of Peru Front Loaded Interest Reduction
Bond 3.25%, 3/7/17............................. 2,255
(d)40 Republic of Peru Front Loaded Interest Reduction
Bond 3.25%, 3/7/17............................. 23
--------
2,278
--------
PHILIPPINES (0.5%)
1,300 Philippine Long Distance Telephone Co. 7.85%,
3/6/07......................................... 1,170
--------
RUSSIA (1.4%)
(b)13,470 Russian Federation 11.00%, 7/24/18............... 3,300
--------
SOUTH AFRICA (0.6%)
ZAR 8,000 National Financiera 17.00%, 2/26/99.............. 1,283
--------
VENEZUELA (1.1%)
(c)4,071 Republic of Venezuela Discount Bond, Series L,
5.94%, 12/18/07................................ 2,590
--------
TOTAL FOREIGN GOVERNMENT & AGENCY OBLIGATIONS
(COST $90,487).............................................. 83,808
--------
LOAN AGREEMENTS (0.9%)
GABON (0.9%)
(c)4,012 Republic of Gabon Syndicated Loan, 6.69%, 4/1/04
(COST $3,286).................................. 2,106
--------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES (000)
<C> <S> <C>
- --------------------------------------------------------------------------

PREFERRED STOCKS (0.1%)
UNITED STATES (0.1%)
$ (a)3,361 Concentric Network Corp., 13.50%................. $ 287
(a,b)18 IXC Communications, Inc., PIK 9.50%.............. 18
257 Viatel, Inc. Series A............................ 2
--------
TOTAL PREFERRED STOCKS (COST $323).............................. 307
--------

<CAPTION>
NO. OF
UNITS
- ------------
<C> <S> <C>
UNITS (0.5%)
UNITED STATES (0.5%)
885 AMSC Acquisition Co., Inc., Series B, 12.25%,
4/1/08......................................... 549
(a,b)525 NSM Steel Ltd. 12.25%, 2/1/08.................... 74
(a,b)735 OnePoint Communications Corp., 14.50%, 6/1/08.... 393
(a,d)500 Viatel, Inc. 0.00%, 4/15/08...................... 284
--------
TOTAL UNITS (COST $2,433)....................................... 1,300
--------
<CAPTION>
NO. OF
WARRANTS
- ------------
<C> <S> <C>
WARRANTS (0.0%)
UNITED STATES (0.0%)
(a,b)885 American Mobile Satellite Corp.,
expiring 4/1/08................................ --
(a,b)325 Concentric Network Corp.,
expiring 12/15/07.............................. 5
(b)332,374 NSM Steel Ltd., expiring 2/1/08.................. --
735 OnePoint Communications, Inc.,
expiring 6/1/08................................ --
(a)2,250 Wam!Net, Inc., expiring 3/1/05................... 2
--------
TOTAL WARRANTS (COST $0)........................................ 7
--------
TOTAL FOREIGN & U.S. SECURITIES (97.5%) (COST $235,988)......... 222,705
--------
</TABLE>

<TABLE>
<CAPTION>
FACE
AMOUNT
(000)
<C> <S> <C>
- ------------

SHORT-TERM INVESTMENT (1.2%)
REPURCHASE AGREEMENT (1.2%)
$ 2,672 Chase Securities, Inc., 4.45%, dated 12/31/98,
due 1/4/99, To be repurchased at $2,673,
collateralized by $1,610 U.S. Treasury Bonds,
11.25%, due 2/15/15, valued at $2,732
(COST $2,672).................................. $ 2,672
--------
TOTAL INVESTMENTS (98.7%) (COST $238,660)....................... 225,377
OTHER ASSETS IN EXCESS OF LIABILITIES (1.3%).................... 3,008
--------
NET ASSETS (100%)............................................... $228,385
--------
--------
</TABLE>

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

(a) -- Non-income producing security
(b) -- 144A Security - certain conditions for public sale may exist.
(c) -- Variable/floating rate security - rate disclosed is as of December 31,
1998.
(d) -- Step Bond - coupon rate increases in increments to maturity. Rate
disclosed is as of December 31, 1998. Maturity date disclosed is the
ultimate maturity date.
ARP -- Argentine Peso
CMO -- Collateralized Mortgage Obligation
DEM -- German Mark
IO -- Interest Only
PIK -- Payment-In-Kind. Income may be received in additional securities or
cash at the discretion of the issuer.
ZAR -- South African Rand

- --------------
8
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN
WORLDWIDE HIGH INCOME FUND

- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONT.)
DECEMBER 31, 1998
(UNAUDITED)

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

FOREIGN CURRENCY EXCHANGE INFORMATION:

Under the terms of foreign currency contracts open at December 31, 1998, the
Portfolio is obligated to deliver or is to receive foreign currency in exchange
for U.S. dollars as indicated below:

<TABLE>
<CAPTION>
CURRENCY IN EXCHANGE NET UNREALIZED
TO DELIVER VALUE SETTLEMENT FOR VALUE GAIN (LOSS)
(000) (000) DATE (000) (000) (000)
- ---------- ------ ---------- ----------- ------ --------------
<S> <C> <C> <C> <C> <C>
DEM 1,120 $ 673 1/25/99 $ 658 $ 658 $(15)
ECU 265 311 1/25/99 $ 309 309 (2)
DEM 95 57 1/27/99 $ 57 57 --
DEM 3,515 2,112 1/27/99 $2,118 2,118 6
DEM 810 487 2/8/99 $ 487 487 --
DEM 625 376 2/22/99 $ 376 376 --
GBP 1,400 2,325 3/3/99 $2,301 2,301 (24)
------ ------ -----
$6,341 $6,306 $(35)
------ ------ -----
------ ------ -----
</TABLE>

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

FUTURES CONTRACTS:

At December 31, 1998, the Portfolio had the following futures contracts open:

<TABLE>
<CAPTION>
AGGREGATE UNREALIZED
NUMBER OF FACE VALUE EXPIRATION (DEPRECIATION)
SALES: CONTRACTS (000) DATE (000)
--------- ---------- ---------- -----------------
<S> <C> <C> <C> <C>
U.K. Long Gilt 15 GBP 1,786 Mar-99 $ (78)
---
---
</TABLE>

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

DEM -- German Mark
ECU -- European Currency Unit
GBP -- British Pound

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

SUMMARY OF FOREIGN & U.S. EQUITY SECURITIES
BY INDUSTRY CLASSIFICATION

<TABLE>
<CAPTION>
VALUE PERCENT OF
INDUSTRY (000) NET ASSETS
- -------------------------------------------------------------------------------------- --------- -------------
<S> <C> <C>
Foreign Government & Agency Obligations............................................... $ 83,808 36.7%
Telecommunications.................................................................... 38,674 16.9
Multi-Industry........................................................................ 21,374 9.3
Finance............................................................................... 16,511 7.2
Services.............................................................................. 15,708 6.9
Eurobonds............................................................................. 12,007 5.3
Utilities............................................................................. 8,943 4.0
Materials............................................................................. 7,859 3.4
Technology............................................................................ 4,214 1.8
Consumer Goods........................................................................ 2,567 1.1
Energy................................................................................ 2,333 1.0
Loan Agreements....................................................................... 2,106 0.9
Broadcast-Radio & Television.......................................................... 1,779 0.8
Transportation........................................................................ 1,029 0.5
Collateralized Mortgage Obligations & Asset Backed Securities......................... 3,793 1.7
--------- ---
$ 222,705 97.5%
--------- ---
--------- ---
</TABLE>

-----------------------
9
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES

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

DECEMBER 31, 1998
(UNAUDITED)

<TABLE>
<CAPTION>
(000)
<S> <C>
- ------------------------------------------------
ASSETS:
Investments in Securities, at Value
(Investments at Cost $238,660) $ 225,377
Cash 999
Receivable for:
Interest 5,999
Fund Shares Sold 366
Investments Sold 221
Variation of Futures Contracts 63
Foreign Withholding Tax Reclaim 20
Closed Forward Foreign Currency
Contracts 9
Deferred Organizational Costs 1
Other 8
---------
Total Assets 233,063
---------
LIABILITIES:
Payable for:
Dividends Declared 2,270
Investments Purchased 1,098
Fund Shares Redeemed 566
Distribution Fees 309
Investment Advisory Fees 149
Custody Fees 70
Administrative Fees 50
Transfer Agent Fees 49
Shareholder Reporting Expenses 31
Professional Fees 29
Directors' Fees and Expenses 8
Filing and Registration Fees 5
Net Unrealized Loss on Foreign
Currency Exchange Contracts 35
Other 9
---------
Total Liabilities 4,678
---------
NET ASSETS $ 228,385
---------
---------
NET ASSETS CONSIST OF:
Capital Stock at Par $ 32
Paid in Capital in Excess of Par 308,922
Undistributed Net Investment Income 506
Accumulated Net Realized Loss (67,678)
Unrealized Depreciation on
Investments, Foreign Currency
Translations and Futures (13,397)
---------
NET ASSETS $ 228,385
---------
---------
CLASS A SHARES:
Net Assets $ 68,791
Shares Issued and Outstanding
($.001 par value) (Authorized
2,625,000,000) 7,055
Net Asset Value and Redemption
Price Per Share (Based on Net
Assets of $68,790,365 and
7,055,297 Shares Outstanding) $ 9.75
---------
---------
Maximum Sales Charge 4.75%
Maximum Offering Price Per Share
(Net Asset Value Per Share x 100/
(100 -- maximum sales charge)) $ 10.24
---------
---------
CLASS B SHARES:
Net Assets $ 113,224
Shares Issued and Outstanding
($.001 par value) (Authorized
2,625,000,000) 11,648
Net Asset Value and Offering Price
Per Share (Based on Net Assets of
$113,224,224 and 11,648,413
Shares Outstanding)* $ 9.72
---------
---------
CLASS C SHARES:
Net Assets $ 46,370
Shares Issued and Outstanding
($.001 par value) (Authorized
2,625,000,000) 4,768
Net Asset Value and Offering Price
Per Share (Based on Net Assets of
$46,369,971 and 4,767,571 Shares
Outstanding)* $ 9.73
---------
---------
</TABLE>

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

* Redemption price may be subject to a contingent deferred sales charge.

- ------------------
10
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
STATEMENT OF OPERATIONS

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

SIX MONTHS ENDED DECEMBER 31, 1998
(UNAUDITED)

<TABLE>
<CAPTION>
(000)
<S> <C>
- ------------------------------------------------
INVESTMENT INCOME:
Interest $ 14,911
---------
EXPENSES:
Distribution Fees
Class A 97
Class B 610
Class C 251
Investment Advisory Fees 938
Administrative Fees 315
Shareholder Reports 73
Custodian Fees 64
Transfer Agent Fees 54
Professional Fees 40
Filing and Registration Fees 38
Directors' Fees and Expenses 3
Amortization of Organizational
Costs 2
Other 15
---------
Net Expenses 2,500
---------
Net Investment Income 12,411
---------
NET REALIZED GAIN (LOSS) ON:
Investments (68,442)
Foreign Currency Transactions (96)
Futures (95)
---------
Net Realized Loss (68,633)
---------
CHANGE IN UNREALIZED
APPRECIATION/DEPRECIATION ON:
Investments 1,560
Foreign Currency Translations (78)
Futures (186)
---------
Change in Unrealized
Appreciation/Depreciation 1,296
---------
Net Realized Loss and Change in
Unrealized
Appreciation/Depreciation (67,337)
---------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (54,926)
---------
---------
</TABLE>

-----------------------
11
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31, 1998 YEAR ENDED
(UNAUDITED) JUNE 30, 1998
(000) (000)
<S> <C> <C>
- ------------------------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income $ 12,411 $ 19,591
Net Realized (Gain) Loss (68,633) 12,018
Change in Unrealized Appreciation /Depreciation 1,296 (28,435)
----------------- -------------
Net Increase (Decrease) in Net Assets Resulting
from Operations (54,926) 3,174
----------------- -------------
DISTRIBUTIONS:
Net Investment Income:
Class A (4,182) (6,930)
Class B (6,024) (8,313)
Class C (2,480) (3,852)
----------------- -------------
(12,686) (19,095)
----------------- -------------
Net Realized Gain:
Class A (42) (6,907)
Class B (70) (8,787)
Class C (29) (4,230)
----------------- -------------
(141) (19,924)
----------------- -------------
Net Decrease in Net Assets Resulting from
Distributions (12,827) (39,019)
----------------- -------------
CAPITAL SHARE TRANSACTIONS (1):
Subscribed 62,801 226,529
Distributions Reinvested 7,340 25,615
Redeemed (72,180) (114,610)
----------------- -------------
Net Increase (Decrease) in Net Assets Resulting
from Capital Share Transactions (2,039) 137,534
----------------- -------------
Total Increase (Decrease) in Net Assets (69,792) 101,689
NET ASSETS--Beginning of Period 298,177 196,488
----------------- -------------
NET ASSETS--End of Period (Including undistributed
net investment income of $506 and $781,
respectively) $ 228,385 $ 298,177
----------------- -------------
----------------- -------------
- ------------------------------------------------------------------------------------
Capital Share Transactions:
(1) Class A:
---------------------
Shares:
Subscribed 2,613 6,811
Distributions Reinvested 263 743
Redeemed (3,168) (5,569)
----------------- -------------
Net Increase (Decrease) in Class A Shares
Outstanding (292) 1,985
----------------- -------------
----------------- -------------
Dollars:
Subscribed $ 28,100 $ 93,959
Distributions Reinvested 2,691 9,850
Redeemed (32,099) (77,161)
----------------- -------------
Net Increase (Decrease) $ (1,308) $ 26,648
----------------- -------------
----------------- -------------
Ending Paid in Capital $ 91,584 $ 92,892
----------------- -------------
----------------- -------------
Class B:
---------------------
Shares:
Subscribed 2,153 7,464
Distributions Reinvested 314 770
Redeemed (2,629) (1,939)
----------------- -------------
Net Increase (Decrease) in Class B Shares
Outstanding (162) 6,295
----------------- -------------
----------------- -------------
Dollars:
Subscribed $ 22,742 $ 101,066
Distributions Reinvested 3,193 10,086
Redeemed (26,443) (26,325)
----------------- -------------
Net Increase (Decrease) $ (508) $ 84,827
----------------- -------------
----------------- -------------
Ending Paid in Capital $ 155,584 $ 156,092
----------------- -------------
----------------- -------------
Class C:
---------------------
Shares:
Subscribed 1,148 2,312
Distributions Reinvested 142 432
Redeemed (1,376) (825)
----------------- -------------
Net Increase (Decrease) in Class C Shares
Outstanding (86) 1,919
----------------- -------------
----------------- -------------
Dollars:
Subscribed $ 11,959 $ 31,504
Distributions Reinvested 1,456 5,679
Redeemed (13,638) (11,124)
----------------- -------------
Net Increase (Decrease) $ (223) $ 26,059
----------------- -------------
----------------- -------------
Ending Paid in Capital $ 61,786 $ 62,009
----------------- -------------
----------------- -------------
- ------------------------------------------------------------------------------------
</TABLE>

- --------------
12
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
FINANCIAL HIGHLIGHTS

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED JUNE 30,
DECEMBER 31, 1998 -------------------------------------------
SELECTED PER SHARE DATA AND RATIOS (UNAUDITED) 1998# 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.46 $ 14.26 $ 12.47 $ 11.57 $ 12.17
------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.53 1.15 1.25 1.36 1.26
Net Realized and Unrealized Gain
(Loss) (2.67) (0.67) 2.30 0.80 (0.52)
------- ------- ------- ------- -------
Total From Investment Operations (2.14) 0.48 3.55 2.16 0.74
------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income (0.56) (1.09) (1.25) (1.26) (1.22)
Net Realized Gain (0.01) (1.19) (0.51) -- (0.12)
------- ------- ------- ------- -------
Total Distributions (0.57) (2.28) (1.76) (1.26) (1.34)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.75 $ 12.46 $ 14.26 $ 12.47 $ 11.57
------- ------- ------- ------- -------
------- ------- ------- ------- -------
TOTAL RETURN (1) (17.18)% 3.40% 30.29% 19.61% 6.87%
------- ------- ------- ------- -------
------- ------- ------- ------- -------
RATIOS AND SUPPLEMENTAL DATA
Net assets, End of Period (000's) $ 68,791 $91,579 $76,439 $41,493 $14,819
Ratio of Expenses to Average Net
Assets 1.48%** 1.45% 1.52% 1.55% 1.55%
Ratio of Net Investment Income to
Average Net Assets 10.45%** 8.36% 9.73% 11.95% 11.53%
Portfolio Turnover Rate 66% 156% 157% 220% 178%
- --------------------------------------------------------------------------------------------------------------
Effect of Voluntary Expense
Limitation During the Period
Per Share Benefit to Net Investment
Income $ -- $ -- $ -- $ 0.02 $ 0.05
Ratios Before Expense Limitation:
Expenses to Average Net Assets -- -- -- 1.69% 1.97%
Net Invesment Income to Average Net
Assets -- -- -- 11.81% 11.11%
- --------------------------------------------------------------------------------------------------------------

<CAPTION>
CLASS B
YEAR ENDED
APRIL 21, 1994* SIX MONTHS ENDED JUNE 30, AUGUST 1, 1995+

TO JUNE 30, DECEMBER 31, 1998 -------------------- TO JUNE 30,

SELECTED PER SHARE DATA AND RATIOS 1994 (UNAUDITED) 1998# 1997 1996

<S> <C> <C> <C> <C> <C>
- -------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.00 $ 12.40 $ 14.20 $ 12.44 $ 11.63

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

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.18 0.50 1.04 1.07 1.18

Net Realized and Unrealized Gain
(Loss) 0.16 (2.66) (0.65) 2.35 0.72

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

Total From Investment Operations 0.34 (2.16) 0.39 3.42 1.90

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

DISTRIBUTIONS
Net Investment Income (0.17) (0.51) (1.00) (1.15) (1.09)

Net Realized Gain -- (0.01) (1.19) (0.51) --

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

Total Distributions (0.17) (0.52) (2.19) (1.66) (1.09)

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

NET ASSET VALUE, END OF PERIOD $ 12.17 $ 9.72 $ 12.40 $ 14.20 $ 12.44

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

TOTAL RETURN (1) 2.86% (17.42)% 2.63% 29.14% 17.07%

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

RATIOS AND SUPPLEMENTAL DATA
Net assets, End of Period (000's) $ 6,857 $ 113,224 $146,401 $78,340 $ 26,174

Ratio of Expenses to Average Net
Assets 1.55%** 2.23%** 2.20% 2.27% 2.30%*
*
Ratio of Net Investment Income to
Average Net Assets 8.29%** 9.70%** 7.64% 8.86% 12.06%*
*
Portfolio Turnover Rate 19% 66% 156% 157% 220%

- --------------------------------------------------------------------------------------------------------------
Effect of Voluntary Expense
Limitation During the Period
Per Share Benefit to Net Investment
Income $ 0.02 $ -- $ -- $ -- $ 0.02

Ratios Before Expense Limitation:
Expenses to Average Net Assets 3.23%** -- -- -- 2.47%*
*
Net Invesment Income to Average Net
Assets 6.61%** -- -- -- 11.89%*
*
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS C
--------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED JUNE 30,
DECEMBER 31, 1998 -------------------------------------------
SELECTED PER SHARE DATA AND RATIOS (UNAUDITED) 1998# 1997 1996 1995
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA AND RATIOS
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.40 $ 14.21 $ 12.45 $ 11.58 $ 12.16
------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.50 1.04 1.16 1.30 1.17
Net Realized and Unrealized Gain
(Loss) (2.65) (0.66) 2.26 0.77 (0.50)
------- ------- ------- ------- -------
Total From Investment Operations (2.15) 0.38 3.42 2.07 0.67
------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income (0.51) (1.00) (1.15) (1.20) (1.13)
Net Realized Gain (0.01) (1.19) (0.51) -- (0.12)
------- ------- ------- ------- -------
Total Distributions (0.52) (2.19) (1.66) (1.20) (1.25)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.73 $ 12.40 $ 14.21 $ 12.45 $ 11.58
------- ------- ------- ------- -------
------- ------- ------- ------- -------
TOTAL RETURN (1) (17.34)% 2.55% 29.12% 18.71% 6.20%
------- ------- ------- ------- -------
------- ------- ------- ------- -------
RATIOS AND SUPPLEMENTAL DATA
Net assets, End of Period (000's) $ 46,370 $60,197 $41,709 $28,094 $11,880
Ratio of Expenses to Average Net
Assets 2.23%** 2.20% 2.27% 2.30% 2.30%
Ratio of Net Investment Income to
Average Net Assets 9.71%** 7.62% 9.04% 11.40% 10.72%
Portfolio Turnover Rate 66% 156% 157% 220% 178%
- --------------------------------------------------------------------------------------------------------------
Effect of Voluntary Expense
Limitation During the Period
Per Share Benefit to Net Investment
Income $ -- $ -- $ -- $ 0.04 $ 0.05
Ratios Before Expense Limitation:
Expenses to Average Net Assets -- -- -- 2.44% 2.74%
Net Invesment Income to Average Net
Assets -- -- -- 11.26% 10.28%

APRIL 21, 1994* TO
SELECTED PER SHARE DATA AND RATIOS JUNE 30, 1994
<S> <C>
- -------------------------------------
SELECTED PER SHARE DATA AND RATIOS
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.00
------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.17
Net Realized and Unrealized Gain
(Loss) 0.15
------
Total From Investment Operations 0.32
------
DISTRIBUTIONS
Net Investment Income (0.16)
Net Realized Gain --
------
Total Distributions (0.16)
------
NET ASSET VALUE, END OF PERIOD $ 12.16
------
------
TOTAL RETURN (1) 2.62%
------
------
RATIOS AND SUPPLEMENTAL DATA
Net assets, End of Period (000's) $ 6,081
Ratio of Expenses to Average Net
Assets 2.30%**
Ratio of Net Investment Income to
Average Net Assets 7.54%**
Portfolio Turnover Rate 19%
- --------------------------------------------------------------------------------------------------------------
Effect of Voluntary Expense
Limitation During the Period
Per Share Benefit to Net Investment
Income $ 0.06
Ratios Before Expense Limitation:
Expenses to Average Net Assets 4.00%**
Net Invesment Income to Average Net
Assets 5.84%**
</TABLE>

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

* Commencement of operations
** Annualized
+ The Fund began offering Class B shares on August 1, 1995.
(1) Total return is calculated exclusive of sales charges or deferred
sales charges. Total return for periods of less than one year are not
annualized.
# Net investment income and capital changes per share are based upon
monthly average shares outstanding.

-----------------------
13
The accompanying notes are an integral part of the financial statements.
<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 (UNAUDITED)

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

The Van Kampen Worldwide High Income Fund (the "Fund") is organized as a
Maryland Corporation and is registered under the Investment Company Act of 1940,
as amended. The Fund is a portfolio of the Van Kampen Series Fund, Inc. The Fund
commenced operations on April 21, 1994.

The Fund currently offers three classes of shares, Class A, Class B, and Class C
Shares. Class A shares are sold with a front-end sales charge of up to 4.75%.
For certain purchases of Class A shares, the front-end sales charge may be
waived and a contingent deferred sales charge of 1.00% imposed in the event of
certain redemptions within one year of the purchase. Class B shares are sold
with a contingent deferred sales charge on redemptions made within 5 years of
purchase which declines annually from 5% for redemptions made in year one, down
to 1.50% in year five. The contingent deferred sales charge is based on the
lesser of the current market value of the shares redeemed or the total cost of
such shares. Class B shares will automatically convert to Class A shares after
the eighth year following purchase. Class C shares are sold with a contingent
deferred sales charge of 1% for shares that are redeemed within one year of
purchase, based on the lesser of the current market value of the shares redeemed
or the total cost of such shares. All three classes of shares have identical
voting, dividend, liquidation and other rights. The Fund began offering the
current Class B shares on August 1, 1995. Class B shares held prior to May 1,
1995 were renamed Class C shares.

A. ACCOUNTING POLICIES: The following significant accounting policies are in
conformity with generally accepted accounting principles for investment
companies. Such policies are consistently followed by the Fund in the
preparation of the financial statements. Generally accepted accounting
principles require management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual results may
differ from those estimates.

1. SECURITY VALUATION: Equity securities listed on a U.S. exchange and equity
securities traded on NASDAQ are valued at the latest quoted sales price on the
valuation date. Securities listed on a foreign exchange are valued at their
closing price. Unlisted securities and listed securities not traded on the
valuation date for which market quotations are readily available are valued at
the average between the current bid and asked prices obtained from reputable
brokers. Bonds and other fixed income securities may be valued according to the
broadest and most representative market. In addition, bonds and other fixed
income securities may be valued on the basis of prices provided by a pricing
service which takes into account institutional size trading in similar groups of
securities. Debt securities purchased with remaining maturities of 60 days or
less are valued at amortized cost, if it approximates market value. All other
securities and assets for which market values are not readily available are
valued at fair value as determined in good faith by the Board of Directors,
although the actual calculations may be done by others.

At December 31, 1998, approximately 84% of the net assets of the Worldwide High
Income Fund consisted of high yield securities rated below investment grade.
Investments in high yield securities are accompanied by a greater degree of
credit risk and the risk tends to be more sensitive to economic conditions than
higher rated securities. Certain securities may be valued on the basis of bid
prices provided by one principal market maker.

2. TAXES: It is the Fund's intention to qualify as a regulated investment
company and distribute all of its taxable income. Accordingly, no provision for
Federal income taxes is required in the financial statements. The Fund may be
subject to taxes imposed by countries in which it invests. Such taxes are
generally based on income earned or gains realized or repatriated. Taxes are
accrued and applied to net investment income, net realized capital gains and net
unrealized appreciation, as applicable, as the income is earned or capital gains
are recorded.

3. REPURCHASE AGREEMENTS: In connection with transactions in repurchase
agreements, a bank as custodian for the Fund takes possession of the underlying
securities, with a market value at least equal to the amount of the repurchase
transaction, including principal and accrued interest. To the extent that any
repurchase transaction exceeds one business day, the value of the collateral is
marked-to-market on a daily basis to determine the adequacy of the collateral.
In the event of default on the obligation to repurchase, the Fund has the right
to liquidate the collateral and apply the proceeds in satisfaction of the
obligation. In the event of default or bankruptcy by the counterparty to the
agreement, realization and/or retention of the collateral or proceeds may be
subject to legal proceedings.

4. FOREIGN CURRENCY TRANSLATION AND FOREIGN INVESTMENTS: The books and records
of the Fund are maintained in U.S. dollars. Foreign currency amounts are
translated into U.S. dollars at the mean of the bid and asked prices of such
currencies against U.S. dollars last quoted by a major bank as follows:

- investments, other assets and liabilities at the prevailing rates of
exchange on the valuation date;

- investment transactions and investment income at the prevailing rates of
exchange on the dates of such transactions.

Although the net assets of the Fund are presented at the foreign exchange rates
and market values at the close of the period, the Fund does not isolate that
portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of the securities held at period end.

- -----------------------
14

<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONT.)
DECEMBER 31, 1998 (UNAUDITED)

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

Similarly, the Fund does not isolate the effect of changes in foreign exchange
rates from the fluctuations arising from changes in the market prices of
securities sold during the period. Accordingly, realized and unrealized foreign
currency gains (losses) on investments are included in the reported net realized
and unrealized gains (losses) on investments. However, pursuant to U.S. Federal
income tax regulations, the foreign currency portion of gains and losses
realized on sales and maturities of foreign denominated debt securities is
treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net
foreign exchange gains (losses) from forward foreign currency exchange
contracts, disposition of foreign currencies, currency gains or losses realized
between the trade and settlement dates on securities transactions, and the
difference between the amount of investment income and foreign withholding taxes
recorded on the Fund's books and the U.S. dollar equivalent amounts actually
received or paid. Net unrealized currency gains (losses) from valuing foreign
currency denominated assets and liabilities at period end exchange rates are
reflected as a component of unrealized appreciation (depreciation) on
investments and foreign currency translations in the Statement of Assets and
Liabilities. The change in net unrealized currency gains (losses) for the period
is reflected on the Statement of Operations.

The net assets of the Fund may include issuers located in emerging markets.
There will be certain considerations and risks of these investments not
typically associated with investments in the United States. Changes in currency
exchange rates will affect the value of and investment income from such
securities. The smaller size of the markets themselves, lesser liquidity and
greater volatility contribute to risks in valuation as compared with the U.S.
securities markets. Also there is often substantially less publicly available
information about these issuers. Emerging markets may be subject to a greater
degree of governmental involvement in the economy and greater economic and
political uncertainty. Accordingly the price which the Fund realizes upon the
sale of securities in such markets may not be equal to its value as presented in
the financial statements.

Prior governmental approval for foreign investments may be required under
certain circumstances in some countries, and the extent of foreign investment in
domestic companies may be subject to limitations in other countries. Foreign
ownership limitations also may be imposed by the charters of individual
companies to prevent, among other concerns, violation of foreign investment
limitations. As a result, an additional class of shares (identified as "Foreign"
in the Portfolio of Investments) may be created and offered for investment. The
"local" and "foreign" shares' market values may vary.

5. FOREIGN CURRENCY EXCHANGE CONTRACTS: The Fund may enter into foreign currency
exchange contracts to attempt to protect securities and related receivables and
payables against changes in future foreign currency exchange rates. A currency
exchange contract is an agreement between two parties to buy or sell currency at
a set price on a future date. The market value of the contract will fluctuate
with changes in currency exchange rates. The contract is marked-to-market daily
and the change in market value is recorded by the Fund as unrealized gain or
loss on foreign currency translation. The Fund records realized gains or losses
on foreign translation when the contract is closed, equal to the difference
between the value of the contract at the time it was opened and the value of the
contract at the time it was closed. Risks may arise upon entering into these
contracts from the potential inability of counterparties to meet the terms of
their contracts but is generally limited to the amount of unrealized gain on the
contracts, if any, at the date of default. Risks may also arise from the
unanticipated movements in the value of a foreign currency relative to the U.S.
dollar.

6. ORGANIZATIONAL COSTS: The organizational costs of the Fund are being
amortized on a straight line basis over a period of five years beginning with
the Fund's commencement of operations. Van Kampen Investments Inc. has agreed
that in the event any of its initial shares in the Fund at its inception are
redeemed, the proceeds on redemption will be reduced by the pro-rata portion of
any unamortized organizational costs in the same proportion as the number of
shares redeemed bears to the initial shares held at the same time of redemption.

7. FUTURES CONTRACTS: The Fund may purchase and sell futures contracts. Future
contracts provide for the sale by one party and purchase by another party of a
specified amount of a specified security, instrument or basket of instruments.
Futures contracts (secured by cash and securities deposited with brokers as
"initial margin") are valued based upon their quoted daily settlement prices;
changes in initial settlement value (represented by cash paid to or received
from brokers as "variation margin") are accounted for as unrealized appreciation
(depreciation). When futures contracts are closed, the difference between the
opening value at the date of purchase and the value at closing is recorded as
realized gains or losses in the Statement of Operations.

The Fund may use futures contracts in order to hedge against unfavorable changes
in the value of securities or to remain fully invested and to reduce transaction
costs. Futures contracts involve market risk in excess of the amounts recognized
in the Statement of Assets and Liabilities. Risks arise from the possible
movements in security values underlying these instruments applied to the
notional value of the contract. The change in value of futures contracts
primarily corresponds with the value of their underlying instruments, which may
not correlate with the change in

------------------
15

<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONT.)
DECEMBER 31, 1998 (UNAUDITED)

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

value of the hedged investments. In addition, there is the risk that the Fund
may not be able to enter into a closing transaction because of an illiquid
secondary market.

8. OTHER: Security transactions are accounted for on the date the securities are
purchased or sold. Realized gains and losses on the sale of investment
securities are determined on the specific identified cost basis. Dividend income
is recorded on the ex-dividend date. Interest income is recognized on the
accrual basis except where collection is in doubt. Discounts and premiums on
securities purchased are amortized according to the effective yield method over
their respective lives. Income, expenses (other than class specific expenses)
and realized and unrealized gains or losses are allocated to each class of
shares based upon their relative net assets. Distributions from the Fund are
recorded on the ex-distribution date.

The amount and the character of income and capital gain distributions to be paid
by the Fund are determined in accordance with Federal income tax regulations
which may differ from generally accepted accounting principles. These
differences are primarily due to differing book and tax treatment for foreign
currency transactions, net operating losses, foreign taxes on net realized
gains, deductibility of interest expense on short sales and gains on certain
securities of corporations designated as "passive foreign investment companies."

Permanent book and tax basis differences relating to shareholder distributions
may result in reclassification among undistributed net investment income (loss),
accumulated net realized gain (loss) and paid in capital.

Permanent book and tax basis differences, if any, are not included in ending
undistributed (distributions in excess of) net investment income for the purpose
of presenting net investment income (loss) per share in the Financial
Highlights.

B. ADVISER: Van Kampen Investment Advisory Corp., (the "Adviser") a wholly owned
subsidiary of Van Kampen Investments Inc. (an indirect wholly owned subsidiary
of Morgan Stanley Dean Witter & Co.), Morgan Stanley Dean Witter Investment
Management Inc. ("MSDWIM" or a "Sub-Adviser") and Miller Anderson & Sherrerd
LLP, wholly owned subsidiaries of Morgan Stanley Dean Witter & Co., provide the
Fund with investment advisory services at a fee paid monthly and calculated at
the annual rates based on average daily net assets as indicated below. The
Adviser has agreed to reduce advisory fees payable to it and to reimburse the
Fund, if necessary, if the annual operating expenses, as defined, expressed as a
percentage of average daily net assets, exceed the maximum ratios indicated as
follows:

<TABLE>
<CAPTION>
CLASS B
CLASS A AND CLASS C
MAX. OPERATING MAX. OPERATING
ADVISORY FEE EXPENSE RATIO EXPENSE RATIO
- ------------ -------------- --------------
<S> <C> <C>
0.75% 1.55% 2.30%
</TABLE>

C. ADMINISTRATOR: Van Kampen Investment Advisory Corp. (the "Administrator")
also provides the Fund with administrative services pursuant to an
administrative agreement for a monthly fee which on an annual basis equals 0.25%
of the average daily net assets of the portfolio, plus reimbursement of
out-of-pocket expenses. Under an agreement between the Adviser and The Chase
Manhattan Bank ("Chase"), through its corporate affiliate Chase Global Funds
Services Company ("CGFSC"), Chase provides certain administrative services to
the Fund. Chase is compensated for such services by the Adviser from the fee it
receives from the Fund. Transfer Agency services are provided to the Fund by Van
Kampen Investor Services Inc., an affiliate of the Adviser.

D. DISTRIBUTOR: Van Kampen Funds Inc. the ("Distributor") a wholly owned
subsidiary of Van Kampen Investments Inc., an indirect wholly owned subsidiary
of Morgan Stanley Dean Witter & Co., serves as the Distributor of the Fund's
shares. The Distributor is entitled to receive from the Fund a distribution fee,
which is accrued daily and paid quarterly, of an amount of up to 0.25% of the
Class A shares and up to 1.00%, on an annualized basis, of the average daily net
assets attributable to the Class B and Class C shares of the Fund.

The Distributor may receive a front end sales charge for purchases of Class A
shares. In addition, the Distributor may receive a contingent deferred sales
charge for certain redemptions of Class B and Class C shares of the Fund
redeemed within one to five years following such purchase. For the six months
ended December 31, 1998, the Distributor has advised the Fund that it earned
initial sales charges of $40,016 for Class A shares and deferred sales charges
of $9,653, $351,372 and $13,849 for Class A shares, Class B shares and Class C
shares, respectively.

E. CUSTODIAN: The Chase Manhattan Bank and its affiliates serve as custodian for
the Fund. Prior to October 1, 1998, the Fund's assets held outside the United
States were held by Morgan Stanley Trust Company ("MSTC"), a former affiliate of
the Sub-Advisers. Custody fees are payable monthly based on assets held in
custody, investment purchase and sales activity, an account maintenance fee,
plus reimbursement for certain out-of-pocket expenses. Through September 30,
1998, the Fund incurred MSTC fees of approximately $7,000. On October 1, 1998,
the Chase Manhattan Bank purchased MSTC.

F. DIRECTORS' FEES: The Fund provides deferred compensation and retirement plans
for its Directors who are not officers of Van Kampen. Under the deferred
compensation plan, Directors 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 Director's years of service to the
Fund.

G. PURCHASES AND SALES: For the six months ended December 31, 1998, the Fund
made purchases of

- -----------------------
16

<PAGE>
VAN KAMPEN WORLDWIDE HIGH INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONT.)
DECEMBER 31, 1998 (UNAUDITED)

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

approximately $163,380,000 and sales of approximately $153,587,000 of investment
securities other than long-term U.S. Government securities and short-term
investments. There were no purchases or sales of long-term U.S. Government
securities.

H. OTHER: At December 31, 1998, cost and unrealized appreciation (depreciation)
for U.S. Federal income tax purposes of the investments of the Fund was:

<TABLE>
<CAPTION>
NET
COST APPREC. DEPREC. (DEPRECIATION)
(000) (000) (000) (000)
- ---------- --------- ----------- -------------
<S> <C> <C> <C>
$238,660 $5,440 $(18,723) $(13,283)
</TABLE>

------------------
17
<PAGE>
VAN KAMPEN FUNDS

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

EQUITY FUNDS
DOMESTIC

Aggressive Equity

Aggressive Growth

American Value

Comstock

Emerging Growth

Enterprise

Equity Growth

Equity Income

Growth

Growth and Income

Harbor

Pace

Real Estate Securities

Utility

Value

INTERNATIONAL/GLOBAL

Asian Growth

Emerging Markets

European Equity

Global Equity

Global Equity Allocation

Global Franchise

Global Managed Assets

International Magnum

Latin American

FIXED-INCOME FUNDS
INCOME

Corporate Bond

Global Fixed Income

Global Government Securities

Government Securities

High Income Corporate Bond

High Yield

High Yield & Total Return

Limited Maturity Government

Short-Term Global Income

Strategic Income

U.S. Government

U.S. Government Trust for Income

Worldwide High Income

TAX EXEMPT INCOME

California Insured Tax Free

Florida Insured Tax Free Income

High Yield Municipal

Insured Tax Free Income

Intermediate Term Municipal Income

Municipal Income

New York Tax Free Income

Pennsylvania Tax Free Income

Tax Free High Income

CAPITAL PRESERVATION

Reserve

Tax Free Money

SENIOR LOAN FUNDS

Prime Rate Income Trust

Senior Floating Rate

To find out more about any of these funds, ask
your financial advisor for a prospectus, which
contains more complete information, including
sales charges, risks, and expenses. Please read
it carefully before you invest or send money.

To view a current Van Kampen fund
prospectus or to receive additional fund
information, choose from one of the following:

- - visit our Web site at WWW.VANKAMPEN.COM --
to view a prospectus, select
DOWNLOAD A PROSPECTUS

- - call us at 1-800-341-2911 weekdays
from 7:00 a.m. to 7:00 p.m. Central time
(Telecommunications Device for the Deaf
users, call 1-800-421-2833)

- - e-mail us by visiting WWW.VANKAMPEN.COM
and selecting CONTACT US

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

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

DIRECTORS

Wayne W. Whalen
CHAIRMAN OF THE BOARD
Partner, Skadden, Arps, Slate, Meagher & Flom
(Illinois)

J. Miles Branagan
Private Investor; Formerly Chairman, Chief Executive Officer
and President, MDT Corporation

Richard M. DeMartini
President and Chief Operating Officer, Individual Asset
Management Group, a division of Morgan Stanley Dean Witter & Co.

Linda Hutton Heagy
Co-Managing Partner of Heldrick & Struggles

R. Craig Kennedy
President and Director, German Marshall Fund
of the United States

Jack E. Nelson
President, Nelson Investment Planning Services, Inc.

Don G. Powell
Chairman and Director,
Van Kampen Investments Inc.

Phillip B. Rooney
Vice Chairman and Director of The Servicemaster Company

Fernando Sisto
Professor Emeritus Stevens Institute of Technology;
Director, Dynalysis of Princeton

Paul G. Yovovich
Private Investor

INVESTMENT ADVISER AND ADMINISTRATOR

Van Kampen Investment Advisory Corp.
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181

INVESTMENT SUB ADVISERS

Morgan Stanley Dean Witter Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020

Miller Anderson & Sherrerd, LLP
One Tower Bridge
West Conshohocken, Pennsylvania 19428

DISTRIBUTOR

Van Kampen Funds Inc.
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181

CUSTODIANS

The Chase Manhattan Bank
One Pierrepont Plaza
Brooklyn, New York 11210

The Chase Manhattan Bank
3 MetroTech Center
Brooklyn, New York 11245

OFFICERS

Dennis J. McDonnell
PRESIDENT

John L. Sullivan
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

Curtis W. Morell
VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER

Peter W. Hegel
VICE PRESIDENT

Joseph P. Stadler
VICE PRESIDENT

Paul R. Wolkenberg
VICE PRESIDENT

Edward C. Wood III
VICE PRESIDENT

Tanya M. Loden
CONTROLLER

DIVIDEND DISBURSING AND TRANSFER AGENT

Van Kampen Investor Services Inc.
P.O. Box 418256
Kansas City, Missouri 64141

LEGAL COUNSEL

Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP
200 E. Randolph St.
Chicago, Illinois 60601

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

FOR INFORMATION ON HOW TO INVEST, PLEASE CONTACT YOUR ACCOUNT REPRESENTATIVE OR
THE FUND AT (800) 341-2911.

THIS REPORT IS AUTHORIZED FOR DISTRIBUTION ONLY WHEN PRECEDED OR ACCOMPANIED BY
PROSPECTUSES OF THE VAN KAMPEN FUNDS INC. WHICH DESCRIBES IN DETAIL EACH OF THE
INVESTMENT FUNDS' INVESTMENT POLICIES, FEES, AND EXPENSES. PLEASE READ THE
PROSPECTUSES CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
<PAGE>
- --------------------------------------------------------------------------------

NOTES:
<PAGE>

1 Parkview Plaza n P.O. Box 5555 n Oakbrook Terrace, IL
60181-5555 n www.vankampen.com

-C- Van Kampen Funds Inc. 1999