AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2004
REGISTRATION NOS. 2-62115
811-2851
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 48 [X]
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 43 [X]
VAN KAMPEN
HIGH INCOME CORPORATE BOND FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(630) 684-6000
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
BARRY FINK
MANAGING DIRECTOR
VAN KAMPEN INVESTMENTS INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------------
COPIES TO:
WAYNE W. WHALEN, ESQ.
CHARLES B. TAYLOR, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 WEST 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:
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares of Beneficial Interest, par
value $0.01 per share
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION -- DATED JUNE 28, 2004
Van Kampen High Income Corporate Bond Fund
-------------------------------------------------------------------------------
Van Kampen High Income Corporate Bond Fund's primary investment objective is to
seek to maximize current income. Capital appreciation is a secondary objective
which is sought only when consistent with the Fund's primary investment
objective. The Fund's investment adviser seeks to achieve the Fund's investment
objectives by investing primarily in a portfolio of high-yielding, high-risk
bonds and other income securities, such as convertible securities and preferred
stock.
Shares of the Fund have not been approved or disapproved by the Securities and
Exchange Commission (SEC) or any state regulator, and neither the SEC nor any
state regulator has passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
This Prospectus is dated SEPTEMBER 1, 2004
CLASS I SHARES
PROSPECTUS
[VAN KAMPEN INVESTMENTS LOGO]
Table of Contents
Risk/Return Summary......................................... 3
Fees and Expenses of the Fund............................... 6
Investment Objectives, Strategies and Risks................. 7
Investment Advisory Services................................ 14
Purchase of Shares.......................................... 15
Redemption of Shares........................................ 17
Distributions from the Fund................................. 18
Shareholder Services........................................ 18
Federal Income Taxation..................................... 18
Appendix--Description of Securities Ratings................. A-1
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Fund, the Fund's investment adviser or the
Fund's distributor. This Prospectus does not constitute an offer by the Fund or
by the Fund's 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.
Risk/Return Summary
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
The Fund's primary investment objective is to seek to maximize current income.
Capital appreciation is a secondary objective which is sought only when
consistent with the Fund's primary investment objective.
PRINCIPAL INVESTMENT STRATEGIES
Under normal market conditions, the Fund's investment adviser seeks to achieve
the Fund's investment objectives by investing primarily in a portfolio of
high-yielding, high-risk bonds and other income securities, such as convertible
securities and preferred stock. The Fund buys and sells medium- and lower-grade
securities with a view towards seeking a high level of current income and
capital appreciation over the long-term. Lower-grade securities are commonly
referred to as junk bonds. The Fund invests in a broad range of income
securities represented by various companies and industries and traded on various
markets. In selecting securities for investment, the Fund's investment adviser
seeks to identify securities which entail reasonable credit risk considered in
relation to the Fund's investment policies. The Fund's investment adviser uses
an investment strategy of fundamental credit analysis and emphasizes issuers
that it believes will remain financially sound and perform well in a range of
market conditions. Portfolio securities are typically sold when the fundamental
assessment of an issuer by the Fund's investment adviser materially changes.
Under normal market conditions, the Fund invests at least 65% of its total
assets in corporate bonds and other income securities with maturities greater
than one year. The Fund may invest up to 35% of its total assets in securities
of issued by foreign governments or foreign corporations. The Fund may purchase
and sell certain derivative instruments, such as options, futures contracts and
options on futures contracts, for various portfolio management purposes,
including to earn income, to facilitate portfolio management and to mitigate
risks.
PRINCIPAL INVESTMENT RISKS
An investment in the Fund is subject to risks, and you could lose money on your
investment in the Fund. There can be no assurance that the Fund will achieve its
investment objectives.
CREDIT RISK. Credit risk refers to an issuer's ability to make timely payments
of interest and principal. Because the Fund invests primarily in medium- and
lower-grade securities, the Fund is subject to a higher level of credit risk
than a fund that invests only in investment grade securities. The credit quality
of noninvestment-grade securities is considered speculative by recognized rating
agencies with respect to the issuer's continuing ability to pay interest and
principal. Lower-grade securities may have less liquidity and a higher incidence
of default than higher-grade securities. The Fund may incur higher expenses to
protect the Fund's interests in such securities. The credit risks and market
prices of lower-grade securities generally are more sensitive to negative issuer
developments, such as reduced revenues or increased expenditures, or adverse
economic conditions, such as a recession, than are higher-grade securities.
MARKET RISK. Market risk is the possibility that the market values of securities
owned by the Fund will decline. The prices of income securities tend to fall as
interest rates rise, and such declines tend to be greater among income
securities with longer maturities. Although the Fund has no policy limiting the
maturities of its investments, the Fund's investment adviser seeks to maintain a
portfolio duration of two to six years. This means that the Fund is subject to
greater market risk than a fund investing solely in shorter-term securities (see
"Investment Objectives, Strategies and Risks" for an explanation of maturities
and durations). Medium- and lower-grade securities, especially those with longer
maturities or those that do not make regular interest payments, may be more
volatile and may decline more in price in response to negative issuer
developments or general economic news than higher-grade securities.
Market risk is often greater among certain types of income securities, such as
zero coupon bonds or pay-in-kind securities. As interest rates change, these
securities often fluctuate more in price than traditional income securities and
may subject the Fund to greater
3
market risk than a fund that does not own these types of securities.
INCOME RISK. The income you receive from the Fund is based primarily on interest
rates and credit risk, which can vary widely over the short- and long-term. If
interest rates drop, your income from the Fund may drop as well.
CALL RISK. If interest rates fall, it is possible that issuers of income
securities with high interest rates will prepay or "call" their securities
before their maturity dates. In this event, the proceeds from the called
securities would likely be reinvested by the Fund in securities bearing the new,
lower interest rates, resulting in a possible decline in the Fund's income and
distributions to shareholders.
FOREIGN RISKS. Because the Fund may own securities of foreign issuers, it may be
subject to risks not usually associated with owning securities of U.S. issuers.
These risks can include fluctuations in foreign currencies, foreign currency
exchange controls, political and economic instability, differences in financial
reporting, differences in securities regulation and trading and foreign taxation
issues.
RISKS OF USING DERIVATIVE INSTRUMENTS. In general terms, a derivative instrument
is one whose value depends on (or is derived from) the value of an underlying
asset, interest rate or index. Options, futures contracts and options on futures
contracts are examples of derivative instruments. Derivative instruments involve
risks different from direct investments in underlying securities. These risks
include imperfect correlation between the value of the instruments and the
underlying assets; risks of default by the other party to certain transactions;
risks that the transactions may result in losses that partially or completely
offset gains in portfolio positions; and risks that the transactions may not be
liquid.
MANAGER RISK. As with any managed fund, the Fund's investment adviser may not be
successful in selecting the best-performing securities or investment techniques,
and the Fund's performance may lag behind that of similar funds.
INVESTOR PROFILE
In light of the Fund's investment objectives and strategies, the Fund may be
appropriate for investors who:
- Seek a high level of current income
- Are willing to take on the substantially increased risks of medium- and
lower-grade securities in exchange for potentially higher income
- Wish to add to their investment portfolio a fund that invests primarily in
medium- and lower-grade income securities
An investment in the Fund is not a deposit of any bank or other insured
depository institution. An investment in the Fund is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
An investment in the Fund may not be appropriate for all investors. The Fund is
not intended to be a complete investment program, and investors should consider
their long-term investment goals and financial needs when making an investment
decision about the Fund. An investment in the Fund is intended to be a long-
term investment, and the Fund should not be used as a trading vehicle.
ANNUAL PERFORMANCE
One way to measure the risks of investing in the Fund is to look at how its
performance has varied from year to year. The following chart shows the annual
returns of the Fund's Class A Shares* over the ten calendar years prior to the
date of this Prospectus. Remember that
4
past performance of the Fund is not indicative of its future performance.
[BAR GRAPH]
ANNUAL RETURN
-------------
1994 -3.62
1995 17.43
1996 13.65
1997 12.24
1998 0.46
1999 3.90
2000 -8.22
2001 -2.65
2002 -9.42
2003 0.00
* The Fund had not commenced offering Class I Shares prior to September 1, 2004.
The returns shown in the Annual Performance chart above (and in the
Comparative Performance chart below) are for the Class A Shares of the Fund
(which are offered in a separate prospectus). The Class A Shares' sales loads
are not reflected in this chart. If these sales loads had been included, the
returns shown above would have been lower. The annual returns of the Fund's
Class I Shares would be substantially similar to that shown for the Class A
Shares because all of the Fund's shares are invested in the same portfolio of
securities; however, the actual annual returns of the Class I Shares will
differ from the annual returns shown for the Fund's Class A Shares because of
differences in the expenses borne by each class of shares. Return information
for the Fund's Class I Shares will be shown in future prospectuses offering
the Fund's Class I Shares after the Fund's Class I Shares have a full calendar
year of return information to report.
The Fund's return for the six-month period ended June 30, 2004 for Class A
Shares was %. As a result of market activity, current performance may vary
from the figures shown.
During the ten-year period shown in the bar chart, the highest quarterly return
for Class A Shares was 6.54% (for the quarter ended March 31, 1993) and the
lowest quarterly return for Class A Shares was -8.20% (for the quarter ended
September 30, 1998).
COMPARATIVE PERFORMANCE
As a basis for evaluating the Fund's performance and risks, the table below
shows how the Fund's performance compares with the Chase Global High Yield
Index*, a broad-based market index that the Fund's investment adviser believes
is an appropriate benchmark for the Fund, and the Lipper High Yield Bond Fund
Index, an index of funds with similar investment objectives. The Fund's
performance figures are for the Fund's Class A Shares and include the maximum
sales charges paid by investors on such Class A Shares**. The indices'
performance figures do not include any commissions, sales charges or taxes that
would be paid by investors purchasing the securities represented by the indices.
An investment cannot be made directly in the indices.
In addition to before tax returns for each class of shares, the table shows
after tax returns for the Fund's Class A Shares in two ways: (i) after taxes on
distributions and (ii) after taxes on distributions and sale of Fund shares. The
after tax returns for the Fund's Class I Shares will vary from the Class A
Shares' returns. After tax returns are calculated using the historical highest
individual federal marginal income tax rates during the periods shown and do not
reflect the impact of state and local taxes. Actual after tax returns depend on
an investor's tax situation and may differ from those shown, and after tax
returns are not relevant to investors who hold their Fund shares through
tax-deferred arrangements, such as 401(k) plans or individual retirement
accounts. An after tax return may be higher than the before tax return due to an
assumed benefit from any capital loss that would have been realized had Fund
shares been sold at the end of the relevant period.
Average annual total returns (before and after taxes) are shown for the periods
ended December 31, 2003 (the most recently completed calendar year prior to the
date of this Prospectus). Remember that past performance
5
(before and after taxes) of the Fund is not indicative of its future
performance.
AVERAGE ANNUAL
TOTAL RETURNS
FOR THE
PERIODS ENDED PAST PAST PAST
DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------
Van Kampen High Income
Corporate Bond Fund --
Class A Shares**
Return Before Taxes
Return After Taxes on
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
Chase Global High Yield Index N/A
Lipper High Yield Bond Fund
Index
....................................................................
N/A -- Not applicable because class data pre-dates the inception date of the
index.
* Chase Global High Yield Index is an unmanaged, broad-based index that
reflects the general performance of the global high yield corporate debt
market, including domestic and international issues.
** The Fund had not commenced offering Class I Shares prior to September 1,
2004. The returns shown in the Comparative Performance chart are for the
Class A Shares of the Fund (which are offered in a separate prospectus). The
annual returns of the Fund's Class I Shares would be substantially similar to
that shown for the Class A Shares because all of the Fund's shares are
invested in the same portfolio of securities; however, the actual annual
returns of the Class I Shares will differ from the annual returns shown for
the Fund's Class A Shares because of differences in the sales charges and
expenses borne by each class of shares. Return information for the Fund's
Class I Shares will be shown in future prospectuses offering the Fund's Class
I Shares after the Fund's Class I Shares have a full calendar year of return
information to report.
The current yield for the thirty-day period ended July 31, 2004 is % for
Class A Shares. Investors can obtain the current yield of the Fund for each
class of shares by calling (800) 847-2424 or by visiting our web site at
www.vankampen.com.
Fees and Expenses
of the Fund
-------------------------------------------------------------------------------
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
CLASS I
SHARES
-----------------------------------------------------------
SHAREHOLDER FEES
(fees paid directly from your investment)
-----------------------------------------------------------
Maximum sales charge (load) imposed on
purchases None
............................................................
Maximum deferred sales charge (load) None
............................................................
Maximum sales charge (load) imposed on
reinvested dividends None
............................................................
Redemption fee None
............................................................
Exchange fee None
............................................................
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets and are based
on expenses incurred during the Fund's fiscal year ended
August 31, 2003)
-----------------------------------------------------------
Management fees 0.55%
............................................................
Other expenses(1) %
............................................................
Total annual fund operating expenses %
............................................................
(1) Other expenses are based on estimated expenses for the current fiscal year.
Example:
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other mutual funds.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
--------------------------------------------------------------------
Class I Shares $ $ $ $
.....................................................................
6
Investment Objectives,
Strategies and Risks
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVES
The Fund's primary investment objective is to seek to maximize current income.
Capital appreciation is a secondary objective that the Fund will seek only when
consistent with the Fund's primary investment objective. The Fund's investment
objectives may be changed by the Fund's Board of Trustees without shareholder
approval, but no change is anticipated. If the Fund's investment objectives
change, the Fund will notify shareholders and shareholders should consider
whether the Fund remains an appropriate investment in light of their then
current financial position and needs. There are risks inherent in all
investments in securities; accordingly, there can be no assurance that the Fund
will achieve its investment objectives.
INVESTMENT STRATEGIES AND RISKS
Under normal market conditions, the Fund's investment adviser seeks to achieve
the Fund's investment objectives by investing primarily in a portfolio of high-
yielding, high-risk bonds and other income securities, including convertible
securities and preferred stock. Under normal market conditions, the Fund invests
primarily in medium- and lower-grade income securities, which includes
securities rated at the time of purchase BBB or lower by Standard & Poor's
("S&P") or rated Baa or lower by Moody's Investors Service, Inc. ("Moody's") and
unrated securities determined by the Fund's investment adviser to be of
comparable quality at the time of purchase. With respect to such investments,
the Fund has not established any limit on the percentage of its portfolio which
may be invested in securities in any one rating category. Securities rated BB or
lower by S&P or rated Ba or lower by Moody's and unrated securities of
comparable quality are regarded as below investment grade and are commonly
referred to as junk bonds, and involve special risks as compared to investments
in higher-grade securities. Investors should carefully consider the section
below entitled "Risks of Investing in Medium- and Lower-Grade Securities."
Certain types of income securities are subject to additional risks, see
"Additional Information Regarding Certain Income Securities" below.
Under normal market conditions, the Fund invests at least 80% of its net assets
(plus any borrowings for investment purposes) in high yield, high risk corporate
bonds at the time of investment. The Fund's policy in the foregoing sentence may
be changed by the Fund's Board of Trustees, but no change is anticipated; if the
Fund's policy in the foregoing sentence changes, the Fund will notify
shareholders at least 60 days prior to implementation of the change and
shareholders should consider whether the Fund remains an appropriate investment
in light of the changes.
The Fund buys and sells securities with a view towards seeking a high level of
current income and capital appreciation over the long-term. The Fund invests in
a broad range of income securities represented by various companies and
industries and traded on various markets. The Fund's investment adviser uses an
investment strategy of in-depth, fundamental credit analysis and emphasizes
issuers that it believes will remain financially sound and perform well in a
range of market conditions. In its effort to enhance value and diversify the
Fund's portfolio, the Fund's investment adviser may seek investments in cyclical
issues or out-of-favor areas of the market to contribute to the Fund's
performance.
The higher income and potential for capital appreciation sought by the Fund are
generally obtainable from securities in the medium- and lower-credit quality
range. Such securities tend to offer higher yields than higher-grade securities
with the same maturities because the historical conditions of the issuers of
such securities may not have been as strong as those of other issuers. These
securities may be issued in connection with corporate restructurings such as
leveraged buyouts, mergers, acquisitions, debt recapitalization or similar
events. These securities are often issued by smaller, less creditworthy
companies or companies with substantial debt and may include financially
troubled companies or companies in default or in restructuring.
7
UNDERSTANDING
QUALITY RATINGS
Income securities ratings are based on the issuer's ability to pay
interest and repay the principal. Income securities with ratings above the
bold line in the table are considered "investment grade," while those with
ratings below the bold line are regarded as "noninvestment grade." A
detailed explanation of these and other ratings can be found in the
appendix to this Prospectus.
S&P MOODY'S MEANING
------------------------------------------------------
AAA Aaa Highest quality
.......................................................
AA Aa High quality
.......................................................
A A Above-average quality
.......................................................
BBB Baa Average quality
------------------------------------------------------
BB Ba Below-average quality
.......................................................
B B Marginal quality
.......................................................
CCC Caa Poor quality
.......................................................
CC Ca Highly speculative
.......................................................
C C Lowest quality
.......................................................
D -- In default
.......................................................
Such securities often are subordinated to the prior claims of banks and other
senior lenders. Lower-grade securities are regarded by the rating agencies as
predominantly speculative with respect to the issuer's continuing ability to
meet principal and interest payments. The ratings of S&P and Moody's represent
their opinions of the quality of the income securities they undertake to rate,
but not the market risk of such securities. It should be emphasized however,
that ratings are general and are not absolute standards of quality.
The Fund's investment adviser seeks to minimize the risks involved in investing
in medium- and lower-grade securities through diversification and a focus on
in-depth research and fundamental credit analysis. In selecting securities for
investment, the Fund's investment adviser considers, among other things, the
security's current income potential, the rating assigned to the security, the
issuer's experience and managerial strength, the financial soundness of the
issuer and the outlook of its industry, changing financial condition, borrowing
requirements or debt maturity schedules, regulatory concerns, and responsiveness
to changes in business conditions and interest rates. The Fund's investment
adviser also may consider relative values based on anticipated cash flow,
interest or dividend coverage, balance sheet analysis and earnings prospects.
The investment adviser evaluates each individual income security for credit
quality and value and attempts to identify higher-yielding securities of
companies whose financial condition has improved since the issuance of such
securities or is anticipated to improve in the future. Because of the number of
investment considerations involved in investing in medium- and lower-grade
securities, achievement of the Fund's investment objectives may be more
dependent upon the investment adviser's credit analysis than is the case with
investing in higher-grade securities.
The value of income securities generally varies inversely with changes in
prevailing interest rates. If interest rates rise, income security prices
generally fall; if interest rates fall, income security prices generally rise.
Shorter-term securities are generally less sensitive to interest rate changes
than longer-term securities; thus, for a given change in interest rates, the
market prices of shorter-maturity securities generally fluctuate less than the
market prices of longer-maturity securities. Income securities with shorter
maturities generally offer lower yields than income securities with longer
maturities assuming all other factors, including credit quality, are equal.
Under normal market conditions, the Fund invests at least 65% of its total
assets in corporate bonds and other income securities with maturities greater
than one year and, while the Fund has no policy limiting the maturities of the
debt securities in which it may invest, the Fund's investment adviser seeks to
moderate risk by normally maintaining a portfolio duration of two to six years.
Duration is a measure of the expected life of a debt security that was developed
as a more precise alternative to the concept of "term to maturity." Duration
incorporates a debt security's yield, coupon interest payments, final maturity
and call features into one measurement. A duration calculation looks at the
present value of a security's entire payment stream, whereas term to maturity is
based solely on the date of a security's final principal repayment.
8
UNDERSTANDING
MATURITIES
An income security can be categorized according to its maturity, which is
the length of time before the issuer must repay the principal.
Term Maturity Level
---------------------------------------------------
1-3 years Short
....................................................
4-10 years Intermediate
....................................................
More than 10 years Long
....................................................
UNDERSTANDING
DURATION
Duration provides an alternative approach to assessing a security's market
risk. Duration measures the expected life of a security by incorporating
the security's yield, coupon interest payments, final maturity and call
features into one measure. Whereas maturity focuses only on the final
principal repayment date of a security, duration looks at the timing and
present value of all of a security's principal, interest or other
payments. Typically, a bond with interest payments due prior to maturity
has a duration less than maturity. A zero coupon bond, which does not make
interest payments prior to maturity, would have the same duration and
maturity.
RISK OF INVESTING IN
MEDIUM- AND LOWER-GRADE SECURITIES
Securities that are in the medium- or lower-grade categories generally offer
higher yields than are offered by higher-grade securities of similar maturities,
but they also generally involve greater risks, such as greater credit risk,
greater market risk and volatility, greater liquidity concerns and potentially
greater manager risk. Investors should carefully consider the risks of owning
shares of a fund which invests in medium- or lower-grade securities before
investing in the Fund.
Credit risk relates to the issuer's ability to make timely payment of interest
and principal when due. Medium-and lower-grade securities are considered more
susceptible to nonpayment of interest and principal or default than higher-grade
securities. Increases in interest rates or changes in the economy may
significantly affect the ability of issuers of medium- or lower-grade income
securities to pay interest and to repay principal, to meet projected financial
goals or to obtain additional financing. In the event that an issuer of
securities held by the Fund experiences difficulties in the timely payment of
principal and 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 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 on such amounts.
Market risk relates to changes in market value of a security that occur as a
result of variation in the level of prevailing interest rates and yield
relationships in the income securities market and as a result of real or
perceived changes in credit risk. The value of the Fund's investments 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. Income securities with
longer maturities, which may have higher yields, may increase or decrease in
value more than income securities with shorter maturities. However, the
secondary market prices of medium- or lower-grade securities generally are less
sensitive to changes in interest rates and are more sensitive to general adverse
economic changes or specific developments with respect to the particular issuers
than are the secondary market prices of higher-grade securities. A significant
increase in interest rates or a general economic downturn could severely disrupt
the market for medium- or lower-grade securities and adversely affect the market
value of such securities. Such events also could lead to a higher incidence of
default by issuers of medium- or lower-grade securities as compared with
higher-grade securities. In addition, changes in credit risks, interest rates,
the credit markets or periods of general economic uncertainty can be expected to
result in increased volatility in the market
9
price of the medium- or lower-grade securities in the Fund and thus in the net
asset value of the Fund. Adverse publicity and investor perceptions, whether or
not based on rational analysis, may affect the value, volatility and liquidity
of medium- or lower-grade securities.
The markets for medium- or lower-grade securities may be less liquid than the
markets for higher-grade securities. Liquidity relates to the ability of a fund
to sell a security in a timely manner at a price which reflects the value of
that security. To the extent that there is no established retail market for some
of the medium- or lower-grade securities in which the Fund may invest, trading
in such securities may be relatively inactive. Prices of medium- or lower-grade
securities may decline rapidly in the event a significant number of holders
decide to sell. Changes in expectations regarding an individual issuer of
medium- or lower-grade securities generally could reduce market liquidity for
such securities and make their sale by the Fund more difficult, at least in the
absence of price concessions. 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. An economic downturn or an increase in interest rates could
severely disrupt the market for such securities and adversely affect the value
of outstanding securities or the ability of the issuers to repay principal and
interest. 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.
During periods of reduced market liquidity or in the absence of readily
available market quotations for medium- or lower-grade securities held in the
Fund's portfolio, the ability of the Fund to value the Fund's securities becomes
more difficult and the judgment of the Fund may play a greater role in the
valuation of the Fund's securities due to the reduced availability of reliable
objective data.
The Fund may invest in securities not producing immediate cash income, including
securities in default, zero coupon securities or pay-in-kind securities. Prices
on non-cash-paying instruments may be more sensitive to changes in the issuer's
financial condition, fluctuation in interest rates and market demand/supply
imbalances than cash-paying securities with similar credit ratings, and thus may
be more speculative. Special tax considerations are associated with investing in
certain lower-grade securities, such as zero coupon or pay-in-kind securities.
See "Federal Income Taxation" below. The Fund's investment adviser will weigh
these concerns against the expected total returns from such instruments. See
"Additional Information Regarding Certain Income Securities" below.
The Fund may invest in securities rated below B by both Moody's and S&P, common
stocks or other equity securities and income securities on which interest or
dividends are not being paid when such investments are consistent with the
Fund's investment objectives or are acquired as part of a unit consisting of a
combination of income or equity securities. Equity securities as referred to
herein do not include preferred stocks (which the Fund considers income
securities). The Fund will not purchase any such securities which will cause
more than 20% of its total assets to be so invested or which would cause more
than 10% of its total assets to be invested in common stocks, warrants and
options on equity securities at the time of investment.
The Fund's investments may include securities with the lowest-grade assigned by
recognized rating organizations and unrated securities of comparable quality.
Securities assigned the lowest grade ratings include those of companies that are
in default or are in bankruptcy or reorganization. Securities of such companies
are regarded by the rating agencies as having extremely poor prospects of ever
attaining any real investment standing and are usually available at deep
discounts from the face values of the instruments. A security purchased at a
deep discount may currently pay a very high effective yield. In addition, if the
financial condition of the issuer improves, the underlying value of the security
may increase, resulting in capital appreciation. If the company defaults on its
obligations or remains in default, or if the plan of reorganization does not
provide sufficient payments for debtholders, the deep discount securities may
stop generating income and lose value or become worthless. The Fund's investment
adviser will balance the benefits of deep discount securities with their risks.
While a diversified portfolio may reduce the overall impact of a deep discount
security that is in default or loses its value, the risk cannot be eliminated.
10
Many medium- and lower-grade income securities are not listed for trading on any
national securities exchange, and issuers of medium- and lower-grade income
securities may 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 higher portion of unlisted or unrated securities as
compared with an investment company that invests primarily in higher-grade
securities. Unrated securities are usually not as attractive to as many buyers
as are rated securities, a factor which may make unrated securities less
marketable. These factors may have the effect of limiting the availability of
the securities for purchase by the Fund and may also limit the ability of the
Fund to sell such securities at their fair value either to meet redemption
requests or in response to changes in the economy or the financial markets.
Further, to the extent the Fund owns or may acquire illiquid or restricted
medium- or lower-grade securities, these securities may involve special
registration responsibilities, liabilities and costs, and liquidity and
valuation difficulties.
The Fund will rely on its investment adviser's judgment, analysis and experience
in evaluating the creditworthiness of an issuer. The amount of available
information about the financial condition of certain medium- or lower-grade
issuers may be less extensive than other issuers. In its analysis, the Fund's
investment adviser may consider the credit ratings of recognized rating
organizations in evaluating securities although the investment adviser does not
rely primarily on these ratings. Credit ratings of securities rating
organizations evaluate only the safety of principal and interest payments, not
the market risk. In addition, ratings are general and not absolute standards of
quality, and credit ratings are subject to the risk that the creditworthiness of
an issuer may change and the rating agencies may fail to change such ratings in
a timely fashion. A rating downgrade does not require the Fund to dispose of a
security. The Fund's investment adviser continuously monitors the issuers of
securities held in the Fund. Additionally, since most foreign income securities
are not rated, the Fund will invest in such securities based on the analysis of
the Fund's investment adviser without any guidance from published ratings.
Because of the number of investment considerations involved in investing in
medium- or lower-grade securities and foreign income securities, achievement of
the Fund's investment objectives may be more dependent upon the credit analysis
of the Fund's investment adviser than is the case with investing in higher-grade
securities.
New or proposed laws may have an impact on the market for medium- or lower-grade
securities. The Fund's investment adviser is unable at this time to predict what
effect, if any, legislation may have on the market for medium- or lower-grade
securities.
Special tax considerations are associated with investing in certain medium- or
lower-grade securities, such as zero coupon or pay-in-kind securities. The Fund
accrues income on these securities prior to the receipt of cash payments. The
Fund must distribute substantially all of its income to its shareholders to
qualify for pass-through treatment under federal income tax law and therefore,
may have to dispose of its portfolio securities to satisfy distribution
requirements.
The table below sets forth the percentages of the Fund's assets during the
fiscal year ended August 31, 2003 invested in the various rating categories
(based on the higher of the S&P or Moody's ratings) and in unrated debt
securities. The percentages are based on the dollar-weighted average of credit
ratings of all securities held by the Fund during the 2003 fiscal year computed
on a monthly basis.
FISCAL YEAR ENDED AUGUST 31, 2003
UNRATED SECURITIES OF
RATED SECURITIES COMPARABLE QUALITY
RATING (AS A PERCENTAGE OF (AS A PERCENTAGE OF
CATEGORY PORTFOLIO VALUE) PORTFOLIO VALUE)
-----------------------------------------------------------------------
AAA/Aaa 0.00% 0.00%
........................................................................
AA/Aa 0.00% 0.00%
........................................................................
A/A 0.27% 0.00%
........................................................................
BBB/Baa 10.66% 0.00%
........................................................................
BB/Ba 32.40% 0.00%
........................................................................
B/B 44.19% 0.49%
........................................................................
CCC/Caa 5.48% 0.44%
........................................................................
CC/Ca 0.84% 0.00%
........................................................................
C/C 0.39% 0.09%
........................................................................
D 0.11% 1.15%
........................................................................
Equities 3.49% 0.00%
........................................................................
Percentage of
Rated and Unrated
Debt Securities 97.83% 2.17%
........................................................................
11
The percentage of the Fund's assets invested in securities of various grades may
vary from time to time from those listed above.
ADDITIONAL INFORMATION REGARDING
CERTAIN INCOME SECURITIES
Zero coupon securities are income securities 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.
Because such securities do not entitle the holder to any periodic payments of
interest prior to maturity, this prevents any reinvestment of interest payments
at prevailing interest rates if prevailing interest rates rise. On the other
hand, because there are no periodic interest payments to be reinvested prior to
maturity, zero coupon securities eliminate the reinvestment risk and may lock in
a favorable rate of return to maturity if interest rates drop.
Payment-in-kind securities are income securities that pay interest through the
issuance of additional securities. Prices on such non-cash-paying instruments
may be more sensitive to changes in the issuer's financial condition,
fluctuations in interest rates and market demand/supply imbalances than
cash-paying securities with similar credit ratings, and thus may be more
speculative than are securities that pay interest periodically in cash.
The amount of non-cash interest income earned on zero coupon securities and
payment-in-kind securities is included, for federal income tax purposes, in the
Fund's calculation of income that is required to be distributed to shareholders
for the Fund to maintain its desired federal income tax status (even though such
non-cash paying securities do not provide the Fund with the cash flow with which
to pay such distributions). Accordingly, the Fund may be required to borrow or
to liquidate portfolio securities at a time that it otherwise would not have
done so to make such distributions. The Fund's investment adviser will weigh
these concerns against the expected total returns from such instruments.
RISKS OF INVESTING IN
SECURITIES OF FOREIGN ISSUERS
The Fund may invest up to 35% of its total assets in securities issued by
foreign governments and other foreign issuers which are similar in quality to
the securities described above. Securities of foreign issuers may be denominated
in U.S. dollars or in currencies other than U.S. dollars. The Fund's investment
adviser believes that in certain instances such securities of foreign issuers
may provide higher yields than securities of domestic issuers which have similar
maturities.
Investments in securities of foreign issuers present certain risks not
ordinarily associated with investments in securities of U.S. issuers. These
risks include fluctuations in foreign currency exchange rates, political,
economic or legal developments (including war or other instability,
expropriation of assets, nationalization and confiscatory taxation), the
imposition of foreign exchange limitations (including currency blockage),
withholding taxes on income or capital transactions or other restrictions,
higher transaction costs (including higher brokerage, custodial and settlement
costs and currency conversion costs) and possible difficulty in enforcing
contractual obligations or taking judicial action. Securities of foreign issuers
may not be as liquid and may be more volatile than comparable securities of
domestic issuers.
In addition, there often is less publicly available information about many
foreign issuers, and issuers of foreign securities are subject to different,
often less comprehensive, auditing, accounting and financial reporting
disclosure requirements than domestic issuers. There is generally less
government regulation of exchanges, brokers and listed companies abroad than in
the United States and, with respect to certain foreign countries, there is a
possibility of expropriation or confiscatory taxation, or diplomatic
developments which could affect investment in those countries. Because there is
usually less supervision and governmental regulation of foreign exchanges,
brokers and dealers than there is in the United States, the Fund may experience
settlement difficulties or delays not usually encountered in the United States.
Delays in making trades in securities of foreign issuers relating to volume
constraints, limitations or restrictions, clearance or settlement procedures, or
otherwise could impact yields and result in temporary periods
12
when assets of the Fund are not fully invested or attractive investment
opportunities are foregone.
The Fund may invest in securities of issuers determined by the investment
adviser to be in developing or emerging market countries. Investments in
securities of issuers in developing or emerging market countries are subject to
greater risks than investments in securities of developed countries since
emerging market countries tend to have economic structures that are less diverse
and mature and political systems that are less stable than developed countries.
Since the Fund may invest in securities denominated or quoted in currencies
other than the U.S. dollar, the Fund will be affected by changes in foreign
currency exchange rates (and exchange control regulations) which affect the
value of investments in the Fund and the accrued income and appreciation or
depreciation of the 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 return on such assets as well
as any temporary uninvested reserves in bank deposits in foreign currencies. In
addition, the Fund will incur costs in connection with conversions between
various currencies.
The Fund may invest in securities of foreign issuers in the form of depositary
receipts. Depositary receipts involve substantially identical risks to those
associated with direct investment in securities of foreign issuers. In addition,
the underlying issuers of certain depositary receipts, particularly unsponsored
or unregistered depositary receipts, are under no obligation to distribute
shareholder communications to the holders of such receipts, or to pass through
to them any voting rights with respect to the deposited securities.
STRATEGIC TRANSACTIONS
The Fund may, but is not required to, use various investment strategic
transactions, including options, futures contracts and options on futures
contracts, in several different ways depending upon the status of the Fund's
investments and the expectations of the Fund's investment adviser concerning the
securities markets. Although the Fund's investment adviser seeks to use these
transactions to achieve the Fund's investment objectives, no assurance can be
given that the use of these transactions will achieve this result.
The Fund can engage in options transactions on securities, indices or on futures
contracts to attempt to manage the Fund's risk in advancing or declining
markets. For example, the value of a put option generally increases as the value
of the underlying security declines. Value is protected against a market decline
to the degree the performance of the put correlates with the performance of the
Fund's investment portfolio. If the market remains stable or advances, the Fund
can refrain from exercising the put and its portfolio will participate in the
advance, having incurred only the premium cost for the put.
The Fund may purchase and sell listed and over-the-counter options ("OTC
Options"). OTC Options are subject to certain additional risks including default
by the other party to the transaction and the liquidity of the transactions.
The Fund may enter into contracts for the purchase or sale for future delivery
of fixed-income securities or contracts based on financial indices including any
index of U.S. government securities or foreign government securities (futures
contracts) and may purchase and write put and call options to buy or sell
futures contracts (options on futures contracts). A sale of a futures contract
means the acquisition of a contractual obligation to deliver the securities
called for by the contract at a specified price on a specified date. A purchase
of a futures contract means the incurring of a contractual obligation to acquire
the securities called for by the contract at a specified price on a specified
date. The purchaser of a futures contract on an index agrees to take delivery of
an amount of cash equal to the difference between a specified multiple of the
value of the index on the expiration date of the contract and the price at which
the contract was originally struck. No physical delivery of the fixed-income
securities underlying the index is made. These investment techniques generally
are used to protect against anticipated future changes in interest or exchange
rates which otherwise might either adversely affect the value of the Fund's
portfolio securities or adversely affect the price of securities which the Fund
intends to purchase at a later date.
In certain cases, the options and futures contract markets provide investment or
risk management opportunities that are not available from direct investments in
underlying securities. In addition, some
13
strategies can be performed with greater ease and at lower cost by utilizing the
options and futures contract markets rather than purchasing or selling portfolio
securities. However, such transactions involve risks different from those
involved with direct investments in underlying securities. For example, there
may be an imperfect correlation between the value of the instruments and the
underlying assets. In addition, the use of these transactions includes the risks
of default by the other party to certain transactions. The Fund may incur losses
in using these transactions that partially or completely offset gains in
portfolio positions. These transactions may not be liquid and involve manager
risk. In addition, such transactions may involve commissions and other costs,
which may increase the Fund's expenses and reduce its return.
A more complete discussion of options, futures contracts and options on futures
contracts and their risks is contained in the Fund's Statement of Additional
Information. The Fund's Statement of Additional Information can be obtained by
investors free of charge as described on the back cover of this Prospectus.
OTHER INVESTMENTS AND RISK FACTORS
For cash management purposes, the Fund may engage in repurchase agreements with
broker-dealers, banks and other financial institutions to earn a return on
temporarily available cash. Such transactions are subject to the risk of default
by the other party.
The Fund may lend its portfolio securities in an amount up to 10% of its total
assets to broker-dealers, banks and other institutional borrowers of securities
to generate income on the loaned security and any collateral received. The Fund
may incur lending fees and other costs in connection with securities lending,
and securities lending is subject to the risk of default by the other party.
The Fund may invest up to 15% of its net assets in illiquid securities and
certain restricted securities. Such securities may be difficult or impossible to
sell at the time and the price that the Fund would like. Thus, the Fund may have
to sell such securities at a lower price, sell other securities instead to
obtain cash or forego other investment opportunities.
Further information about these types of investments and other investment
practices that may be used by the Fund is contained in the Fund's Statement of
Additional Information.
The Fund may sell securities without regard to the length of time they have been
held to take advantage of new investment opportunities, or yield differentials,
or for other reasons. The Fund's portfolio turnover rate may vary from year to
year. A high portfolio turnover rate (100% or more) increases a fund's
transaction costs (including brokerage commissions or dealer costs), which would
adversely impact a fund's performance. Higher portfolio turnover may result in
the realization of more short-term capital gains than if a fund had lower
portfolio turnover. The turnover rate will not be a limiting factor, however, if
the Fund's investment adviser considers portfolio changes appropriate. The
Fund's portfolio turnover rate is reported in the section entitled "Financial
Highlights."
TEMPORARY DEFENSIVE STRATEGY. When market conditions dictate a more defensive
investment strategy, the Fund may, on a temporary basis, hold cash or invest a
portion or all of its assets in securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, prime commercial paper,
certificates of deposit, bankers' acceptances and other obligations of domestic
banks having total assets of at least $500 million, repurchase agreements and
short-term money market instruments. Under normal market conditions, the yield
on these securities will tend to be lower than the yield on other securities
that may be owned by the Fund. In taking such a defensive position, the Fund
would temporarily not be pursuing and may not achieve its investment objectives.
Investment
Advisory Services
-------------------------------------------------------------------------------
THE ADVISER. Van Kampen Asset Management is the Fund's investment adviser (the
"Adviser" or "Asset Management"). The Adviser is a wholly owned subsidiary of
Van Kampen Investments Inc. ("Van Kampen Investments"). Van Kampen Investments
is a diversified asset management company that administers more than three
million retail investor accounts, has extensive capabilities for managing
14
institutional portfolios and has more than $ billion under management or
supervision as of June 30, 2004. Van Kampen Investments has more than 50
open-end funds, more than 30 closed-end funds and more than 2,700 unit
investment trusts that are distributed by authorized dealers nationwide. Van
Kampen Funds Inc., the distributor of the Fund (the "Distributor") and the
sponsor of the funds mentioned above, is also a wholly owned subsidiary of Van
Kampen Investments. Van Kampen Investments is an indirect wholly owned
subsidiary of Morgan Stanley, a preeminent global financial services firm that
maintains leading market positions in each of its three primary businesses:
securities, asset management and credit services. Morgan Stanley is a full
service securities firm engaged in securities trading and brokerage activities,
investment banking, research and analysis, financing and financial advisory
services. The Adviser's principal office is located at 1221 Avenue of the
Americas, New York, New York 10020.
ADVISORY AGREEMENT. The Fund retains the Adviser to manage the investment of its
assets and to place orders for the purchase and sale of its portfolio
securities. Under an investment advisory agreement between the Adviser and the
Fund (the "Advisory Agreement"), the Fund pays the Adviser a monthly fee
computed based upon an annual rate applied to the average daily net assets of
the Fund as follows:
AVERAGE DAILY NET ASSETS % PER ANNUM
--------------------------------------------------
First $150 million 0.625%
...................................................
Next $150 million 0.550%
...................................................
Over $300 million 0.500%
...................................................
Applying this fee schedule, the effective advisory fee rate was 0.55% of the
Fund's average daily net assets for the Fund's fiscal year ended August 31,
2004. The Fund's average daily net assets are determined by taking the average
of all of the determinations of the net assets during a given calendar month.
Such fee is payable for each calendar month as soon as practicable after the end
of that month.
The Adviser furnishes offices, necessary facilities and equipment, and provides
administrative services to the Fund. The Fund pays all charges and expenses of
its day-to-day operations, including service fees, distribution fees, custodian
fees, legal and independent accountant fees, the costs of reports and proxies to
shareholders, compensation of trustees of the Fund (other than those who are
affiliated persons of the Adviser, Distributor or Van Kampen Investments) and
all other ordinary business expenses not specifically assumed by the Adviser.
From time to time, the Adviser or the Distributor may voluntarily undertake to
reduce the Fund's expenses by reducing the fees payable to them or by reducing
other expenses of the Fund in accordance with such limitations as the Adviser or
Distributor may establish.
PORTFOLIO MANAGEMENT. The Fund is managed by the Adviser's Taxable Fixed Income
team. The team is made up of established investment professionals. Current
members of the team include Sheila Finnerty, a Managing Director, Gordon W.
Loery, an Executive Director of the Adviser, Joshua Givelber and Chad Liu, Vice
Presidents of the Adviser. The composition of the team may change without notice
from time to time.
Purchase of Shares
-------------------------------------------------------------------------------
GENERAL
This Prospectus offers Class I Shares of the Fund. Class I Shares are offered
without any sales charges on purchases or sales and without any distribution
(12b-1) fee and service fee. Class I Shares are available for purchase
exclusively by investors through (i) tax-exempt retirement plans with assets of
at least one million dollars (including 401(k) plans, 457 plans,
employer-sponsored 403(b) plans, profit sharing and money purchase plans,
defined benefit plans and non-qualified deferred compensation plans), (ii)
fee-based investment programs with assets of at least one million dollars and
(iii) institutional clients with assets of at least one million dollars.
Participants in tax-exempt retirement plans must contact the plan's
administrator to purchase shares. For plan administrator contact information,
participants should contact their respective employer's human resources
department. Participants in fee-based investment programs should contact the
program's administrator or their financial adviser to purchase shares.
Institutional clients may purchase shares either directly or through an
authorized dealer.
15
Other classes of shares of the Fund may be offered through one or more separate
prospectuses of the Fund. Each class of shares of the Fund represents an
interest in the same portfolio of investments of the Fund and generally has the
same rights, except for the differing sales loads, distribution fees, service
fees and any related expenses associated with each class of shares, the
exclusive voting rights by each class with respect to any distribution plan or
service plan for such class of shares, and some classes may have different
conversion rights or shareholder servicing options.
PRICING FUND SHARES
The offering price of the Fund's Class I Shares is based upon the Fund's net
asset value per share after an order is received timely by the Fund's
shareholder service agent, Van Kampen Investor Services Inc. ("Investor
Services"), a wholly-owned subsidiary of Van Kampen Investments, either directly
or from authorized dealers, administrators, financial advisers, custodians or
trustees.
The net asset value per share is determined once daily as of the close of
trading on the New York Stock Exchange (the "Exchange") (currently 4:00 p.m.,
New York time) each day the Exchange is open for trading except on any day 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's Board of Trustees
reserves the right to calculate the net asset value per share and adjust the
offering price more frequently than once daily if deemed desirable. Net asset
value per share for Class I Shares is determined by dividing the value of the
Fund's portfolio securities, cash and other assets (including accrued interest)
attributable to Class I Shares, less all liabilities (including accrued
expenses) attributable to Class I Shares, by the total number of shares of Class
I Shares outstanding.
Such computation is made by using prices as of the close of trading on the
Exchange and (i) valuing securities listed or traded on a domestic securities
exchange at the last reported sale price or, if there has been no sale that day,
at the mean between the last reported bid and asked prices and valuing
securities listed or traded on a foreign securities exchange at the last
reported sale price or the latest bid price, (ii) valuing over-the-counter
securities at the NASDAQ Official Closing Price or, if there has been no sale
that day, at the mean between the last reported bid and asked prices, (iii)
valuing unlisted securities at the mean between the last reported bid and asked
prices obtained from reputable brokers and (iv) valuing any securities for which
market quotations are not readily available and any other assets at their fair
value as determined in good faith by the Adviser in accordance with procedures
established by the Fund's Board of Trustees. In cases where a security is traded
on more than one exchange, the security is valued on the exchange designated as
the primary market. Securities with remaining maturities of 60 days or less are
valued at amortized cost, which approximates market value. See the financial
statements and notes thereto in the Fund's Statement of Additional Information.
HOW TO BUY SHARES
The shares are offered on a continuous basis through the Distributor as
principal underwriter, which is located at 1221 Avenue of the Americas, New
York, New York 10020. Shares may be purchased through members of the NASD who
are acting as securities dealers ("dealers") and NASD members or eligible
non-NASD members who are acting as brokers or agents for investors ("brokers").
Dealers and brokers are sometimes referred to herein as authorized dealers.
Shares may be purchased on any business day by completing the account
application form and forwarding the account application form, directly or
through an authorized dealer, administrator or financial adviser, to Investor
Services. Sales personnel of authorized dealers distributing the Fund's Class I
Shares may be entitled to receive compensation for selling such shares.
The offering price for shares is based upon the next calculation of net asset
value per share after an order is received timely by Investor Services.
Purchases completed through an authorized dealer, custodian, trustee or record
keeper of a retirement plan account may involve additional fees charged by the
authorized dealer, custodian, trustee or record keeper. Orders received by
Investor Services prior to the close of the Exchange, and orders received by
authorized dealers prior to the close of the Exchange that are properly
transmitted to Investor Services by the time designated by Investor Services,
are priced based on the date of receipt. Orders received by Investor Services
after the
16
close of the Exchange, and orders received by authorized dealers after the close
of the Exchange or orders received by authorized dealers that are not
transmitted to Investor Services until after the time designated by Investor
Services, are priced based on the date of the next determined net asset value
per share provided they are received timely by Investor Services on such date.
It is the responsibility of authorized dealers to transmit orders received by
them to Investor Services so they will be received in a timely manner.
The Fund and the Distributor reserve the right to refuse any order for the
purchase of shares. The Fund also reserves the right to suspend the sale of the
Fund's shares in response to conditions in the securities markets or for other
reasons.
Investor accounts will automatically be credited with additional shares of the
Fund after any Fund distributions, such as dividends and capital gain dividends,
unless the investor instructs the Fund otherwise. Investors wishing to receive
cash instead of additional shares should contact the administrator or their
financial adviser.
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account. What
this means to you: when you open an account, you will be asked to provide your
name, address, date of birth, and other information that will allow us to
identify you. The Fund and the Distributor reserve the right to not open your
account if this information is not provided. If the Fund or the Distributor is
unable to verify your identity, the Fund and the Distributor reserve the right
to restrict additional transactions and/or liquidate your account at the next
calculated net asset value after the account is closed (minus any applicable
sales or other charges) or take other action required by law.
Redemption of Shares
-------------------------------------------------------------------------------
Generally, shareholders of Class I Shares of the Fund may redeem for cash some
or all of their shares without charge by the Fund at any time. Participants in
tax-exempt retirement plans eligible to purchase shares generally must contact
the plan's administrator to redeem shares. For plan administrator contact
information, participants should contact their respective employer human
resources department. Participants in fee-based investment programs generally
must contact the program's administrator or their financial adviser to redeem
shares. Such transactions generally are effected on behalf of a tax-exempt
retirement plan participant by a custodian or trustee for the plan and on behalf
of a fee-based investment program participant by their administrator or
financial adviser. The redemption price will be the net asset value per share
next determined after the receipt by Investor Services of a request in proper
form from an administrator, custodian or trustee or by the Distributor from an
authorized dealer provided such order is timely transmitted to Investor Services
or the Distributor by the time designated by Investor Services or the
Distributor. It is the responsibility of administrators, financial advisers,
custodians or trustees and authorized dealers to transmit redemption requests
received by them to Investor Service or the Distributor so they will be received
prior to such time. Redemptions completed through a plan or program
administrator, custodian, trustee or record keeper of a retirement plan account
may involve additional fees charged by the plan or program administrator,
custodian, trustee or record keeper.
Payment for shares redeemed generally will be mailed within seven days after
receipt by Investor Services of the redemption request in proper form. Such
payment may be postponed or the right of redemption suspended as provided by the
rules of the SEC. Such payment may, under certain circumstances, be paid wholly
or in part by a distribution-in-kind of portfolio securities. If the shares to
be redeemed have been recently purchased by check, Investor Services may delay
the payment of redemption proceeds until it confirms that the purchase check has
cleared, which may take up to 15 calendar days from the date of purchase.
If a holder of Class I Shares ceases to participate in the plan or program or is
otherwise no longer eligible to purchase Class I Shares, then all Class I Shares
held by the shareholder will convert to Class A Shares of the Fund. The Fund
will provide the shareholder with at least 30 days notice prior to such
conversion. The
17
failure of a shareholder of a fee-based investment program to satisfy any
minimum investment requirements will not constitute a conversion event. Such
conversion will be on the basis of the relative net asset values of the shares,
without imposition of any sales load, fee or other charge.
Distributions from
the Fund
-------------------------------------------------------------------------------
In addition to any increase in the value of shares which the Fund may achieve,
shareholders may receive distributions from the Fund of dividends and capital
gain dividends.
DIVIDENDS. Interest from investments is the Fund's main source of net investment
income. The Fund's present policy, which may be changed at any time by the
Fund's Board of Trustees, is to declare daily and to distribute monthly all, or
substantially all, of this net investment income as dividends to shareholders.
Dividends are automatically applied to purchase additional shares of the Fund at
the next determined net asset value unless the shareholder instructs otherwise.
The per share dividends on Class B Shares and Class C Shares may be lower than
the per share dividends on Class A Shares as a result of the higher distribution
fees and transfer agency costs applicable to such classes of shares.
CAPITAL GAIN DIVIDENDS. The Fund may realize capital gains or losses when it
sells securities, depending on whether the sales prices for the securities are
higher or lower than purchase prices. The Fund distributes any net capital gains
to shareholders as capital gain dividends at least annually. As in the case of
dividends, capital gain dividends are automatically reinvested in additional
shares of the Fund at the next determined net asset value unless the shareholder
instructs otherwise.
Shareholder Services
-------------------------------------------------------------------------------
Participants in tax-exempt retirement plans and fee-based investment programs
eligible to purchase the shares of the Fund generally must contact the
administrator or their financial adviser to purchase, redeem or exchange shares.
Certain shareholder services may only be available to tax-exempt retirement plan
participants through a plan administrator. Participants should contact the
appropriate tax-exempt retirement plan administrator for information regarding
the administration of participants' investments in the shares.
Federal Income Taxation
-------------------------------------------------------------------------------
Distributions of the Fund's investment company taxable income (generally
ordinary income and net short-term capital gain) 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 gain (which is the excess of net long-term capital gain over net
short-term capital loss) designated as capital gain dividends, if any, are
taxable to shareholders as long-term capital gains, whether paid in cash or
reinvested in additional shares, and regardless of how long the shares of the
Fund have been held by such shareholders. The Fund expects that its
distributions will consist primarily of ordinary income and capital gain
dividends. Distributions in excess of the Fund's earnings and profits will first
reduce the adjusted tax basis of a shareholder's shares 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).
Although distributions generally are treated as taxable in the year they are
paid, distributions declared in October, November or December, payable to
shareholders of record on a specified date in such month and paid during January
of the following year will be treated as having been distributed by the Fund and
received by the shareholders on the December 31st prior to the date of payment.
The Fund will inform
18
shareholders of the source and tax status of all distributions promptly after
the close of each calendar year.
The Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "2003 Tax Act")
contains provisions that reduce the U.S. federal income tax rates on (1) long-
term capital gains received by individuals and (2) "qualified dividend income"
received by individuals from certain domestic and foreign corporations. The
reduced rate for capital gains generally applies to long-term capital gains from
sales or exchanges recognized on or after May 6, 2003, and ceases to apply for
taxable years beginning after December 31, 2008. The reduced rate for dividends
generally applies to "qualified dividend income" received in taxable years
beginning after December 31, 2002, and ceases to apply for taxable years
beginning after December 31, 2008. Because the Fund intends to invest primarily
in debt securities, ordinary income dividends paid by the Fund generally will
not be eligible for the reduced rate applicable to "qualified dividend income."
Distributions from the Fund designated as capital gain dividends may be eligible
for the reduced rate applicable to long-term capital gains.
The sale or exchange of shares may be a taxable transaction for federal income
tax purposes. Shareholders who sell their shares will generally recognize a gain
or loss in an amount equal to the difference between their adjusted tax basis in
the shares sold and the amount received. If the shares are held by the
shareholder as a capital asset, the gain or loss will be a capital gain or loss.
As a consequence of the 2003 Tax Act, the maximum tax rate applicable to net
capital gains recognized by individuals and other non-corporate taxpayers on the
sale or exchange of shares is (i) the same as the maximum ordinary income tax
rate for capital assets held for one year or less or (ii) for net capital gains
recognized on or after May 6, 2003, 15% for capital assets held for more than
one year (20% for net capital gains recognized in taxable years beginning after
December 31, 2008).
Backup withholding rules require the Fund, in certain circumstances, to withhold
28% of dividends and certain other payments, including redemption proceeds, 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 make certain required certifications (including certifications as to foreign
status, if applicable) or who are otherwise subject to backup withholding.
Foreign shareholders, including shareholders who are non-resident aliens, may be
subject to U.S. withholding tax on certain distributions (whether received in
cash or in shares) at a rate of 30% or such lower rate as prescribed by an
applicable treaty. Dividends paid by the Fund will be subject to such U.S.
withholding tax, whereas interest income with respect to a direct investment in
the underlying assets of the Fund by a foreign shareholder generally would not
be subject to U.S. withholding tax. Prospective foreign investors should consult
their advisers concerning the tax consequences to them of an investment in
shares of the Fund.
The Fund has elected and qualified, and intends to continue to qualify, as a
regulated investment company under federal income tax law. If the Fund so
qualifies and distributes each year to its shareholders at least 90% of its
investment company taxable income, the Fund will not be required to pay federal
income taxes on any income it distributes to shareholders. If the Fund
distributes less than an amount equal to the sum of 98% of its ordinary income
and 98% of its capital gain net income, then the Fund will be subject to a 4%
excise tax on the undistributed amounts.
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 to maintain its qualification as a
regulated investment company and to avoid income and excise taxes. 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.
The federal income tax discussion set forth above is for general information
only. Shareholders and prospective investors should consult their own advisers
regarding the specific federal tax consequences of purchasing, holding and
disposing of shares of the Fund, as well as the effects of state, local and
foreign tax laws and any proposed tax law changes.
19
Appendix -- Description of Securities Ratings
-------------------------------------------------------------------------------
STANDARD & POOR'S -- A brief description of the applicable Standard & Poor's
(S&P) rating symbols and their meanings (as published by S&P) follows:
A S&P issue credit rating is a current opinion of the creditworthiness of an
obligor with respect to a specific financial obligation, a specific class of
financial obligations, or a specific financial program. It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of
credit enhancement on the obligation.
The issue credit rating is not a recommendation to purchase, sell, or hold a
financial obligation, inasmuch as it does not comment as to market price or
suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors
or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any credit rating and may, on occasion, rely
on unaudited financial information. Credit ratings may be changed, suspended, or
withdrawn as a result of changes in, or unavailability of, such information, or
based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings
are generally assigned to those obligations considered short term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
rating, in which the short-term ratings address the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS
Issue credit 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; and
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.
The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above.
AAA: An obligation rated "AAA" has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
AA: An obligation rated "AA" differs from the highest-rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A: An obligation rated "A" is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB: An obligation rated "BBB" exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.
A-1
SPECULATIVE GRADE
BB, B, CCC, CC, C: Obligations rated "BB", "B", "CCC", "CC" and "C" are regarded
as having significant speculative characteristics. "BB" indicates the least
degree of speculation and "C" the highest. While such obligations will likely
have some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions.
BB: An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B: An obligation rated "B" is more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC: An obligation rated "CCC" is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated "CC" is currently highly vulnerable to nonpayment.
C: The "C" rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments on this obligation
are being continued.
D: An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation 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.
c: The "c" subscript is used to provide additional information to investors that
the bank may terminate its obligation to purchase tendered bonds if the
long-term credit rating of the issuer is below an investment-grade level and/or
the issuer's bonds are deemed taxable.
p: The letter "p" indicates that the rating is provisional. A provisional rating
assumes the successful completion of the project financed by the debt being
rated and indicates that payment of debt service requirements is largely or
entirely dependent upon the successful, timely completion of the project. This
rating, however, while addressing credit quality subsequent to completion of the
project, makes no comment on the likelihood of or the risk of default upon
failure of such completion. The investor should exercise his own judgment with
respect to such likelihood and risk.
*: Continuance of the ratings is contingent upon S&P's receipt of an executed
copy of the escrow agreement or closing documentation confirming investments and
cash flows.
r: The "r" highlights derivative, hybrid, and certain other obligations that
S&P's believes may experience high volatility or high variability in expected
returns as a result of noncredit risks. Examples of such obligations are
securities with principal or interest return indexed to equities, commodities,
or currencies; certain swaps and options; and interest-only and principal-only
mortgage securities. The absence of an "r" symbol should not be taken as an
indication that an obligation will exhibit no volatility or variability in total
return.
N.R.: Not rated.
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.
A-2
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:
Aaa: Bonds and preferred stock 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 edged." 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 and preferred stock 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 the Aaa securities.
A: Bonds and preferred stock 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 some time in the
future.
Baa: Bonds and preferred stock 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.
Ba: Bonds and preferred stock 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 and preferred stock 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 and preferred stock 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 and preferred stock 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 and preferred stock 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.
A-3
For More Information
-------------------------------------------------------------------------------
EXISTING SHAREHOLDERS OR PROSPECTIVE INVESTORS
- Call your broker
- WEB SITE
www.vankampen.com
- FUNDINFO(R)
Automated Telephone System 800-847-2424
DEALERS
- WEB SITE
www.vankampen.com
- FUNDINFO(R)
Automated Telephone System 800-847-2424
- VAN KAMPEN INVESTMENTS 800-421-5666
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD)
- For Shareholder and dealer inquiries through TDD, call 800-421-2833
VAN KAMPEN HIGH INCOME CORPORATE BOND FUND
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555
Investment Adviser
VAN KAMPEN ASSET MANAGEMENT
1221 Avenue of the Americas
New York, New York 10020
Distributor
VAN KAMPEN FUNDS INC.
1221 Avenue of the Americas
New York, New York 10020
Transfer Agent
VAN KAMPEN INVESTOR SERVICES INC.
PO Box 947
Jersey City, New Jersey 07303-0947
Attn: Van Kampen High Income Corporate Bond Fund
Custodian
STATE STREET BANK AND TRUST COMPANY
225 West Franklin Street, PO Box 1713
Boston, Massachusetts 02110-1713
Attn: Van Kampen High Income Corporate Bond Fund
Legal Counsel
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606
Independent Auditors
A Statement of Additional Information, which contains more details about the
Fund, is incorporated by reference in its entirety into this Prospectus.
You will find additional information about the Fund
in its annual and semiannual reports to shareholders.
The annual report explains the market conditions and
investment strategies affecting the Fund's performance during
its last fiscal year.
You can ask questions or obtain a free copy of the Fund's reports or its
Statement of Additional Information by calling (800) 847-2424.
Telecommunications Device for the Deaf users may call (800) 421-2833. A free
copy of the Fund's reports and its Statement of Additional Information are
available from our web site at www.vankampen.com.
Information about the Fund, including its reports and Statement of Additional
Information, has been filed with the Securities and Exchange Commission (SEC).
It can be reviewed and copied at the SEC's Public Reference Room in Washington,
DC or on the EDGAR database on the SEC's internet site (http://www.sec.gov).
Information on the operation of the SEC's Public Reference Room may be obtained
by calling the SEC at 1-202-942-8090. You can also request copies of these
materials, upon payment of a duplicating fee, by electronic request at the SEC's
e-mail address (publicinfo@sec.gov) or by writing the Public Reference section
of the SEC, Washington, DC 20549-0102.
SEPTEMBER 1, 2004
CLASS I SHARES
PROSPECTUS
Van Kampen
High Income
Corporate
Bond Fund
[VAN KAMPEN INVESTMENTS LOGO]
The Fund's Investment Company HYI PRO 9/04
Act File No. is 811-2851. 65044PRO-00
The information in this statement of additional information is not complete and
may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
statement of additional information is not an offer to sell securities and is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION -- DATED JUNE 28, 2004
STATEMENT OF ADDITIONAL INFORMATION
VAN KAMPEN
HIGH INCOME CORPORATE BOND FUND
Van Kampen High Income Corporate Bond Fund's (the "Fund") investment
objective is to seek to maximize current income. Capital appreciation is a
secondary objective which is sought only when consistent with the Fund's primary
investment objective. The Fund's investment adviser seeks to achieve the Fund's
investment objectives by investing primarily in a portfolio of high-yielding,
high-risk bonds and other income securities, such as convertible securities and
preferred stock.
The Fund is organized as a diversified series of the Van Kampen High Income
Corporate Bond Fund, an open-end, management investment company (the "Trust").
This Statement of Additional Information is not a prospectus. Shares of the
Fund are subject to two different prospectuses. Class A Shares, Class B Shares
and Class C Shares are subject to one prospectus dated December 30, 2003 and
Class I Shares are subject to a separate prospectus dated September 1, 2004
(collectively referred to herein as the "Prospectuses" or individually as a
"Prospectus"). This Statement of Additional Information should be read in
conjunction with a Prospectus of the Fund. This Statement of Additional
Information does not include all the information that a prospective investor
should consider before purchasing shares of the Fund. Investors should obtain
and read the Prospectus prior to purchasing shares of the Fund. A Class A
Shares, Class B Shares and Class C Shares Prospectus and the Fund's Annual
Report to shareholders may be obtained without charge from our web site at
www.vankampen.com or any Prospectus may be obtained without charge by writing or
calling Van Kampen Funds Inc. at 1 Parkview Plaza, PO Box 5555, Oakbrook
Terrace, Illinois 60181-5555 or (800) 847-2424 (or (800) 421-2833 for the
hearing impaired).
TABLE OF CONTENTS
PAGE
----
General Information......................................... B-2
Investment Objectives, Strategies and Risks................. B-3
Strategic Transactions...................................... B-8
Investment Restrictions..................................... B-13
Trustees and Officers....................................... B-15
Investment Advisory Agreement............................... B-23
Other Agreements............................................ B-25
Distribution and Service.................................... B-25
Transfer Agent.............................................. B-29
Portfolio Transactions and Brokerage Allocation............. B-29
Shareholder Services........................................ B-30
Redemption of Shares........................................ B-32
Contingent Deferred Sales Charge-Class A.................... B-33
Waiver of Class B and Class C Contingent Deferred Sales
Charges................................................... B-33
Taxation.................................................... B-34
Fund Performance............................................ B-38
Other Information........................................... B-41
Financial Statements........................................ B-42
Appendix A -- Proxy Voting Policy and Procedures............ B-43
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED SEPTEMBER 1, 2004.
HYI SAI 9/04
GENERAL INFORMATION
The Fund was originally incorporated in Texas on July 11, 1978 organized
under the name American Capital High Yield Investments, Inc. The Fund was
reincorporated by merger into a Maryland corporation on July 2, 1992, under the
name American Capital High Income Corporate Bond Fund, Inc. As of August 5,
1995, the Fund was reorganized as a series of the Trust, under the name Van
Kampen American Capital High Income Corporate Bond Fund. The Trust is a
statutory trust organized under the laws of the State of Delaware. On July 14,
1998, the Fund and the Trust adopted their present names.
Van Kampen Asset Management (the "Adviser" or "Asset Management"), Van
Kampen Funds Inc. (the "Distributor"), and Van Kampen Investor Services Inc.
("Investor Services") are wholly owned subsidiaries of Van Kampen Investments
Inc. ("Van Kampen Investments"), which is an indirect wholly owned subsidiary of
Morgan Stanley. The principal office of the Trust and the Fund is located at 1
Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555. The principal office of
the Adviser, the Distributor and Van Kampen Investments is located at 1221
Avenue of the Americas, New York, New York 10020. The principal office of
Investor Services is located at Harborside Financial Center, Plaza 2, Jersey
City, New Jersey 07303-0947.
The authorized capitalization of the Trust consists of an unlimited number
of shares of beneficial interest, par value $0.01 per share, which can be
divided into series, such as the Fund, and further subdivided into classes of
each series. Each share represents an equal proportionate interest in the assets
of the series with each other share in such series and no interest in any other
series. No series is subject to the liabilities of any other series. The
Declaration of Trust provides that shareholders are not liable for any
liabilities of the Trust or any of its series, requires inclusion of a clause to
that effect in every agreement entered into by the Trust or any of its series
and indemnifies shareholders against any such liability.
The Fund currently offers four classes of shares, designated as Class A
Shares, Class B Shares, Class C Shares and Class I Shares. Other classes may be
established from time to time in accordance with the provisions of the
Declaration of Trust. Each class of shares of the Fund generally is identical in
all respects except that each class of shares is subject to its own sales charge
schedule and its own distribution and service expenses. Each class of shares
also has exclusive voting rights with respect to its distribution and service
fees.
Shares of the Trust entitle their holders to one vote per share; however,
separate votes are taken by each series on matters affecting an individual
series and separate votes are taken by each class of a series on matters
affecting an individual class of such series. For example, a change in
investment policy for a series would be voted upon by shareholders of only the
series involved and a change in the distribution or service fee for a class of a
series would be voted upon by shareholders of only the class of such series
involved. Except as otherwise described in the Prospectus or herein, shares do
not have cumulative voting rights, preemptive rights or any conversion,
subscription or exchange rights.
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 a majority of the shares then outstanding cast
in person or by proxy at such meeting. The Fund will assist such holders in
communicating with other shareholders of the Fund to the extent required by the
Investment Company Act of 1940, as amended (the "1940 Act"), or rules or
regulations promulgated by the Securities and Exchange Commission ("SEC").
In the event of liquidation, each of the shares of the Fund is entitled to
its portion of all of the Fund's net assets after all debts and expenses of the
Fund have been paid. The liquidation proceeds to holders of classes of shares
with higher distribution fees and transfer agency costs are likely to be less
than the liquidation proceeds to holders of classes of shares with lower
distribution fees and transfer agency costs.
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
outstanding and entitled to vote (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
B-2
shareholders, make any assessment on shares or impose liabilities on the
Trustees without approval from each affected shareholder or Trustee, as the case
may be.
Statements contained in this Statement of Additional Information as to the
contents of any contract or other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement of which
this Statement of Additional Information forms a part, each such statement being
qualified in all respects by such reference.
As of August , 2004, no person was known by the Fund to own beneficially
or to hold of record 5% or more of the outstanding Class A Shares, Class B
Shares, Class C Shares or Class I Shares (no Class I Shares were issued or
outstanding as of the date of this Statement of Additional Information) of the
Fund, except as follows:
APPROXIMATE
PERCENTAGE OF
NAME AND ADDRESS CLASS OWNERSHIP ON
OF HOLDER OF SHARES AUGUST , 2004
---------------- --------- ---------------
Edward Jones & Co. .........................................
Attn: Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts, MO 63043-3009
Morgan Stanley DW Inc. .....................................
825 3rd Avenue
New York, NY 10022
Citigroup Global Markets Inc. ..............................
00109801250
Attn: Cindy Tempesta, 7th Floor
333 West 34th Street
New York, NY 10001-2402
MLPF&S for the Sole Benefit of its Customers................
Attn: Fund Administration 97BY5
4800 Dear Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
The following disclosure supplements the disclosure set forth under the
same caption in the Prospectus and does not, standing alone, present a complete
or accurate explanation of the matters disclosed. Readers must refer also to
this caption in the Prospectus for a complete presentation of the matters
disclosed below.
CONVERTIBLE SECURITIES
A convertible security is a bond, debenture, note, preferred stock, warrant
or other security that may be converted into or exchanged for a prescribed
amount of common stock or other security of the same or a different issuer or
into cash within a particular period of time at a specified price or formula. A
convertible security generally entitles the holder to receive interest paid or
accrued on debt securities or the dividend paid on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Before
conversion, convertible securities generally have characteristics similar to
both debt and equity securities. The value of convertible securities tends to
decline as interest rates rise and, because of the conversion feature, tends to
vary with fluctuations in the market value of the underlying equity securities.
Convertible securities ordinarily provide a stream of income with generally
higher yields than those of common stock of the same or similar issuers.
Convertible securities generally rank senior to common stock in a corporation's
capital structure but are usually subordinated to comparable nonconvertible
securities. Convertible securities
B-3
generally do not participate directly in any dividend increases or decreases of
the underlying securities although the market prices of convertible securities
may be affected by any such dividend changes or other changes in the underlying
securities.
Equity-linked securities are instruments whose value is based upon the
value of one or more underlying equity securities, a reference rate or an index.
Equity-linked securities come in many forms and may include features, among
others, such as the following: (i) may be issued by the issuer of the underlying
equity security or by a company other than the one to which the instrument is
linked (usually an investment bank), (ii) may convert into equity securities,
such as common stock, within a stated period from the issue date or may be
redeemed for cash or some combination of cash and the linked security at a value
based upon the value of the underlying equity security within a stated period
from the issue date, (iii) may have various conversion features prior to
maturity at the option of the holder or the issuer or both, (iv) may limit the
appreciation value with caps or collars of the value of the underlying equity
security and (v) may have fixed, variable or no interest payments during the
life of the security which reflect the actual or a structured return relative to
the underlying dividends of the linked equity security. Generally these
securities are designed to give investors enhanced yield opportunities to the
equity securities of an issuer, but these securities may involve a limited
appreciation potential, downside exposure, or a finite time in which to capture
the yield advantage. For example, certain securities may provide a higher
current dividend income than the dividend income on the underlying security
while capping participation in the capital appreciation of such security. Other
securities may involve arrangements with no interest or dividend payments made
until maturity of the security or an enhanced principal amount received at
maturity based on the yield and value of the underlying equity security during
the security's term or at maturity. Besides enhanced yield opportunities,
another advantage of using such securities is that they may be used for
portfolio management or hedging purposes to reduce the risk of investing in a
more volatile underlying equity security. There may be additional types of
convertible securities with features not specifically referred to herein in
which the Fund may invest consistent with its investment objective and policies.
Investments in equity-linked securities may subject the Fund to additional
risks not ordinarily associated with investments in other equity securities.
Because equity-linked securities are sometimes issued by a third party other
than the issuer of the linked security, the Fund is subject to risks if the
underlying stock underperforms and if the issuer defaults on the payment of the
dividend or the common stock at maturity. In addition, the trading market for
particular equity-linked securities may be less liquid, making it difficult for
the Fund to dispose of a particular security when necessary and reduced
liquidity in the secondary market for any such securities may make it more
difficult to obtain market quotations for valuing the Fund's portfolio.
PREFERRED STOCKS
Preferred stock generally has a preference as to dividends and upon
liquidation over an issuer's common stock but ranks junior to other income
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 other income 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.
DURATION
Duration is a measure of the expected life of an income security that was
developed as an alternative to the concept of "term to maturity." Duration
incorporates an income security's yield, coupon interest payments, final
maturity and call features into one measure. Traditionally an income security's
"term to maturity" has been used as a proxy for the sensitivity of the
security's price to changes in interest rates. However, "term to maturity"
measures only the time an income security provides its final payment taking no
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account of the pattern of the security's payments of interest or principal prior
to maturity. Duration is a measure of the expected life of an income security on
a present value basis expressed in years. It measures the length of the time
interval between the present and the time when the interest and principal
payments are scheduled (or in the case of a callable bond, expected to be
received), weighing them by the present value of the cash to be received at each
future point in time. For any debt security with interest payments occurring
prior to the payment of principal, duration is always less than maturity, and
for zero coupon issues, duration and term to maturity are equal. In general, the
lower the coupon rate of interest or the longer the maturity, or the lower the
yield-to-maturity of an income 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 an income security, the shorter its duration. There are
some situations where even the standard duration calculation does not properly
reflect the interest rate exposure of a security. For example, floating and
variable rate securities often have final maturities of ten or more years;
however, their interest rate exposure corresponds to the frequency of the coupon
reset. Another example where the interest rate exposure is not properly captured
by the duration is the case of mortgage pass-through securities. The stated
final maturity of such securities is generally 30 years, but current prepayment
rates are more critical in determining the securities' interest rate exposure.
In these and other similar situations, the Adviser will use more sophisticated
analytical techniques that incorporate the economic life of a security into the
determination of its interest rate exposure.
SECURITIES OF FOREIGN ISSUERS
The Fund may purchase foreign securities in the form of American Depositary
Receipts ("ADRs") and European Depositary Receipts ("EDRs") or other securities
representing underlying shares of foreign companies. These securities are not
necessarily denominated in the same currency as the underlying securities but
generally are denominated in the currency of the market in which they are
traded. ADRs are receipts typically issued by an American bank or trust company
which evidence ownership of underlying securities issued by a foreign
corporation. ADRs are publicly traded on exchanges or over-the-counter in the
United States and are issued through "sponsored" or "unsponsored" arrangements.
In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay
some or all of the depositary's transaction fees, whereas under an unsponsored
arrangement, the foreign issuer assumes no obligations and the depositary's
transaction fees are paid by the ADR holders. In addition, less information is
available in the United States about an unsponsored ADR than about a sponsored
ADR and financial information about a company may not be as reliable for an
unsponsored ADR as it is for a sponsored ADR. The Fund may invest in ADRs
through both sponsored and unsponsored arrangements. EDRs are receipts issued in
Europe by banks or depositories which evidence a similar ownership arrangement.
BRADY BONDS
Brady Bonds are created through the exchange of existing commercial bank
loans to foreign entities for new obligations in connection with debt
restructuring under a plan introduced by former U.S. Secretary of the Treasury
Nicholas F. Brady (the "Brady Plan"). Brady Bonds may be collateralized or
uncollateralized and issued in various currencies (although most are U.S.
dollar-denominated) and they are actively traded in the over-the-counter
secondary market. The Fund may purchase Brady Bonds either in the primary or
secondary markets. The price and yield of Brady Bonds purchased in the secondary
market will reflect the market conditions at the time of purchase, regardless of
the stated face amount and the stated interest rate. With respect to Brady Bonds
with no or limited collateralization, the Fund will rely for payment of interest
and principal primarily on the willingness and ability of the issuing government
to make payment in accordance with the terms of the bonds.
U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed
rate par bonds or floating rate discount bonds, are generally collateralized in
full as to principal due at maturity by U.S. Treasury zero coupon obligations
which have the same maturity as the Brady Bonds. Interest payments on these
Brady Bonds generally are collateralized by cash or securities in an amount
that, in the case of fixed rate bonds, is equal to at least one year of rolling
interest payments or, in the case of floating rate bonds, initially is equal to
at least one year's rolling interest payments based on the applicable interest
rate at that time and is adjusted at
B-5
regular intervals thereafter. Certain Brady Bonds are entitled to "value
recovery payments" in certain circumstances, which in effect constitute
supplemental interest payments but generally are not collateralized. Brady Bonds
are often viewed as having three or four valuation components: (i) the
collateralized repayment of principal at final maturity; (ii) the collateralized
interest payments; (iii) the uncollateralized interest payments; and (iv) any
uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk"). In the event of a default with respect
to collateralized Brady Bonds as a result of which the payment obligations of
the issuer are accelerated, the U.S. Treasury zero coupon obligations held as
collateral for the payment of principal will not be distributed to investors,
nor will such obligations be sold and the proceeds distributed. The collateral
will be held to the scheduled maturity of the defaulted Brady Bonds by the
collateral agent, at which time the face amount of the collateral will equal the
principal payments which would have then been due on the Brady Bonds in the
normal course. In addition, in light of the residual risk of the Brady Bonds
and, 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 should be viewed as speculative.
LENDING OF SECURITIES
Consistent with applicable legal and regulatory requirements, the Fund may
lend its portfolio securities, in an amount up to 10% of the Fund's total
assets, to broker-dealers, banks and other institutional borrowers of securities
provided such loans are callable at any time and are continuously secured by
collateral that is at least equal to the market value, determined daily, of the
loaned securities. The advantage of such loans is that the Fund continues to
receive the interest or dividends on the loaned securities, while at the same
time earning interest on the collateral which is invested in short-term
obligations or the Fund receives an agreed upon amount of interest from the
borrower of the security. The Fund may pay reasonable finders, administrative
and custodial fees in connection with loans of its securities. There is no
assurance as to the extent to which securities loans can be effected.
If the borrower fails to maintain the requisite amount of collateral, the
loan automatically terminates, and 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 consideration which can be earned from such loans is believed to
justify the attendant risks. On 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 would inure to the Fund.
When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loan in whole or in
part as may be appropriate to permit the exercise of such rights if the matters
involved would have a material effect on the Fund's investment in the securities
which are the subject of the loan.
REPURCHASE AGREEMENTS
The Fund may engage in repurchase agreements with broker-dealers, banks and
other financial institutions to earn a return on temporarily available cash. A
repurchase agreement is a short-term investment in which the purchaser (i.e.,
the Fund) acquires ownership of a security and the seller agrees to repurchase
the obligation at a future time and set price, thereby determining the yield
during the holding period. Repurchase agreements involve certain risks in the
event of default by the other party. The Fund may enter into repurchase
agreements with broker-dealers, banks and other financial institutions deemed to
be creditworthy by the Adviser under guidelines approved by the Fund's Board of
Trustees. The Fund will not invest in repurchase agreements maturing in more
than seven days if any such investment, together with any other illiquid
securities held by the Fund, would exceed the Fund's limitation on illiquid
securities described herein. The Fund does not bear the risk of a decline in the
value of the underlying security unless the seller defaults under its repurchase
obligation. In the event of the bankruptcy or other default of a seller of a
repurchase agreement,
B-6
the Fund could experience both delays in liquidating the underlying securities
and losses including: (a) possible decline in the value of the underlying
security during the period while the Fund seeks to enforce its rights thereto;
(b) possible lack of access to income on the underlying security during this
period; and (c) expenses of enforcing its rights.
For the purpose of investing in repurchase agreements, the Adviser may
aggregate the cash that certain funds advised or subadvised by the Adviser or
certain of its affiliates would otherwise invest separately into a joint
account. The cash in the joint account is then invested in repurchase agreements
and the funds that contributed to the joint account share pro rata in the net
revenue generated. The Adviser believes that the joint account produces
efficiencies and economies of scale that may contribute to reduced transaction
costs, higher returns, higher quality investments and greater diversity of
investments for the Fund than would be available to the Fund investing
separately. The manner in which the joint account is managed is subject to
conditions set forth in an exemptive order from the SEC permitting this
practice, which conditions are designed to ensure the fair administration of the
joint account and to protect the amounts in that account.
Repurchase agreements are fully collateralized by the underlying securities
and are considered to be loans under the 1940 Act. The Fund pays for such
securities only upon physical delivery or evidence of book entry transfer to the
account of a custodian or bank acting as agent. The seller under a repurchase
agreement will be required to maintain the value of the underlying securities
marked-to-market daily at not less than the repurchase price. The underlying
securities (normally securities of the U.S. government, its agencies or
instrumentalities) may have maturity dates exceeding one year.
ILLIQUID SECURITIES
The Fund may invest up to 15% of its net assets in illiquid securities,
which includes securities that are not readily marketable, repurchase agreements
which have a maturity of longer than seven days and generally includes
securities that are restricted from sale to the public without registration
under the Securities Act of 1933, as amended (the "1933 Act"). However, the Fund
shall not invest in such securities in excess of 10% of its net assets without
prior approval of the Fund's Board of Trustees. The sale of such securities
often requires more time and results in higher brokerage charges or dealer
discounts and other selling expenses than does the sale of liquid securities
trading on national securities exchanges or in the over-the-counter markets.
Restricted securities are often purchased at a discount from the market price of
unrestricted securities of the same issuer reflecting the fact that such
securities may not be readily marketable without some time delay. Investments in
securities for which market quotations are not readily available are valued at
their fair value as determined in good faith by the Adviser in accordance with
procedures approved by the Fund's Board of Trustees. Ordinarily, the Fund would
invest in restricted securities only when it receives the issuer's commitment to
register the securities without expense to the Fund. However, registration and
underwriting expenses (which typically range from 7% to 15% of the gross
proceeds of the securities sold) may be paid by the Fund. Restricted securities
which can be offered and sold to qualified institutional buyers under Rule 144A
under the 1933 Act ("144A Securities") and are determined to be liquid under
guidelines adopted by and subject to the supervision of the Fund's Board of
Trustees are not subject to the limitation on illiquid securities. Such 144A
Securities are subject to monitoring and may become illiquid to the extent
qualified institutional buyers become, for a time, uninterested in purchasing
such securities. Factors used to determine whether 144A Securities are liquid
include, among other things, a security's trading history, the availability of
reliable pricing information, the number of dealers making quotes or making a
market in such security and the number of potential purchasers in the market for
such security. For purposes hereof, investments by the Fund in securities of
other investment companies will not be considered investments in restricted
securities to the extent permitted by (i) the 1940 Act, 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 (such as "no
action" letters issued by the staff of the SEC interpreting or providing
guidance on the 1940 Act or regulations thereunder) from the provisions of the
1940 Act, as amended from time to time.
B-7
STRATEGIC TRANSACTIONS
The Fund may, but is not required to, use various investment strategies as
described below to earn income, facilitate portfolio management and to mitigate
risks. Techniques and instruments may change over time as new instruments and
strategies are developed or regulatory changes occur. Although the Adviser seeks
to use such transactions to further the Fund's investment objectives, no
assurance can be given that the use of these transactions will achieve this
result. The Fund's activities involving Strategic Transactions may be limited by
the requirements of the Internal Revenue Code of 1986, as amended (the "Code")
for qualification as a regulated investment company.
SELLING CALL AND PUT OPTIONS
Purpose. The principal reason for selling options is to obtain, through
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. Such current return could be expected to fluctuate
because premiums earned from an option selling program and dividend or interest
income yields on portfolio securities vary as economic and market conditions
change. Selling options on portfolio securities is likely to result in a higher
portfolio turnover rate.
Selling Options. The purchaser of a call option pays a premium to the
seller (i.e., the writer) for the right to buy the underlying security from the
seller at a specified price during a certain period. The Fund would write call
options only on a covered basis or for cross-hedging purposes. A call option is
covered if, at all times during the option period, the Fund owns or has the
right to acquire securities of the type that it would be obligated to deliver if
any outstanding option were exercised. An option is for cross-hedging purposes
if it is not covered by the security subject to the option, but is designed to
provide a hedge against another security which the Fund owns or has the right to
acquire. In such circumstances, the Fund collateralizes the option by
segregating cash and/or liquid securities in an amount at least equal to the
market value of the underlying security, marked to market daily, while the
option is outstanding.
The purchaser of a put option pays a premium to the seller (i.e., the
writer) for the right to sell the underlying security to the writer at a
specified price during a certain period. The Fund would sell put options only on
a secured basis, which means that, at all times during the option period, the
Fund would segregate cash and/or liquid securities in an amount at least equal
to the exercise price of the option, or would hold a put on the same underlying
security at an equal or greater exercise price.
Closing Purchase Transactions and Offsetting Transactions. To terminate its
position as a writer of a call or put option, the Fund could enter into a
"closing purchase transaction," which is the purchase of a call (put) on the
same underlying security and having the same exercise price and expiration date
as the call (put) previously sold by the Fund. The Fund would realize a gain
(loss) if the premium plus commission paid in the closing purchase transaction
is lesser (greater) than the premium it received on the sale of the option. The
Fund would also realize a gain if an option it has written lapses unexercised.
The Fund could sell options that are listed on an exchange as well as
options which are privately negotiated in over-the-counter transactions. The
Fund could close out its position as a seller of an option only if a liquid
secondary market exists for options of that series, but there is no assurance
that such a market will exist, particularly in the case of over-the-counter
options, since they can be closed out only with the other party to the
transaction. Alternatively, the Fund could purchase an offsetting option, which
would not close out its position as a seller, but would provide an asset of
equal value to its obligation under the option sold. If the Fund is not able to
enter into a closing purchase transaction or to purchase an offsetting option
with respect to an option it has sold, it will be required to maintain the
securities subject to the call or the collateral securing the option until a
closing purchase transaction can be entered into (or the option is exercised or
expires) even though it might not be advantageous to do so.
Risks of Writing Options. By selling a call option, the Fund loses the
potential for gain on the underlying security above the exercise price while the
option is outstanding; by selling a put option the Fund might become obligated
to purchase the underlying security at an exercise price that exceeds the then
current market price.
B-8
PURCHASING CALL AND PUT OPTIONS
The Fund could purchase call options to protect against anticipated
increases in the prices of securities it wishes to acquire. Alternatively, call
options could be purchased for capital appreciation. Since the premium paid for
a call option is typically a small fraction of the price of the underlying
security, a given amount of funds will purchase call options covering a much
larger quantity of such security than could be purchased directly. By purchasing
call options, the Fund could benefit from any significant increase in the price
of the underlying security to a greater extent than had it invested the same
amount in the security directly. However, because of the very high volatility of
option premiums, the Fund would bear a significant risk of losing the entire
premium if the price of the underlying security did not rise sufficiently, or if
it did not do so before the option expired.
Put options may be purchased to protect against anticipated declines in the
market value of either specific portfolio securities or of the Fund's assets
generally. Alternatively, put options may be purchased for capital appreciation
in anticipation of a price decline in the underlying security and a
corresponding increase in the value of the put option. The purchase of put
options for capital appreciation involves the same significant risk of loss as
described above for call options.
In any case, the purchase of options for capital appreciation would
increase the Fund's volatility by increasing the impact of changes in the market
price of the underlying securities on the Fund's net asset value.
OVER THE COUNTER OPTIONS
The Fund is authorized to purchase and sell over-the-counter options ("OTC
Options"). OTC Options are purchased from or sold to securities dealers,
financial institutions of other parties ("Counterparties") through direct
bilateral agreement with the Counterparty. The Fund will sell only OTC Options
(other than OTC currency options) that are subject to a buy-back provision
permitting the Fund to require to the Counterparty to sell the option back to
the Fund at a formula price within seven days. The staff of the SEC currently
takes the position that, in general, OTC Options on securities other than U.S.
Government securities purchased by the Fund, and portfolio securities covering
OTC Options sold by the Fund, are illiquid securities subject to the Fund's
limitation on illiquid securities.
FUTURES CONTRACTS
The Fund may engage in transactions involving futures contracts and options
on futures contracts in accordance with the rules and interpretations of the
Commodity Futures Trading Commission ("CFTC") under which the Fund would be
exempt from registration as a "commodity pool."
An index futures contract is an agreement pursuant to which a party agrees
to take or make delivery of an amount of cash equal to a specified dollar amount
multiplied by the difference between the index value at a specified time and the
price at which the futures contract originally was struck. No physical delivery
of the underlying securities in the index is made.
Currently, securities index futures contracts can be purchased with respect
to several indices on various exchanges. Differences in the securities included
in the indices may result in differences in correlation of the futures contracts
with movements in the value of the securities being hedged.
An interest rate futures contract is an agreement pursuant to which a party
agrees to take or make delivery of a specified debt security (such as U.S.
Treasury bonds or notes), or to take or make delivery of cash based upon the
change in value of a basket or index of securities at a specified future time
and at a specified price.
Initial and Variation Margin. In contrast to the purchase or sale of a
security, no price is paid or received upon the purchase or sale of a futures
contract. Initially, the Fund is required to deposit an amount of cash and/or
liquid securities equal to a percentage (which will normally range between 1%
and 10%) of the contract amount with either a futures commission merchant
pursuant to rules and regulations promulgated under the 1940 Act or with its
custodian in an account in the broker's name. This amount is known as initial
B-9
margin. The nature of initial margin in futures contract transactions is
different from that of margin in securities transactions in that futures
contract margin does not involve the borrowing of funds by the customer to
finance the transaction. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract, which is returned to the
Fund upon termination of the futures contract and satisfaction of its
contractual obligations. Subsequent payments to and from the initial margin
account, called variation margin, are made on a daily basis as the price of the
underlying securities or index fluctuates, making the long and short positions
in the futures contract more or less valuable, a process known as marking to
market.
For example, when the Fund purchases a futures contract and the price of
the underlying security or index rises, that position increases in value, and
the Fund receives a variation margin payment equal to that increase in value.
Conversely, where the Fund purchases a futures contract and the value of the
underlying security or index declines, the position is less valuable, and the
Fund is required to make a variation margin payment.
At any time prior to expiration of the futures contract, the Fund may elect
to terminate the position by taking an opposite position. A final determination
of variation margin is then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or a gain.
Futures Contract Strategies. When the Fund anticipates a significant
market or market sector advance, the purchase of a futures contract affords a
hedge against not participating in the advance at a time when the Fund is
otherwise fully invested ("anticipatory hedge"). Such purchase of a futures
contract would serve as a temporary substitute for the purchase of individual
securities, which may be purchased in an orderly fashion once the market has
stabilized. As individual securities are purchased, an equivalent amount of
futures contracts could be terminated by offsetting sales. The Fund may sell
futures contracts in anticipation of or in a general market or market sector
decline that may adversely affect the market value of the Fund's securities
("defensive hedge"). To the extent that the Fund's portfolio of securities
changes in value in correlation with the underlying security or index, the sale
of futures contracts would substantially reduce the risk to the Fund of a market
decline and, by so doing, provides an alternative to the liquidation of
securities positions in the Fund. Ordinarily transaction costs associated with
futures contract transactions are lower than transaction costs that would be
incurred in the purchase and sale of the underlying securities.
Special Risks Associated with Futures Contract Transactions. There are
several risks connected with the use of futures contracts. These include the
risk of imperfect correlation between movements in the price of the futures
contracts and of the underlying securities or index; the risk of market
distortion; the risk of illiquidity; and the risk of error in anticipating price
movement.
There may be an imperfect correlation (or no correlation) between movements
in the price of the futures contracts and of the securities being hedged. The
risk of imperfect correlation increases as the composition of the securities
being hedged diverges from the securities upon which the futures contract is
based. If the price of the futures contract moves less than the price of the
securities being hedged, the hedge will not be fully effective. To compensate
for the imperfect correlation, the Fund could buy or sell futures contracts in a
greater dollar amount than the dollar amount of securities being hedged if the
historical volatility of the securities being hedged is greater than the
historical volatility of the securities underlying the futures contract.
Conversely, the Fund could buy or sell futures contracts in a lesser dollar
amount than the dollar amount of securities being hedged if the historical
volatility of the securities being hedged is less than the historical volatility
of the securities underlying the futures contracts. It is also possible that the
value of futures contracts held by the Fund could decline at the same time as
portfolio securities being hedged; if this occurred, the Fund would lose money
on the futures contract in addition to suffering a decline in value in the
portfolio securities being hedged.
There is also the risk that the price of futures contracts may not
correlate perfectly with movements in the securities or index underlying the
futures contract due to certain market distortions. First, all participants in
the futures contract market are subject to margin depository and maintenance
requirements. Rather than meet additional margin depository requirements,
investors may close futures contracts through offsetting transactions, which
could distort the normal relationship between the futures contract market and
the securities or index underlying the futures contract. Second, from the point
of view of speculators, the deposit requirements
B-10
in the futures contract market are less onerous than margin requirements in the
securities markets. Therefore, increased participation by speculators in the
futures contract markets may cause temporary price distortions. Due to the
possibility of price distortion in the futures contract markets and because of
the imperfect correlation between movements in futures contracts and movements
in the securities underlying them, a correct forecast of general market trends
by the Adviser may still not result in a successful hedging transaction.
There is also the risk that futures contract markets may not be
sufficiently liquid. Futures contracts may be closed out only on an exchange or
board of trade that provides a market for such futures contracts. Although the
Fund intends to purchase or sell futures contract only on exchanges and boards
of trade where there appears to be an active secondary market, there can be no
assurance that an active secondary market will exist for any particular contract
or at any particular time. In the event of such illiquidity, it might not be
possible to close a futures contract position and, in the event of adverse price
movement, the Fund would continue to be required to make daily payments of
variation margin. Since the securities being hedged would not be sold until the
related futures contract is sold, an increase, if any, in the price of the
securities may to some extent offset losses on the related futures contract. In
such event, the Fund would lose the benefit of the appreciation in value of the
securities.
Successful use of futures contracts is also subject to the Adviser's
ability to correctly predict the direction of movements in the market. For
example, if the Fund hedges against a decline in the market, and market prices
instead advance, the Fund will lose part or all of the benefit of the increase
in value of its securities holdings because it will have offsetting losses in
futures contracts. In such cases, if the Fund has insufficient cash, it may have
to sell portfolio securities at a time when it is disadvantageous to do so to
meet the daily variation margin.
Although the Fund intends to enter into futures contracts only if there is
an active market for such contracts, there is no assurance that an active market
will exist for the contracts at any particular time. Most U.S. futures contract
exchanges and boards of trade limit the amount of fluctuation permitted in
futures contract prices during a single trading day. Once the daily limit has
been reached in a particular contract, no trades may be made that day at a price
beyond that limit. It is possible that futures contract prices would move to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures contract positions and
subjecting some futures contract traders to substantial losses. In such event,
and in the event of adverse price movements, the Fund would be required to make
daily cash payments of variation margin. In such circumstances, an increase in
the value of the portion of the portfolio being hedged, if any, may partially or
completely offset losses on the futures contract. However, there is no guarantee
that the price of the securities being hedged will, in fact, correlate with the
price movements in a futures contract and thus provide an offset to losses on
the futures contract.
The Fund will not enter into futures contracts or options transactions
(except for closing transactions) other than for bona fide hedging purposes if,
immediately thereafter, the sum of its initial margin and premiums on open
futures contracts and options exceed 5% of the fair market value of the Fund's
assets; however, in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation. To prevent leverage in connection with the purchase of futures
contracts by the Fund, the Fund will segregate cash and/or liquid securities in
an amount at least equal to the market value of the obligation under the futures
contracts (less any related margin deposits).
OPTIONS ON FUTURES CONTRACTS
The Fund could also purchase and write options on futures contracts. An
option on a futures contract gives the purchaser the right, in return for the
premium paid, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option period. As a writer of an option on
a futures contract, the Fund would be subject to initial margin and maintenance
requirements similar to those applicable to futures contracts. In addition, net
option premiums received by the Fund are required to be included as initial
margin deposits. When an option on a futures contract is exercised, delivery of
the futures contract position is accompanied by cash representing the
B-11
difference between the current market price of the futures contract and the
exercise price of the option. The Fund could purchase put options on futures
contracts in lieu of, and for the same purposes as the sale of a futures
contract; at the same time, it could write put options at a lower strike price
(a "put bear spread") to offset part of the cost of the strategy to the Fund.
The purchase of call options on futures contracts is intended to serve the same
purpose as the actual purchase of the futures contracts.
Risks of Transactions in Options on Futures Contracts. In addition to the
risks described above which apply to all options transactions, there are several
special risks relating to options on futures contracts. The Adviser will not
purchase options on futures contracts on any exchange unless in the Adviser's
opinion, a liquid secondary exchange market for such options exists. Compared to
the use of futures contracts, the purchase of options on futures contracts
involves less potential risk to the Fund because the maximum amount at risk is
the premium paid for the options (plus transaction costs). However, there may be
circumstances, such as when there is no movement in the price of the underlying
security or index, when the use of an option on a future contract would result
in a loss to the Fund when the use of a future contract would not.
ADDITIONAL RISKS OF OPTIONS, FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
Each of the exchanges has established limitations governing the maximum
number of call or put options on the same underlying security or futures
contract (whether or not covered) which may be written by a single investor,
whether acting alone or in concert with others (regardless of whether such
options are written on the same or different exchanges or are held or written on
one or more accounts or through one or more brokers). Option positions of all
investment companies advised by the Adviser are combined for purposes of these
limits. An exchange may order the liquidation of positions found to be in
violation of these limits and it may impose other sanctions or restrictions.
These position limits may restrict the number of listed options which the Fund
may write.
In the event of the bankruptcy of a broker through which the Fund engages
in transactions in options, futures contracts or options on futures contracts,
the Fund could experience delays and/or losses in liquidating open positions
purchased or incur a loss of all or part of its margin deposits. Transactions
are entered into by the Fund only with brokers or financial institutions deemed
creditworthy by the Adviser.
USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
Many Strategic Transactions, in addition to other requirements, require
that the Fund segregate cash and/or liquid securities to the extent Fund
obligations are not otherwise "covered" as described above. 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 securities convertible into the needed securities
without additional consideration), or, subject to any applicable regulatory
restrictions, the Fund must segregate cash and/or liquid securities in an amount
at least equal to the current amount of the obligation. In the case of a futures
contract or an option on a futures contract, the Fund must deposit initial
margin and possible daily variation margin in addition to segregating cash
and/or liquid securities 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. Strategic Transactions may be covered by other
means when consistent with applicable regulatory policies. The Fund also may
enter into offsetting transactions so that its combined position, coupled with
any segregated cash and/or liquid securities, equals its net outstanding
obligation.
B-12
INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment restrictions
which may not be changed without shareholder approval by the vote of a majority
of its outstanding voting securities, which is defined by the 1940 Act as the
lesser of (i) 67% or more of the Fund's voting securities present at a meeting,
if the holders of more than 50% of the Fund's outstanding voting securities are
present or represented by proxy; or (ii) more than 50% of the Fund's outstanding
voting securities. The percentage limitations contained in the restrictions and
policies set forth herein apply at the time of purchase of securities. With
respect to the limitations on illiquid securities and borrowings, the percentage
limitations apply at the time of purchase and on an ongoing basis. These
restrictions provide that the Fund shall not:
1. Borrow money, except that the Fund may borrow for temporary purposes in
amounts not exceeding 5% of the market or other fair value (taken at
the lower of cost or current value) of its total assets (not including
the amount borrowed). Secured temporary borrowings may take the form of
reverse repurchase agreements, pursuant to which the Fund would sell
portfolio securities for cash and simultaneously agree to repurchase
such securities at a specified date for the same amount of cash plus an
interest component. Pledge its assets or assign or otherwise encumber
them in excess of 3.25% of its net assets (taken at market value at the
time of pledging) and then only to secure borrowings effected within
the limitations set forth in the preceding sentence. Notwithstanding
the foregoing, the Fund may engage in transactions in options, futures
contracts and options on futures contracts and make margin deposits and
payments in connection therewith.
2. Engage in the underwriting of securities except insofar as the Fund may
be deemed an underwriter under the 1933 Act in disposing of a portfolio
security.
3. Make short sales of securities, but it may engage in transactions in
options, futures contracts, and options on futures contracts.
4. Purchase securities on margin, except for such short-term credits as
may be necessary for the clearance of purchases and sales of portfolio
securities, and it may engage in transactions in options, futures
contracts and options on futures contracts and make margin deposits and
payments in connection therewith.
5. Purchase or sell real estate, although it may purchase securities of
issuers which engage in real estate operations, securities which are
secured by interests in real estate, or securities representing
interests in real estate.
6. Purchase or sell commodities or commodity futures contracts, except
that the Fund may enter into transactions in futures contracts and
options on futures contracts.
7. Make loans of money or securities, except (a) by the purchase of debt
obligations in which the Fund may invest consistent with its investment
objectives and policies; (b) by investment in repurchase agreements or
(c) by lending its portfolio securities, subject to limitations
described elsewhere in this Statement of Additional Information.
8. Purchase oil, gas or other mineral leases, rights or royalty contracts
or exploration or development programs, except that the Fund may invest
in the securities of companies which invest in or sponsor such
programs.
9. 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, as amended from time to
time.
10. Invest for the purpose of exercising control or management of another
company, 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
B-13
Act, as amended from time to time, or (iii) an exemption or other
relief from the provisions of the 1940 Act, as amended from time to
time.
11. Invest in securities of any company if, to the knowledge of the Fund,
any officer or director of the Fund or of the Adviser owns more than
1/2 of 1% of the outstanding securities of such company, and such
officers and directors who own more than 1/2 of 1% own in the aggregate
more than 5% of the outstanding securities of such company.
12. Invest more than 5% of the market or other fair value of its assets in
warrants, or more than 2% of such value in warrants which are not
listed on the New York or American Stock Exchanges. Warrants attached
to other securities are not subject to these limitations.
13. Invest more than 15% of its net assets (determined at the time of
investment) in illiquid securities and repurchase agreements which have
a maturity of longer than seven days.
14. With respect to 75% of its assets, invest more than 5% of its assets in
the securities of any one issuer (except the U.S. government) or
purchase more than 10% of the outstanding voting securities of any one
issuer, except that the Fund may purchase securities of other
investment companies to the extent permitted by (i) the 1940 Act, as
amended from time to time, (ii) the rules and regulations promulgated
by the SEC under the 1940 Act, as amended from time to time, or (iii)
an exemption or other relief from the provisions of the 1940 Act, as
amended from time to time.
15. Invest more than 25% of the value of its total assets in securities of
issuers in any particular industry (except obligations of the U.S.
government).
16. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Fund from (i) making
and collateralizing any permitted borrowings, (ii) making any permitted
loans of its portfolio securities, or (iii) entering into repurchase
agreements, utilizing options, futures contracts, options on futures
contracts and other investment strategies and instruments that would be
considered "senior securities" but for the maintenance by the Fund of a
segregated account with its custodian or some other form of "cover."
B-14
TRUSTEES AND OFFICERS
The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees and the Fund's officers appointed by the Board of
Trustees. The tables below list the trustees and executive officers of the Fund
and their principal occupations during the last five years, other directorships
held by trustees and their affiliations, if any, with Van Kampen Investments
Inc. ("Van Kampen Investments"), Van Kampen Asset Management ("Asset Management"
or the "Adviser"), Van Kampen Funds Inc. (the "Distributor"), Van Kampen
Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services Inc.
("Investor Services"). The term "Fund Complex" includes each of the investment
companies advised by the Adviser or its affiliates as of the date of this
Statement of Additional Information. Trustees serve until reaching their
retirement age or until their successors are duly elected and qualified.
Officers are annually elected by the trustees.
INDEPENDENT TRUSTEES
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
David C. Arch (58) Trustee Trustee Chairman and Chief Executive Officer of 88
Blistex Inc. since 2003 Blistex Inc., a consumer health care
1800 Swift Drive products manufacturer. Former Director of
Oak Brook, IL 60523 the World Presidents Organization-Chicago
Chapter. Director of the Heartland
Alliance, a nonprofit organization serving
human needs based in Chicago.
J. Miles Branagan (71) Trustee Trustee Private investor. Co-founder, and prior to 86
1632 Morning Mountain Road since 1991 August 1996, Chairman, Chief Executive
Raleigh, NC 27614 Officer and President, MDT Corporation (now
known as Getinge/Castle, Inc., a subsidiary
of Getinge Industrier AB), a company which
develops, manufactures, markets and
services medical and scientific equipment.
Jerry D. Choate (65) Trustee Trustee Prior to January 1999, Chairman and Chief 86
33971 Selva Road since 1999 Executive Officer of the Allstate
Suite 130 Corporation ("Allstate") and Allstate
Dana Point, CA 92629 Insurance Company. Prior to January 1995,
President and Chief Executive Officer of
Allstate. Prior to August 1994, various
management positions at Allstate.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
David C. Arch (58) Trustee/Director/
Blistex Inc. Managing General
1800 Swift Drive Partner of funds in
Oak Brook, IL 60523 the Fund Complex.
J. Miles Branagan (71) Trustee/Director/
1632 Morning Mountain Road Managing General
Raleigh, NC 27614 Partner of funds in
the Fund Complex.
Jerry D. Choate (65) Trustee/Director/
33971 Selva Road Managing General
Suite 130 Partner of funds in
Dana Point, CA 92629 the Fund Complex.
Director of Amgen
Inc., a
biotechnological
company, and Director
of Valero Energy
Corporation, an
independent refining
company.
B-15
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Rod Dammeyer (63) Trustee Trustee President of CAC, llc., a private company 88
CAC, llc. since 2003 offering capital investment and management
4350 LaJolla Village Drive advisory services. Prior to July 2000,
Suite 980 Managing Partner of Equity Group Corporate
San Diego, CA 92122-6223 Investment (EGI), a company that makes
private investments in other companies.
Linda Hutton Heagy (55) Trustee Trustee Managing Partner of Heidrick & Struggles, 86
Heidrick & Struggles since 1995 an executive search firm. Trustee on the
233 South Wacker Drive University of Chicago Hospitals Board, Vice
Suite 7000 Chair of the Board of the YMCA of
Chicago, IL 60606 Metropolitan Chicago and a member of the
Women's Board of the University of Chicago.
Prior to 1997, Partner of Ray & Berndtson,
Inc., an executive recruiting firm. Prior
to 1996, Trustee of The International House
Board, a fellowship and housing
organization for international graduate
students. Prior to 1995, Executive Vice
President of ABN AMRO, N.A., a bank holding
company. Prior to 1992, Executive Vice
President of La Salle National Bank.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
Rod Dammeyer (63) Trustee/Director/
CAC, llc. Managing General
4350 LaJolla Village Drive Partner of funds in
Suite 980 the Fund Complex.
San Diego, CA 92122-6223 Director of
Stericycle, Inc.,
TheraSense, Inc.,
GATX Corporation,
Vantana Medical
Systems, Inc. and
Trustee of The
Scripps Research
Institute and the
University of Chicago
Hospitals and Health
Systems. Prior to
January 2004,
Director of TeleTech
Holdings Inc. and
Arris Group, Inc.
Prior to May 2002,
Director of Peregrine
Systems Inc. Prior to
February 2001, Vice
Chairman and Director
of Anixter
International, Inc.
and IMC Global Inc.
Prior to July 2000,
Director of Allied
Riser Communications
Corp., Matria
Healthcare Inc.,
Transmedia Networks,
Inc., CNA Surety,
Corp. and Grupo
Azcarero Mexico
(GAM). Prior to April
1999, Director of
Metal Management,
Inc.
Linda Hutton Heagy (55) Trustee/Director/
Heidrick & Struggles Managing General
233 South Wacker Drive Partner of funds in
Suite 7000 the Fund Complex.
Chicago, IL 60606
B-16
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
R. Craig Kennedy (52) Trustee Trustee Director and President of the German 86
11 DuPont Circle, N.W. since 1995 Marshall Fund of the United States, an
Washington, D.C. 20016 independent U.S. foundation created to
deepen understanding, promote collaboration
and stimulate exchanges of practical
experience between Americans and Europeans.
Formerly, advisor to the Dennis Trading
Group Inc., a managed futures and option
company that invests money for individuals
and institutions. Prior to 1992, President
and Chief Executive Officer, Director and
member of the Investment Committee of the
Joyce Foundation, a private foundation.
Howard J Kerr (68) Trustee Trustee Prior to 1998, President and Chief 88
736 North Western Avenue since 2003 Executive Officer of Pocklington
P.O. Box 317 Corporation, Inc., an investment holding
Lake Forest, IL 60045 company. Director of the Marrow Foundation.
Jack E. Nelson (68) Trustee Trustee President of Nelson Investment Planning 86
423 Country Club Drive since 1995 Services, Inc., a financial planning
Winter Park, FL 32789 company and registered investment adviser
in the State of Florida. President of
Nelson Ivest Brokerage Services Inc., a
member of the NASD, Securities Investors
Protection Corp. and the Municipal
Securities Rulemaking Board. President of
Nelson Sales and Services Corporation, a
marketing and services company to support
affiliated companies.
Hugo F. Sonnenschein (63) Trustee Trustee President Emeritus and Honorary Trustee of 88
1126 E. 59th Street since 2003 the University of Chicago and the Adam
Chicago, IL 60637 Smith Distinguished Service Professor in
the Department of Economics at the
University of Chicago. Prior to July 2000,
President of the University of Chicago.
Trustee of the University of Rochester and
a member of its investment committee.
Member of the National Academy of Sciences,
the American Philosophical Society and a
fellow of the American Academy of Arts and
Sciences.
Suzanne H. Woolsey, Ph.D. (62) Trustee Trustee Previously Chief Communications Officer of 86
6808 Florida Street since 1999 the National Academy of Sciences/National
Chevy Chase, MD 20815 Research Council, an independent, federally
chartered policy institution, from 2001 to
November 2003 and Chief Operating Officer
from 1993 to 2001. Director of the
Institute for Defense Analyses, a federally
funded research and development center,
Director of the German Marshall Fund of the
United States, Director of the Rocky
Mountain Institute and Trustee of Colorado
College. Prior to 1993, Executive Director
of the Commission on Behavioral and Social
Sciences and Education at the National
Academy of Sciences/National Research
Council. From 1980 through 1989, Partner of
Coopers & Lybrand.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
R. Craig Kennedy (52) Trustee/Director/
11 DuPont Circle, N.W. Managing General
Washington, D.C. 20016 Partner of funds in
the Fund Complex.
Howard J Kerr (68) Trustee/Director/
736 North Western Avenue Managing General
P.O. Box 317 Partner of funds in
Lake Forest, IL 60045 the Fund Complex.
Director of the Lake
Forest Bank & Trust.
Jack E. Nelson (68) Trustee/Director/
423 Country Club Drive Managing General
Winter Park, FL 32789 Partner of funds in
the Fund Complex.
Hugo F. Sonnenschein (63) Trustee/Director/
1126 E. 59th Street Managing General
Chicago, IL 60637 Partner of funds in
the Fund Complex.
Director of Winston
Laboratories, Inc.
Suzanne H. Woolsey, Ph.D. (62) Trustee/Director/
6808 Florida Street Managing General
Chevy Chase, MD 20815 Partner of funds in
the Fund Complex.
Director of Fluor
Corp., an
engineering,
procurement and
construction
organization, since
January 2004 and
Director of Neurogen
Corporation, a
pharmaceutical
company, since
January 1998.
B-17
INTERESTED TRUSTEES*
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Mitchell M. Merin* (50) Trustee, Trustee President and Chief Executive Officer of funds 86
1221 Avenue of the President since in the Fund Complex. Chairman, President, Chief
Americas and Chief 1999; Executive Officer and Director of the Adviser
New York, NY 10020 Executive President and Van Kampen Advisors Inc. since December
Officer and Chief 2002. Chairman, President and Chief Executive
Executive Officer of Van Kampen Investments since
Officer December 2002. Director of Van Kampen
since 2002 Investments since December 1999. Chairman and
Director of Van Kampen Funds Inc. since
December 2002. President, Director and Chief
Operating Officer of Morgan Stanley Investment
Management since December 1998. President and
Director since April 1997 and Chief Executive
Officer since June 1998 of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley
Services Company Inc. Chairman, Chief Executive
Officer and Director of Morgan Stanley
Distributors Inc. since June 1998. Chairman
since June 1998, and Director since January
1998 of Morgan Stanley Trust. Director of
various Morgan Stanley subsidiaries. President
of the Morgan Stanley Funds since May 1999.
Previously Chief Executive Officer of Van
Kampen Funds Inc. from December 2002 to July
2003, Chief Strategic Officer of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley
Services Company Inc. and Executive Vice
President of Morgan Stanley Distributors Inc.
from April 1997 to June 1998. Chief Executive
Officer from September 2002 to April 2003 and
Vice President from May 1997 to April 1999 of
the Morgan Stanley Funds.
Richard F. Powers, III* Trustee Trustee Advisory Director of Morgan Stanley. Prior to 88
(58) since 1999 December 2002, Chairman, Director, President,
1 Parkview Plaza Chief Executive Officer and Managing Director
P.O. Box 5555 of Van Kampen Investments and its investment
Oakbrook Terrace, IL 60181 advisory, distribution and other subsidiaries.
Prior to December 2002, President and Chief
Executive Officer of funds in the Fund Complex.
Prior to May 1998, Executive Vice President and
Director of Marketing at Morgan Stanley and
Director of Dean Witter, Discover & Co. and
Dean Witter Realty. Prior to 1996, Director of
Dean Witter Reynolds Inc.
Wayne W. Whalen* (64) Trustee Trustee Partner in the law firm of Skadden, Arps, 88
333 West Wacker Drive since 1995 Slate, Meagher & Flom LLP, legal counsel to
Chicago, IL 60606 funds in the Fund Complex.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE HELD BY TRUSTEE
Mitchell M. Merin* (50) Trustee/Director/
1221 Avenue of the Managing General
Americas Partner of funds in
New York, NY 10020 the Fund Complex.
Richard F. Powers, III* Trustee/Director/
(58) Managing General
1 Parkview Plaza Partner of funds in
P.O. Box 5555 the Fund Complex.
Oakbrook Terrace, IL 60181
Wayne W. Whalen* (64) Trustee/Director/
333 West Wacker Drive Managing General
Chicago, IL 60606 Partner of funds in
the Fund Complex.
------------------------------------
* 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 certain funds in the
Fund Complex by reason of his firm currently acting as legal counsel to such
funds in the Fund Complex. Messrs. Merin and Powers are interested persons of
funds in the Fund Complex and the Adviser by reason of their current or former
positions with Morgan Stanley or its affiliates.
B-18
OFFICERS
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS
Stefanie V. Chang (37) Vice President Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas and Secretary since 2003 Vice President of funds in the Fund Complex.
New York, NY 10020
Joseph J. McAlinden (61) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas President and since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment
New York, NY 10020 Chief Investment Management Inc. and Morgan Stanley Investments LP and
Officer Director of Morgan Stanley Trust for over 5 years. Executive
Vice President and Chief Investment Officer of funds in the
Fund Complex. Managing Director and Chief Investment Officer
of Van Kampen Investments, the Adviser and Van Kampen
Advisors Inc. since December 2002.
Ronald E. Robison (65) Executive Vice Officer Chief Administrative Officer, Chief Executive Officer and
1221 Avenue of the Americas President and since 2003 Chairman of Investor Services. Executive Vice President and
New York, NY 10020 Principal Principal Executive Officer of funds in the Fund Complex and
Executive Institutional and Retail Morgan Stanley funds and Director
Officer of Morgan Stanley SICAV. Previously, Chief Global Operations
Officer and Managing Director of Morgan Stanley Investment
Management Inc. Managing Director of Morgan Stanley.
Managing Director and Director of Morgan Stanley Investment
Advisors Inc. and Managing Director and Director of Morgan
Stanley Distributors Inc. Chief Executive Officer and
Director of Morgan Stanley Trust. Vice President of the
Morgan Stanley Funds.
John L. Sullivan (48) Vice President, Officer Director and Managing Director of Van Kampen Investments,
1 Parkview Plaza Chief Financial since 1996 the Adviser, Van Kampen Advisors Inc. and certain other
P.O. Box 5555 Officer and subsidiaries of Van Kampen Investments. Vice President,
Oakbrook Terrace, IL 60181 Treasurer Chief Financial Officer and Treasurer of funds in the Fund
Complex. Head of Fund Accounting for Morgan Stanley
Investment Management. Prior to December 2002, Executive
Director of Van Kampen Investments, the Adviser and Van
Kampen Advisors Inc.
COMPENSATION
Each trustee/director who is not an affiliated person (as defined in the
1940 Act) of Van Kampen Investments, the Adviser or the Distributor (each a
"Non-Affiliated Trustee") is compensated by an annual retainer and meeting fees
for services to funds in the Fund Complex. Each fund in the Fund Complex (except
Van Kampen Exchange Fund) provides a deferred compensation plan to its
Non-Affiliated Trustees that allows trustees/directors to defer receipt of their
compensation until retirement and earn a return on such deferred amounts.
Amounts deferred are retained by the Fund and earn a rate of return determined
by reference to the return on the common shares of the Fund or other funds in
the Fund Complex as selected by the respective Non-Affiliated Trustee. 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. Deferring compensation has the same economic effect as if
the Non-Affiliated Trustee reinvested his or her compensation into the funds.
Each fund in the Fund Complex (except Van Kampen Exchange Fund) 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. Under the retirement plan, a Non-Affiliated Trustee who is
receiving compensation from the 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 per year for each of the ten
years following such retirement from the 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 the Fund.
B-19
Additional information regarding compensation and benefits for trustees is
set forth below for the periods described in the notes accompanying the table.
COMPENSATION TABLE
Fund Complex
---------------------------------------------
Aggregate
Aggregate Estimated
Pension or Maximum Total
Retirement Annual Compensation
Aggregate Benefits Benefits from before
Compensation Accrued as the Fund Deferral from
from the Part of Complex Upon Fund
Name(1) Fund(2) Expenses(3) Retirement(4) Complex(5)
------- ------------ ----------- ------------- -------------
David C. Arch $ 289 $18,589 $147,500 $193,811
J. Miles Branagan 1,764 78,011 60,000 173,290
Jerry D. Choate 1,764 31,482 126,000 173,290
Rod Dammeyer 289 31,814 147,500 177,971
Linda Hutton Heagy 1,764 9,233 142,500 173,290
R. Craig Kennedy 1,764 6,424 142,500 173,290
Howard J Kerr 289 58,713 147,500 193,811
Jack E. Nelson 1,764 40,711 109,000 173,290
Hugo F. Sonnenschein 289 32,178 147,500 193,811
Wayne W. Whalen(1) 1,766 63,604 147,500 251,811
Suzanne H. Woolsey 1,764 20,086 142,500 173,290
------------------------------------
(1) Trustees not eligible for compensation are not included in the Compensation
Table. Mr. Whalen is an "interested person" (within the meaning of section
2(a)(19) of the 1940 Act) of the Fund and certain other funds in the Fund
Complex.
(2) The amounts shown in this column represent the aggregate compensation before
deferral with respect to the Fund's fiscal year ended August 31, 2003.
Messrs. Arch, Dammeyer, Kerr and Sonnenschein were appointed to the Board of
the Fund on July 23, 2003, and thus the amounts above reflect compensation
from the Fund for the period July 23, 2003 until the end of the fiscal year
ended August 31, 2003. The following Trustees deferred compensation from the
Fund during the fiscal year ended August 31, 2003: Mr. Branagan, $548; Mr.
Choate, $1,764; Mr. Dammeyer, $289; Ms. Heagy, $1,764; Mr. Nelson, $1,764;
Mr. Sonnenschein, $289; and Mr. Whalen, $1,766. The cumulative deferred
compensation (including interest) accrued with respect to each trustee,
including former trustees, from the Fund as of the Fund's fiscal year ended
August 31, 2003 is as follows: Mr. Branagan, $17,304; Mr. Choate, $7,427;
Mr. Dammeyer, $289; Ms. Heagy, $10,109; Mr. Kennedy, $7,975; Mr. Nelson,
$19,259; Mr. Sonnenschein, $289; Mr. Miller, $973; Mr. Rees, $23,467; Mr.
Robinson, $1,937; Mr. Rooney, $5,760; Mr. Sisto, $32,622 and Mr. Whalen,
$14,793. The deferred compensation plan is described above the Compensation
Table.
(3) The amounts shown in this column represent the sum of the retirement
benefits accrued by the operating funds in the Fund Complex for each of the
trustees for the funds' respective fiscal years ended in 2003. The
retirement plan is described above the Compensation Table. In 2003, efforts
have been under way to combine the trustees/directors/managing general
partners of the boards of the various Van Kampen-related funds in the Fund
Complex. Prior to 2003, only Messrs. Whalen and Powers served as trustees/
directors/managing general partners of all of the various Van Kampen-related
funds in the Fund Complex; and during 2003, other
trustees/directors/managing general partners are being elected or appointed,
as appropriate, to most of the respective boards of the underlying Van
Kampen-related funds. The amounts in this column represent amounts for each
trustee based on funds he/she oversaw for the period mentioned above; and
thus it is anticipated that the amounts will increase in future compensation
tables based on the increased number of funds overseen by such trustees
going forward.
B-20
(4) For each trustee, this is the sum of the estimated maximum annual benefits
payable by the funds in the Fund Complex for each year of the 10-year period
commencing in the year of such trustee's anticipated retirement. The
retirement plan is described above the Compensation Table.
(5) The amounts shown in this column represent the aggregate compensation paid
by all of the funds in the Fund Complex as of December 31, 2002 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. In 2003, efforts have
been under way to combine the trustees/directors/managing general partners
of the boards of the various Van Kampen-related funds in the Fund Complex.
Prior to 2003, only Messrs. Whalen and Powers served as
trustees/directors/managing general partners of all of the various Van
Kampen-related funds in the Fund Complex; and during 2003, other
trustees/directors/managing general partners are being elected or appointed,
as appropriate, to most of the respective boards of the underlying Van
Kampen-related funds. The amounts in this column represent amounts for each
trustee based on funds he/she oversaw for the period mentioned above; and
thus it is anticipated that the amounts will increase in future compensation
tables based on the increased number of funds overseen by such trustees
going forward.
BOARD COMMITTEES
The Board of Trustees has three standing committees (an audit committee, a
brokerage and services committee and a governance committee). Each committee is
comprised solely of "Independent Trustees", which is defined for purposes herein
as trustees who: (1) are not "interested persons" of the Fund as defined by the
1940 Act and (2) are "independent" of the Fund as defined by the New York Stock
Exchange, American Stock Exchange and Chicago Stock Exchange listing standards.
The Board's audit committee consists of J. Miles Branagan, Jerry D. Choate
and R. Craig Kennedy. In addition to being Independent Trustees as defined
above, each of these trustees also meets the additional independence
requirements for audit committee members as defined by the New York Stock
Exchange, American Stock Exchange and Chicago Stock Exchange listing standards.
The audit committee makes recommendations to the Board of Trustees concerning
the selection of the Fund's independent public auditors, reviews with such
auditors the scope and results of the Fund's annual audit and considers any
comments which the auditors may have regarding the Fund's financial statements,
books of account or internal controls. The Board of Trustees has adopted a
formal written charter for the audit committee which sets forth the audit
committee's responsibilities. The audit committee has reviewed and discussed the
financial statements of each Fund with management as well as with the
independent auditors of each Fund, and discussed with the independent auditors
the matters required to be discussed under the Statement of Auditing Standards
No. 61. The audit committee has received the written disclosures and the letter
from the independent auditors required under Independence Standard Board No. 1
and has discussed with the independent auditors their independence. Based on
this review, the audit committee recommended to the Board of Trustees of each
Fund that each Fund's audited financial statements be included in each Fund's
annual report to shareholders for the most recent fiscal year for filing with
the SEC.
The Board's brokerage and services committee consists of Linda Hutton
Heagy, Hugo F. Sonnenschein and Suzanne H. Woolsey. The brokerage and services
committee reviews the Fund's allocation of brokerage transactions and
soft-dollar practices and reviews the transfer agency and shareholder servicing
arrangements with Investor Services.
The Board's governance committee consists of David C. Arch, Rod Dammeyer,
Howard J Kerr and Jack E. Nelson. In addition to being Independent Trustees as
defined above, each of these trustees also meets the additional independence
requirements for nominating committee members as defined by the New York Stock
Exchange, American Stock Exchange and Chicago Stock Exchange listing standards.
The governance committee identifies individuals qualified to serve as
Independent Trustees on the Board and on committees of the Board, advises the
Board with respect to Board composition, procedures and committees, develops and
recommends to the Board a set of corporate governance principles applicable to
the Fund, monitors corporate governance matters and makes recommendations to the
Board, and acts as the administrative committee with
B-21
respect to Board policies and procedures, committee policies and procedures and
codes of ethics. The Independent Trustees of the Fund select and nominate any
other nominee Independent Trustees for the Fund. While the Independent Trustees
of the Fund expect to be able to continue to identify from their own resources
an ample number of qualified candidates for the Board of Trustees as they deem
appropriate, they will consider nominations from shareholders to the Board.
Nominations from shareholders should be in writing and sent to the Independent
Trustees as described below.
During the Fund's last fiscal year, the Board of Trustees held 9 meetings.
During the Fund's last fiscal year, the audit committee of the Board held 5
meetings and the brokerage and services committee of the Board held 4 meetings.
The governance committee was recently organized held 3 meetings during the
Fund's last fiscal year.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to the Board of Trustees. Shareholders
should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the Fund's office or directly to such Board member(s) at the address specified
for such trustee above. Other shareholder communications received by the Fund
not directly addressed and sent to the Board will be reviewed and generally
responded to by management, and will be forwarded to the Board only at
management's discretion based on the matters contained therein.
SHARE OWNERSHIP
Excluding deferred compensation balances as described in the Compensation
Table, as of December 31, 2003, the most recently completed calendar year prior
to the date of this Statement of Additional Information, each trustee of the
Trust beneficially owned equity securities of each series of the Trust and of
all of the funds in the Fund Complex overseen by the trustee in the dollar range
amounts specified below.
2003 TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
TRUSTEE
-----------------------------------------------------------------------------------
ARCH BRANAGAN CHOATE DAMMEYER HEAGY KENNEDY KERR
---- -------- ------ -------- ----- ------- ----
DOLLAR RANGE OF EQUITY SECURITIES IN THE
FUND................................... none $1-$10,000 none none none $1-$10,000 none
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY TRUSTEE IN THE
FUND COMPLEX........................... $50,001- over $10,001- over $10,001- over $1-$10,000
$100,000 $100,000 $50,000 $100,000 $50,000 $100,000
TRUSTEE
---------------------------------
NELSON SONNENSCHEIN WOOLSEY
------ ------------ -------
DOLLAR RANGE OF EQUITY SECURITIES IN THE
FUND................................... none none none
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY TRUSTEE IN THE
FUND COMPLEX........................... $1- $10,001- $10,001-
10,000 $50,000 $50,000
INTERESTED TRUSTEES
TRUSTEE
-----------------------------------------------
MERIN POWERS WHALEN
----- ------ ------
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND............... none none $10,001-$50,000
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN THE
FUND COMPLEX.............................................. over $100,000 over $100,000 over $100,000
Including deferred compensation balances (which are amounts deferred and
thus retained by each Fund as described in the Compensation Table), as of
December 31, 2003, the most recently completed calendar year prior to the date
of this Statement of Additional Information, each Trustee of the Trust had in
the aggregate, combining beneficially owned equity securities and deferred
compensation of each series of the
B-22
Trust and of all of the funds in the Fund Complex overseen by the Trustee in the
dollar range amounts specified below.
2003 TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
TRUSTEE
---------------------------------------------------------------------------------
ARCH BRANAGAN CHOATE DAMMEYER HEAGY KENNEDY KERR
---- -------- ------ -------- ----- ------- ----
DOLLAR RANGE OF EQUITY SECURITIES AND
DEFERRED COMPENSATION IN THE FUND...... none $50,001- none none $1-$10,000 $1-$10,000 none
$100,000
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES AND DEFERRED COMPENSATION IN
ALL REGISTERED INVESTMENT COMPANIES
OVERSEEN BY TRUSTEE IN THE FUND
COMPLEX................................ $50,001- over over over over over $1-$10,000
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000
TRUSTEE
-------------------------------------
NELSON SONNENSCHEIN WOOLSEY
------ ------------ -------
DOLLAR RANGE OF EQUITY SECURITIES AND
DEFERRED COMPENSATION IN THE FUND...... none none none
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES AND DEFERRED COMPENSATION IN
ALL REGISTERED INVESTMENT COMPANIES
OVERSEEN BY TRUSTEE IN THE FUND
COMPLEX................................ over over $1-
$100,000 $100,000 $10,000
INTERESTED TRUSTEES
TRUSTEE
-----------------------------------------------
MERIN POWERS WHALEN
----- ------ ------
DOLLAR RANGE OF EQUITY SECURITIES AND DEFERRED COMPENSATION
IN THE FUND............................................... none none $10,001-$50,000
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES AND DEFERRED
COMPENSATION IN ALL REGISTERED INVESTMENT COMPANIES
OVERSEEN BY TRUSTEE IN THE FUND COMPLEX................... over $100,000 over $100,000 over $100,000
As of August 1, 2004, the trustees and officers of the Fund as a group
owned less than, 1% of the shares of the Fund.
CODE OF ETHICS
The Fund, the Adviser and the Distributor have adopted a Code of Ethics
(the "Code of Ethics") that sets forth general and specific standards relating
to the securities trading activities of their employees. The Code of Ethics does
not prohibit employees from acquiring securities that may be purchased or held
by the Fund, but is intended to ensure that all employees conduct their personal
transactions in a manner that does not interfere with the portfolio transactions
of the Fund or other Van Kampen funds, or that such employees take unfair
advantage of their relationship with the Fund. Among other things, the Code of
Ethics prohibits certain types of transactions absent prior approval, imposes
various trading restrictions (such as time periods during which personal
transactions may or may not be made) and requires quarterly reporting of
securities transactions and other reporting matters. All reportable securities
transactions and other required reports are to be reviewed by appropriate
personnel for compliance with the Code of Ethics. Additional restrictions apply
to portfolio managers, traders, research analysts and others who may have access
to nonpublic information about the trading activities of the Fund or other Van
Kampen funds or who otherwise are involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
INVESTMENT ADVISORY AGREEMENT
The Fund and the Adviser are parties to an investment advisory agreement
(the "Advisory Agreement"). Under the Advisory Agreement, the Fund retains the
Adviser to manage the investment of the Fund's assets, including the placing of
orders for the purchase and sale of portfolio securities. The Adviser obtains
and evaluates economic, statistical and financial information to formulate
strategy and implement the Fund's investment objectives. The Adviser also
furnishes offices, necessary facilities and equipment, provides administrative
services to the Fund, renders periodic reports to the Fund's Board of Trustees,
and permits its officers and employees to serve without compensation as trustees
of the Trust or officers of the Fund if elected
B-23
to such positions. The Fund, however, bears the costs of its day-to-day
operations, including service fees, distribution fees, custodian fees, legal and
independent accountant fees, the costs of reports and proxies to shareholders,
compensation of trustees of the Fund (other than those who are affiliated
persons of the Adviser, Distributor or Van Kampen Investments) and all other
ordinary business expenses not specifically assumed by the Adviser. The Advisory
Agreement also provides that the Adviser shall not be liable to the Fund for any
actions or omissions if it acted without willful misfeasance, bad faith,
negligence or reckless disregard of its obligations under the Advisory
Agreement.
The fee payable to the Adviser is reduced by any commissions, tender
solicitation and other fees, brokerage or similar payments received by the
Adviser or any other direct or indirect majority owned subsidiary of Van Kampen
Investments in connection with the purchase and sale of portfolio investments
less any direct expenses incurred by such subsidiary of Van Kampen Investments,
in connection with obtaining such commissions, fees, brokerage or similar
payments. The Adviser agrees to use its best efforts to recapture tender
solicitation fees and exchange offer fees for the Fund's benefit and to advise
the Trustees of the Fund of any other commissions, fees, brokerage or similar
payments which may be possible for the Adviser or any other direct or indirect
majority owned subsidiary of Van Kampen Investments to receive in connection
with the Fund's portfolio transactions or other arrangements which may benefit
the Fund.
The Advisory Agreement also provides that, in the event the ordinary
business expenses of the Fund for any fiscal year exceed the most restrictive
expense limitation applicable in the states where the Fund's shares are
qualified for sale, the compensation due the Adviser will be reduced by the
amount of such excess and that, if a reduction in and refund of the advisory fee
is insufficient, the Adviser will pay the Fund monthly an amount sufficient to
make up the deficiency, subject to readjustment during the year. Ordinary
business expenses include the investment advisory fee and other operating costs
paid by the Fund except (1) interest and taxes, (2) brokerage commissions, (3)
certain litigation and indemnification expenses as described in the Advisory
Agreement and (4) payments made by the Fund pursuant to the distribution plans.
The Advisory Agreement may be continued from year to year if specifically
approved at least annually (a)(i) by the Fund's Board of Trustees or (ii) by a
vote of a majority of the Fund's outstanding voting securities and (b) by a vote
of a majority of the Trustees who are not parties to the agreement or interested
persons of any such party by votes cast in person at a meeting called for such
purpose. The Advisory Agreement provides that it shall terminate automatically
if assigned and that it may be terminated without penalty by either party on 60
days' written notice.
In approving the Advisory Agreement, the Board of Trustees, including the
non-interested Trustees, considered the nature, quality and scope of the
services provided by the Adviser, the performance, fees and expenses of the Fund
compared to other similar investment companies, the Adviser's expenses in
providing the services and the profitability of the Adviser and its affiliated
companies. The Board of Trustees also reviewed the benefit to the Adviser of
receiving third party research paid for by Fund assets and the propriety of such
an arrangement and evaluated other benefits the Adviser derives from its
relationship with the Fund. The Board of Trustees considered the extent to which
any economies of scale experienced by the Adviser are shared with the Fund's
shareholders, and the propriety of existing and alternative breakpoints in the
Fund's advisory fee schedule. The Board of Trustees considered comparative
advisory fees of the Fund and other investment companies at different asset
levels, and considered the trends in the industry versus historical and
projected sales and redemptions of the Fund. The Board of Trustees reviewed
reports from third parties about the foregoing factors and considered changes,
if any, in such items since its previous approval. The Board of Trustees
discussed the financial strength of the Adviser and its affiliated companies and
the capability of the personnel of the Adviser. The Board of Trustees reviewed
the statutory and regulatory requirements for approval of advisory agreements.
The Board of Trustees, including the non-interested Trustees, evaluated all of
the foregoing and determined, in the exercise of its business judgment, that
approval of the Advisory Agreement was in the best interests of the Fund and its
shareholders.
B-24
LITIGATION INVOLVING THE ADVISER
The Adviser, certain affiliates of the Adviser and certain investment
companies advised by the Adviser or its affiliates, including the Fund, and
certain trustees are named as defendants in a number of recently filed, similar
class action complaints. These complaints generally allege that defendants,
including the Fund, violated their statutory disclosure obligations and
fiduciary duties by failing properly to disclose (i) that the Adviser and
certain affiliates of the Adviser allegedly offered economic incentives to
brokers and others to steer investors to the funds advised by the Adviser or its
affiliates rather than funds managed by other companies, and (ii) that the funds
advised by the Adviser or its affiliates, including the Fund, allegedly paid
excessive commissions to brokers in return for their alleged efforts to steer
investors to these funds. The complaints seek, among other things, unspecified
compensatory damages, rescissionary damages, fees and costs. The defendants
intend to move to dismiss these actions and otherwise vigorously to defend them.
While the defendants believe that they have meritorious defenses, the ultimate
outcome of these matters is not presently determinable at this early stage of
the litigation.
ADVISORY FEES
FISCAL YEAR ENDED AUGUST 31,
------------------------------------
2003 2002 2001
---------- ---------- ----------
The Adviser received the approximate advisory fee of..... $3,091,000 $3,304,200 $3,871,800
---------- ---------- ----------
OTHER AGREEMENTS
Accounting Services Agreement. The Fund has entered into an accounting
services agreement pursuant to which Asset Management provides accounting
services to the Fund 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 pays all costs and expenses related to such
services, including all salary and related benefits of accounting personnel, as
well as the overhead and expenses of office space and the equipment necessary to
render such services. The Fund shares together with the other Van Kampen funds
in the cost of providing such services with 25% of such costs shared
proportionately based on the respective number of classes of securities issued
per fund and the remaining 75% of such costs based proportionately on the
respective net assets per fund.
ACCOUNTING SERVICES FEES
FISCAL YEAR ENDED AUGUST 31,
------------------------------
2003 2002 2001
-------- -------- --------
Asset Management received the approximate accounting
services fee of........................................... $47,100 $48,300 $47,200
------- ------- -------
DISTRIBUTION AND SERVICE
The Distributor acts as the principal underwriter of the Fund's shares
pursuant to a written agreement (the "Distribution and Service Agreement"). The
Distributor has the exclusive right to distribute shares of the Fund through
authorized dealers on a continuous basis. The Distributor's obligation is an
agency or "best efforts" arrangement under which the Distributor is required to
take and pay for only such shares of the Fund as may be sold to the public. The
Distributor is not obligated to sell any stated number of shares. The
Distributor bears the cost of printing (but not typesetting) prospectuses used
in connection with this offering and certain other costs including the cost of
supplemental sales literature and advertising. The Distribution and Service
Agreement is renewable from year to year if approved (a)(i) by the Fund's Board
of Trustees or (ii) by a vote of a majority of the Fund's outstanding voting
securities and (b) by a 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'
B-25
written notice. Total underwriting commissions on the sale of shares of the Fund
for the last three fiscal years are shown in the chart below.
AMOUNTS
TOTAL UNDERWRITING RETAINED
COMMISSIONS BY DISTRIBUTOR
------------------ --------------
Fiscal year ended August 31, 2003........................... $1,596,882 $142,200
Fiscal year ended August 31, 2002........................... $1,024,923 $102,879
Fiscal year ended August 31, 2001........................... $1,352,973 $154,571
With respect to sales of Class A Shares of the Fund, the total sales
charges and concessions reallowed to authorized dealers at the time of purchase
are as follows:
CLASS A SHARES SALES CHARGE TABLE
TOTAL SALES CHARGE
--------------------------- REALLOWED
AS % OF AS % OF TO DEALERS
OFFERING NET AMOUNT AS A % OF
SIZE OF INVESTMENT PRICE INVESTED OFFERING PRICE)
------------------ -------- ---------- ---------------
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................................... * * *
------------------------------------
* No sales charge is payable at the time of purchase on investments of $1
million or more, although the Fund may impose a contingent deferred sales
charge of 1.00% on certain redemptions made within one year of the purchase.
The one-year period ends on the first business day of the thirteenth month
after the purchase date. A commission or transaction fee will be paid by the
Distributor at the time of purchase directly out of the Distributor's assets
(and not out of the Fund's assets) to authorized dealers who initiate and are
responsible for purchases of $1 million or more computed on a percentage of
the dollar value of such shares sold as follows: 1.00% on sales to $2 million,
plus 0.80% on the next $1 million and 0.50% on the excess over $3 million.
With respect to sales of Class B Shares and Class C Shares of the Fund, a
commission or transaction fee generally will be paid by the Distributor at the
time of purchase directly out of the Distributor's assets (and not out of the
Fund's assets) to authorized dealers who initiate and are responsible for such
purchases computed based on a percentage of the dollar value of such shares sold
of 4.00% on Class B Shares and 1.00% on Class C Shares.
Proceeds from any contingent deferred sales charge and any distribution
fees on Class B Shares and Class C Shares of the Fund are paid to the
Distributor and are used by the Distributor to defray its distribution related
expenses in connection with the sale of the Fund's shares, such as the payment
to authorized dealers for selling such shares. With respect to Class C Shares,
the authorized dealers generally receive from the Distributor the ongoing
distribution fees of up to 0.75% of the average daily net assets of the Fund's
Class C Shares annually commencing in the second year after purchase.
With respect to Class I Shares, there are no sales charges paid by
investors and no commissions or transaction fees paid to authorized dealers.
In addition to reallowances or commissions described above, the Distributor
may from time to time implement programs under which an authorized dealer's
sales force may be eligible to win nominal awards for certain sales efforts or
under which the Distributor will reallow to any authorized dealer that sponsors
sales contests or recognition programs conforming to criteria established by the
Distributor, or participates in sales programs sponsored by the Distributor, an
amount not exceeding the total applicable sales charges on the sales generated
by the authorized dealer at the public offering price during such programs.
Also, the Distributor in its discretion may from time to time, pursuant to
objective criteria established by the Distributor, pay fees to, and sponsor
business seminars for, qualifying authorized dealers for certain services or
activities which are primarily intended to result in sales of shares of the Fund
or other Van Kampen funds. Fees may include
B-26
payment for travel expenses, including lodging, incurred in connection with
trips taken by invited registered representatives for meetings or seminars of a
business nature. In some instances additional compensation or promotional
incentives may be offered to brokers, dealers or financial intermediaries that
have sold or may sell significant amounts of shares during specified periods of
time. The Distributor may provide additional compensation to Edward D. Jones &
Co. or an affiliate thereof based on a combination of its quarterly sales of
shares of the Fund and other Van Kampen funds and increases in net assets of the
Fund and other Van Kampen funds over specified thresholds. All of the foregoing
payments are made by the Distributor out of its own assets. Such fees paid for
such services and activities with respect to the Fund will not exceed in the
aggregate 1.25% of the average total daily net assets of the Fund on an annual
basis. These programs will not change the price an investor will pay for shares
or the amount that a Fund will receive from such sale.
The Fund has adopted a distribution plan (the "Distribution Plan") with
respect to each of its Class A Shares, Class B Shares and Class C Shares
pursuant to Rule 12b-1 under the 1940 Act. The Fund also adopted a service plan
(the "Service Plan") with respect to each of its Class A Shares, Class B Shares
and Class C 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 the distribution of the respective class of shares and
in connection with the provision of ongoing services to shareholders of such
class, respectively. The Distribution Plan and the Service Plan are being
implemented through the Distribution and Service Agreement with the Distributor
of each such class of the Fund's shares, sub-agreements between the Distributor
and members of the NASD who are acting as securities dealers and NASD members or
eligible non-members who are acting as brokers or agents and similar agreements
between the Fund and financial intermediaries who are acting as brokers
(collectively, "Selling Agreements") that may provide for their customers or
clients certain services or assistance, which may include, but not be limited
to, processing purchase and redemption transactions, establishing and
maintaining shareholder accounts regarding the Fund, and such other services as
may be agreed to from time to time and as may be permitted by applicable
statute, rule or regulation. Brokers, dealers and financial intermediaries that
have entered into sub-agreements with the Distributor and sell shares of the
Fund are referred to herein as "financial intermediaries."
Certain financial intermediaries may be prohibited under law from providing
certain underwriting or distribution services. If a financial intermediary was
prohibited from acting in any capacity or providing any of the described
services, the Distributor would consider what action, if any, would be
appropriate. The Distributor does not believe that termination of a relationship
with a financial intermediary would result in any material adverse consequences
to the Fund.
The Distributor must submit quarterly reports to the Fund's Board of
Trustees setting forth separately by class of shares all amounts paid under the
Distribution Plan and the purposes for which such expenditures were made,
together with such other information as from time to time is reasonably
requested by the Trustees. The Plans provide that they will continue in full
force and effect from year to year so long as such continuance is specifically
approved by a vote of the Trustees, and also by a vote of the disinterested
Trustees, cast in person at a meeting called for the purpose of voting on the
Plans. Each of the Plans may not be amended to increase materially the amount to
be spent for the services described therein with respect to any class of shares
without approval by a vote of a majority of the outstanding voting shares of
such class, and all material amendments to either of the Plans must be approved
by the Trustees and also by the disinterested Trustees. Each of the Plans may be
terminated with respect to any class of shares at any time by a vote of a
majority of the disinterested Trustees or by a vote of a majority of the
outstanding voting shares of such class.
For Class A Shares in any given year in which the Plans are in effect, the
Plans generally provide for the Fund to pay the Distributor the lesser of (i)
the amount of the Distributor's actual expenses incurred during such year less
any deferred sales charges (if any) it received during such year (the "actual
net expenses") or (ii) the distribution and service fees at the rates specified
in the Prospectus applicable to that class (the "plan fees"). Therefore, to the
extent the Distributor's actual net expenses in a given year are less than the
plan fees for such year, the Fund only pays the actual net expenses.
Alternatively, to the extent the Distributor's actual net expenses in a given
year exceed the plan fees for such year, the Fund only pays the plan fees for
such year. For Class A Shares, there is no carryover of any unreimbursed actual
net expenses to succeeding years.
B-27
The Plans for Class B Shares and Class C Shares are similar to the Plans
for Class A Shares, except that any actual net expenses which exceed plan fees
for a given year are carried forward and are eligible for payment in future
years by the Fund so long as the Plans remain in effect. Thus, for each of the
Class B Shares and Class C Shares, in any given year in which the Plans are in
effect, the Plans generally provide for the Fund to pay the Distributor the
lesser of (i) the applicable amount of the Distributor's actual net expenses
incurred during such year for such class of shares plus any actual net expenses
from prior years that are still unpaid by the Fund for such class of shares or
(ii) the applicable plan fees for such class of shares. Except as may be
mandated by applicable law, the Fund does not impose any limit with respect to
the number of years into the future that such unreimbursed actual net expenses
may be carried forward (on a Fund level basis). These unreimbursed actual net
expenses may or may not be recovered through plan fees or contingent deferred
sales charges in future years.
Because of fluctuations in net asset value, the plan fees with respect to a
particular Class B Share or Class C Share may be greater or less than the amount
of the initial commission (including carrying cost) paid by the Distributor with
respect to such share. In such circumstances, a shareholder of a share may be
deemed to incur expenses attributable to other shareholders of such class.
As of August 31, 2003, there were approximately $5,475,100 and $1,800 of
unreimbursed distribution-related expenses with respect to Class B Shares and
Class C Shares, respectively, representing approximately 3% and less than 1% of
the Fund's net assets attributable to Class B Shares and Class C Shares,
respectively. If the Plans are terminated or not continued, the Fund would not
be contractually obligated to pay the Distributor for any expenses not
previously reimbursed by the Fund or recovered through contingent deferred sales
charges.
For the fiscal year ended August 31, 2003, the Fund's aggregate expenses
paid under the Plans for Class A Shares were $854,823 or 0.24% of the Class A
Shares' average daily net assets. Such expenses were paid to reimburse the
Distributor for payments made to financial intermediaries for servicing Class A
shareholders and for administering the Class A Share Plans. For the fiscal year
ended August 31, 2003, the Fund's aggregate expenses paid under the Plans for
Class B Shares were $1,717,739 or 1.00% of the Class B Shares' average daily net
assets. Such expenses were paid to reimburse the Distributor for the following
payments: $1,286,305 for commissions and transaction fees paid to financial
intermediaries in respect of sales of Class B Shares of the Fund and $431,434
for fees paid to financial intermediaries for servicing Class B shareholders and
administering the Class B Share Plans. For the fiscal year ended August 31,
2003, the Fund's aggregate expenses paid under the Plans for Class C Shares were
$403,248 or 0.97% of the Class C Shares' average daily net assets. Such expenses
were paid to reimburse the Distributor for the following payments: $88,609 for
commissions and transaction fees paid to financial intermediaries in respect of
sales of Class C Shares of the Fund and $314,639 for fees paid to financial
intermediaries for servicing Class C shareholders and administering the Class C
Share Plans.
The Distributor has entered into agreements with the following firms
whereby certain shares of the Fund will be offered pursuant to such firm's
retirement plan alliance program(s): (i) The Prudential Insurance Company of
America, (ii) Merrill Lynch Pierce, Fenner & Smith, Incorporated, (iii) Buck
Consultants, Inc., (iv) Vanguard Marketing Corporation (a wholly-owned
subsidiary of The Vanguard Group, Inc.), (v) American Century Retirement Plan
Services Inc., (vi) Fidelity Brokerage Services, Inc. & National Financial
Services Corporation, (vii) First Union National Bank, (viii) Franklin
Templeton, (ix) Great West Life & Annuity Insurance Company/Benefits Corp
Equities, Inc., (x) GoldK Investment Services, Inc., (xi) Huntington Bank, (xii)
AMVESCAP Retirement, Inc. (formerly Invesco Retirement and Benefit Services,
Inc.), (xiii) Lincoln National Life Insurance Company, (xiv) Morgan Stanley DW
Inc., (xv) National Deferred Compensation, (xvi) Wells Fargo, N.A. on behalf of
itself and its Affiliated Banks, (xvii) Smith Barney, Inc., (xviii) SunGard
Institutional Brokerage Inc., (xix) Union Bank of California, N.A., (xx) ABN
AMRO Trust Services Company, (xxi) ING Financial Advisers, LLC and (xxxii)
Northern Trust Retirement Consulting, LLC. Trustees and other fiduciaries of
retirement plans seeking to invest in multiple fund families through a
broker-dealer retirement plan alliance program should contact the firms
mentioned above for further information concerning the program(s) including, but
not limited to, minimum size and operational requirements.
B-28
TRANSFER AGENT
The Fund's transfer agent, shareholder service agent and dividend
disbursing agent is Van Kampen Investor Services Inc. The transfer agency fees
are determined through negotiations with the Fund and are approved by the Fund's
Board of Trustees. The transfer agency fees are based on competitive benchmarks.
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION
The Adviser is responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of prices and any brokerage commissions on such transactions. While
the Adviser will be primarily responsible for the placement of the Fund's
portfolio business, the policies and practices in this regard are subject to
review by the Fund's Board of Trustees.
As most transactions made by the Fund are principal transactions at net
prices, the Fund generally incurs little or no brokerage costs. The portfolio
securities in which the fund invests are normally purchased directly from the
issuer or in the over-the-counter market from an underwriter or market maker for
the securities. Purchases from underwriters of portfolio securities include a
commission or concession paid by the issuer to the underwriter and purchases
from dealers serving as market makers include a spread or markup to the dealer
between the bid and asked price. Sales to dealers are effected at bid prices.
The Fund may also purchase certain money market instruments directly from an
issuer, in which case no commissions or discounts are paid, or may purchase and
sell listed securities on an exchange, which are effected through brokers who
charge a commission for their services.
The Adviser is responsible for placing portfolio transactions and does so
in a manner deemed fair and reasonable to the Fund and not according to any
formula. The primary consideration in all portfolio transactions is prompt
execution of orders in an effective manner at the most favorable price. In
selecting broker-dealers and in negotiating prices and any brokerage commissions
on such transactions, the Adviser considers the firm's reliability, integrity
and financial condition and the firm's execution capability, the size and
breadth of the market for the security, the size of and difficulty in executing
the order, and the best net price. There are many instances when, in the
judgment of the Adviser, more than one firm can offer comparable execution
services. In selecting among such firms, consideration may be given to those
firms which supply research and other services in addition to execution
services. The Adviser is authorized to pay higher commissions to brokerage firms
that provide it with investment and research information than to firms which do
not provide such services if the Adviser determines that such commissions are
reasonable in relation to the overall services provided. No specific value can
be assigned to such research services which are furnished without cost to the
Adviser. Since statistical and other research information is only supplementary
to the research efforts of the Adviser to the Fund and still must be analyzed
and reviewed by its staff, the receipt of research information is not expected
to reduce its expenses materially. The investment advisory fee is not reduced as
a result of the Adviser's receipt of such research services. Services provided
may include (a) furnishing advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; (b)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts; and (c) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement and custody). Research
services furnished by firms through which the Fund effects its securities
transactions may be used by the Adviser in servicing all of its advisory
accounts; not all of such services may be used by the Adviser in connection with
the Fund.
The Adviser also may place portfolio transactions, to the extent permitted
by law, with brokerage firms affiliated with the Fund, the Adviser or the
Distributor and with brokerage firms participating in the distribution of the
Fund's shares if it reasonably believes that the quality of execution and the
commission are comparable to that available from other qualified firms.
Similarly, to the extent permitted by law and subject to the same considerations
on quality of execution and comparable commission rates, the Adviser may direct
an executing broker to pay a portion or all of any commissions, concessions or
discounts to a firm supplying research or other services.
B-29
The Adviser may place portfolio transactions at or about the same time for
other advisory accounts, including other investment companies. The Adviser seeks
to allocate portfolio transactions equitably whenever concurrent decisions are
made to purchase or sell securities for the Fund and another advisory account.
In some cases, this procedure could have an adverse effect on the price or the
amount of securities available to the Fund. In making such allocations among the
Fund and other advisory accounts, the main factors considered by the Adviser are
the respective sizes of the Fund and other advisory accounts, the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size of
investment commitments generally held and opinions of the persons responsible
for recommending the investment.
Certain broker-dealers, through which the Fund may effect securities
transactions, are affiliated persons (as defined in the 1940 Act) of the Fund or
affiliated persons of such affiliates, including Morgan Stanley or its
subsidiaries. The Fund's Board of Trustees has adopted certain policies
incorporating the standards of Rule 17e-1 issued by the SEC under the 1940 Act
which require that the commissions paid to affiliates of the Fund must be
reasonable and fair compared to the commissions, fees or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities during a comparable period of time.
The rule and procedures also contain review requirements and require the Adviser
to furnish reports to the trustees and to maintain records in connection with
such reviews. After consideration of all factors deemed relevant, the trustees
will consider from time to time whether the advisory fee for the Fund will be
reduced by all or a portion of the brokerage commission paid to affiliated
brokers.
Unless otherwise disclosed below, the Fund paid no commissions to
affiliated brokers during the last three fiscal years. The Fund paid the
following commissions to brokers during the fiscal years shown:
COMMISSIONS PAID:
AFFILIATED
BROKERS
--------------
ALL MORGAN STANLEY
BROKERS DW INC.
------- --------------
Fiscal year ended August 31, 2003......................... $ 155 $0
Fiscal year ended August 31, 2002......................... $ 0 $0
Fiscal year ended August 31, 2001......................... $1,606 $0
Fiscal year 2003 Percentages:
Commissions with affiliate to total commissions........... 0%
Value of brokerage transactions with affiliate to total
transactions........................................... 0%
During the fiscal year ended August 31, 2003, the Fund paid no brokerage
commissions to brokers selected primarily on the basis of research services
provided to the Adviser.
SHAREHOLDER SERVICES
The Fund offers a number of shareholder services designed to facilitate
investment in its shares at little or no extra cost to the investor. Below is a
description of such services. The following information supplements the section
in the Fund's Prospectus captioned "Shareholder Services."
INVESTMENT ACCOUNT
Each shareholder has an investment account under which the investor's
shares of the Fund are held by Investor Services, the Fund's transfer agent.
Investor Services performs bookkeeping, data processing and administrative
services related to the maintenance of shareholder accounts. Except as described
in the Prospectus and this Statement of Additional Information, after each share
transaction in an account, the shareholder receives a statement showing the
activity in the account. Each shareholder who has an account in any of the Van
Kampen funds will receive statements quarterly from Investor Services showing
any reinvestments of dividends and capital gain dividends and any other activity
in the account since the preceding statement. Such shareholders also will
receive separate confirmations for each purchase or sale transaction
B-30
other than reinvestment of dividends and capital gain dividends and systematic
purchases or redemptions. Additional shares may be purchased at any time through
authorized dealers or by mailing a check and detailed instructions 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 an exchange or
redemption of the shares represented by the certificate. In addition, if such
certificates are lost the shareholder must write to Van Kampen Funds Inc., c/o
Investor Services, PO Box 947, Jersey City, NJ 07303-0947, requesting an
"Affidavit of Loss" and obtain a Surety Bond in a form acceptable to Investor
Services. On the date the letter is received, Investor Services will calculate
the fee for replacing the lost certificate equal to no more than 1.50% of the
net asset value of the issued shares, and bill the party to whom the replacement
certificate was mailed.
RETIREMENT PLANS
Eligible investors may establish individual retirement accounts ("IRAs");
SEP; 401(k) plans; 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.
AUTOMATED CLEARING HOUSE ("ACH") DEPOSITS
Shareholders can use ACH to have redemption proceeds up to $50,000
deposited electronically into their bank accounts. Redemption proceeds
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. 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
form. The shareholder must also include a voided check or deposit slip from the
bank account into which redemption proceeds 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 or by calling (800)
847-2424 ((800) 421-2833 for the hearing impaired).
DIVIDEND DIVERSIFICATION
A shareholder may elect, by completing the appropriate section of the
account application form or by calling (800) 847-2424 ((800) 421-2833 for the
hearing impaired), to have all dividends and capital gain dividends paid on a
class of shares of the Fund invested into shares of the same class of any of the
Participating Funds (as defined in the Prospectus) so long as the investor has a
pre-existing account for such class of shares of the other fund. Both accounts
must be of the same type, either non-retirement or retirement. If the accounts
are retirement accounts, they must both be for the same class and of the same
type of retirement plan (e.g. IRA, 403(b)(7), 401(k), Money Purchase and Profit
Sharing Keogh plans) and for the benefit of the same individual. If a qualified,
pre-existing account does not exist, the shareholder must establish a new
account subject to any requirements of the Participating Fund into which
distributions will be invested. Distributions are invested into the selected
Participating Fund, provided that shares of such Participating Fund are
available for sale, at its net asset value per share as of the payable date of
the distribution from the Fund.
SYSTEMATIC WITHDRAWAL PLAN
A shareholder may establish a monthly, quarterly, semiannual or annual
withdrawal plan if the shareholder owns shares in a single account valued at
$10,000 or more at the next determined net asset value per share at the time the
plan is established. If a shareholder owns shares in a single account valued at
$5,000
B-31
or more at the next determined net asset value per share at the time the plan is
established, the shareholder may establish a quarterly, semiannual or annual
withdrawal plan. This plan provides for the orderly use of the entire account,
not only the income but also the capital, if necessary. Each payment represents
the proceeds of a redemption of shares on which any capital gain or loss will be
recognized. The planholder may arrange for periodic 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 and may be established on a
form made available by the Fund. See "Shareholder Services -- Retirement Plans."
Class B Shareholders and Class C Shareholders who establish a systematic
withdrawal plan may redeem up to 12% annually of the shareholder's initial
account balance without incurring a contingent deferred sales charge. Initial
account balance means the amount of the shareholder's investment at the time the
election to participate in the plan is made.
Under the plan, sufficient shares of the Fund are redeemed to provide the
amount of the periodic withdrawal payment. Dividends and capital gain dividends
on shares held in accounts with systematic withdrawal plans are reinvested in
additional shares at the next determined net asset value per share. If periodic
withdrawals continuously exceed reinvested dividends and capital gain dividends,
the shareholder's original investment will be correspondingly reduced and
ultimately exhausted. Redemptions made concurrently with the purchase of
additional shares ordinarily will be disadvantageous to the shareholder because
of the duplication of sales charges. Any gain or loss realized by the
shareholder upon redemption of shares is a taxable event. The Fund reserves the
right to amend or terminate the systematic withdrawal program upon 30 days'
notice to its shareholders.
REINSTATEMENT PRIVILEGE
A Class A Shareholder or Class B Shareholder who has redeemed shares of the
Fund may reinstate any portion or all of the net proceeds of such redemption
(and may include that amount necessary to acquire a fractional share to round
off his or her purchase to the next full share) in Class A Shares of the Fund. A
Class C Shareholder who has redeemed shares of the Fund may reinstate any
portion or all of the net proceeds of such redemption (and may include that
amount necessary to acquire a fractional share to round off his or her purchase
to the next full share) in Class C Shares of the Fund with credit given for any
contingent deferred sales charge paid upon such redemption, provided that such
shareholder has not previously exercised this reinstatement privilege with
respect to Class C Shares of the Fund. Shares acquired in this manner will be
deemed to have the original cost and purchase date of the redeemed shares for
purposes of applying the CDSC-Class C (defined below) to subsequent redemptions.
Reinstatements are made at the net asset value per share (without a sales
charge) next determined after the order is received, which must be made within
180 days after the date of the redemption provided that shares of the Fund are
available for sale. Reinstatement at net asset value per share is also offered
to participants in eligible retirement plans for repayment of principal (and
interest) on their borrowings on such plans, provided that shares of the Fund
are available for sale.
REDEMPTION OF SHARES
Redemptions are not made on days during which the New York Stock Exchange
(the "Exchange") is closed. The right of redemption may be suspended and the
payment therefor may be postponed for more than seven days during any period
when (a) the Exchange is closed for other than customary weekends or holidays;
(b) the SEC determines trading on the Exchange is restricted; (c) the SEC
determines an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund to fairly determine the value of its net assets; or (d)
the SEC, by order, so permits.
In addition, if the Fund's Board of Trustees determines that payment wholly
or partly in cash would be detrimental to the best interests of the remaining
shareholders of the Fund, the Fund may pay the redemption proceeds in whole or
in part by a distribution-in-kind of portfolio securities held by the Fund in
lieu of cash in conformity with applicable rules of the SEC. A
distribution-in-kind may result in recognition by the
B-32
shareholder of a gain or loss for federal income tax purposes when such
securities are distributed, and the shareholder may have brokerage costs and a
gain or loss for federal income tax purposes upon the shareholder's disposition
of such securities.
CONTINGENT DEFERRED SALES CHARGE-CLASS A
As described in the Fund's Prospectus under "Purchase of Shares -- Class A
Shares," there is no sales charge payable on Class A Shares at the time of
purchase on investments of $1 million or more, but a contingent deferred sales
charge ("CDSC-Class A") may be imposed on certain redemptions made within one
year of purchase. For purposes of the CDSC-Class A, when shares of a
Participating Fund are exchanged for shares of another Participating Fund, the
purchase date for the shares acquired by exchange will be assumed to be the date
on which shares were purchased in the fund from which the exchange was made. If
the exchanged shares themselves are acquired through an exchange, the purchase
date is assumed to carry over from the date of the original election to purchase
shares subject to a CDSC-Class A rather than a front-end load sales charge. In
determining whether a CDSC-Class A is payable, it is assumed that shares being
redeemed first are any shares in the shareholder's account not subject to a
contingent deferred sales charge followed by shares held the longest in the
shareholder's account. The contingent deferred sales charge is assessed on an
amount equal to the lesser of the then current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no sales charge
is assessed on shares derived from reinvestment of dividends or capital gain
dividends.
WAIVER OF CLASS B AND CLASS C CONTINGENT DEFERRED SALES CHARGES
As described in the Fund's Prospectus under "Redemption of Shares,"
redemptions of Class B Shares and Class C Shares will be subject to a contingent
deferred sales charge ("CDSC-Class B and C"). The CDSC-Class B and C is waived
on redemptions of Class B Shares and Class C Shares in the circumstances
described below:
REDEMPTION UPON DEATH OR DISABILITY
The Fund will waive the CDSC-Class B and C on redemptions following the
death or disability of a Class B shareholder and Class C shareholder. An
individual will be considered disabled for this purpose if he or she meets the
definition thereof in Section 72(m)(7) of the Internal Revenue Code (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 death or disability before it
determines to waive the CDSC-Class B and C.
In cases of death or disability, the CDSC-Class B and C will be waived
where the decedent or disabled person is either an individual shareholder or
owns the shares as a joint tenant with right of survivorship or is the
beneficial owner of a custodial or fiduciary account, and where the redemption
is made within one year of the death or initial determination of disability.
This waiver of the CDSC-Class B and C applies to a total or partial redemption,
but only to redemptions of shares held at the time of the death or initial
determination of disability.
REDEMPTION IN CONNECTION WITH CERTAIN DISTRIBUTIONS FROM RETIREMENT PLANS
The Fund will waive the CDSC-Class B and C when a total or partial
redemption is made in connection with certain distributions from retirement
plans. The CDSC-Class B and C will be waived upon the tax-free rollover or
transfer of assets to another retirement plan invested in one or more
Participating Funds; in such event, as described below, the Fund will "tack" the
period for which the original shares were held on to the holding period of the
shares acquired in the transfer or rollover for purposes of determining what, if
any,
B-33
CDSC-Class B and C is applicable in the event that such acquired shares are
redeemed following the transfer or rollover. The charge also will be waived on
any redemption which results from the return of an excess contribution or other
contribution pursuant to Code Section 408(d)(4) or (5), the return of excess
contributions or excess deferral amounts pursuant to Code Section 401(k)(8) or
402(g)(2), the financial hardship of the employee pursuant to U.S. Treasury
regulation Section 1.401(k)-1(d)(2) or the death or disability of the employee
(see Code Section 72(m)(7) and 72(t)(2)(A)(ii)). In addition, the charge will be
waived on any minimum distribution required to be distributed in accordance with
Code Section 401(a)(9).
The Fund does not intend to waive the CDSC-Class B and C for any
distributions from IRAs or other retirement plans not specifically described
above.
REDEMPTION PURSUANT TO THE FUND'S SYSTEMATIC WITHDRAWAL PLAN
A shareholder may elect to participate in a systematic withdrawal plan with
respect to the shareholder's investment in the Fund. Under the systematic
withdrawal plan, a dollar amount of a participating shareholder's investment in
the Fund will be redeemed systematically by the Fund on a periodic basis, and
the proceeds sent to the designated payee of record. The amount to be redeemed
and frequency of the systematic withdrawals will be specified by the shareholder
upon his or her election to participate in the systematic withdrawal plan.
The amount of the shareholder's investment in the Fund at the time the
election to participate in the systematic withdrawal plan is made with respect
to the Fund is hereinafter referred to as the "initial account balance." The
amount to be systematically redeemed from the Fund without the imposition of a
CDSC-Class B and C may not exceed a maximum of 12% annually of the shareholder's
initial account balance. The Fund reserves the right to change the terms and
conditions of the systematic withdrawal plan and the ability to offer the
systematic withdrawal plan.
NO INITIAL COMMISSION OR TRANSACTION FEE
The Fund will waive the CDSC-Class B and C in circumstances under which no
commission or transaction fee is paid to authorized dealers at the time of
purchase of shares. See "Purchase of Shares -- Waiver of Contingent Deferred
Sales Charge" in the Prospectus.
INVOLUNTARY REDEMPTIONS OF SHARES
The Fund reserves the right to redeem shareholder accounts with balances
of less than a specified dollar amount as set forth in the Prospectus. Prior to
such redemptions, shareholders will be notified in writing and allowed a
specified period of time to purchase additional shares to bring the value of the
account up to the required minimum balance. The Fund will waive the CDSC-Class
B and C upon such involuntary redemption.
REDEMPTION BY ADVISER
The Fund may waive the CDSC-Class B and C when a total or partial
redemption is made by the Adviser with respect to its investments in the Fund.
TAXATION
FEDERAL INCOME TAXATION 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 sources of
its income and diversification of its assets.
If the Fund so qualifies and distributes each year to its shareholders at
least 90% of its investment company taxable income (generally including ordinary
income and net short-term capital gain, but not net
B-34
capital gain, which is the excess of net long-term capital gain over net
short-term capital loss) and meets certain other requirements, it will not be
required to pay federal income taxes on any income it distributes to
shareholders. The Fund intends to distribute at least the minimum amount
necessary to satisfy the 90% distribution requirement. The Fund will not be
subject to federal income tax on any net capital gain distributed to
shareholders and designated as capital gain dividends.
To avoid a 4% excise tax, the Fund will be required to distribute, by
December 31st of each year, at least an amount equal to the sum of (i) 98% of
its ordinary income for such year and (ii) 98% of its capital gain net income
(the latter of which generally is computed on the basis of the one-year period
ending on October 31st of such year), plus any amounts that were not distributed
in previous taxable years. For purposes of the excise tax, any ordinary income
or capital gain net income retained by, and subject to federal income tax in the
hands of, the Fund will be treated as having been distributed.
If the Fund failed to qualify as a regulated investment company or failed
to satisfy the 90% distribution requirement in any taxable year, the Fund would
be taxed as an ordinary corporation on its taxable income (even if such income
were distributed to its shareholders) and all distributions out of earnings and
profits would be taxed to shareholders as ordinary income. In addition, the Fund
could be required to recognize unrealized gains, pay taxes and make
distributions (which could be subject to interest charges) before requalifying
for taxation as a regulated investment company.
Some of the Fund's investment practices are subject to special provisions
of the Code that, among other things, may (i) disallow, suspend or otherwise
limit the allowance of certain losses or deductions, (ii) convert lower taxed
long-term capital gain into higher taxed short-term capital gain or ordinary
income, (iii) convert an ordinary loss or a deduction into a capital loss (the
deductibility of which is more limited) and/or (iv) cause the Fund to recognize
income or gain without a corresponding receipt of cash with which to make
distributions in amounts necessary to satisfy the 90% distribution requirement
and the distribution requirements for avoiding income and excise taxes. The Fund
will monitor its transactions and may make certain tax elections 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 to maintain its qualification as a
regulated investment company and to avoid income and excise taxes. To generate
sufficient cash to make distributions necessary to satisfy the 90% distribution
requirement and to avoid income and excise taxes, the Fund may have to dispose
of securities that it would otherwise have continued to hold.
DISTRIBUTIONS TO SHAREHOLDERS
Distributions of the Fund's investment company taxable 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 designated as capital gain dividends, if any,
are taxable to shareholders as long-term capital gains regardless of the length
of time shares of the Fund have been held by such shareholders. Distributions in
excess of the Fund's earnings and profits will first reduce the adjusted tax
basis of a shareholder's shares 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). The Jobs and Growth Tax Relief Reconciliation Act
of 2003 (the "2003 Tax Act") contains provisions that reduce the U.S. federal
income tax rates on (1) long-term capital gains received by individuals and (2)
"qualified dividend income" received by individuals from certain domestic and
foreign corporations. The reduced rate for capital gains generally applies to
long-term capital gains from sales or exchanges recognized on or after May 6,
2003, and ceases to apply for taxable years beginning after December 31, 2008.
The reduced rate for dividends generally applies to "qualified dividend income"
received in taxable years beginning after December 31, 2002, and ceases to apply
for taxable years beginning after December 31, 2008. Because the Fund intends to
invest primarily in debt securities, ordinary income dividends paid by the Fund
generally will not be eligible for the reduced rate
B-35
applicable to "qualified dividend income." Distributions from the Fund
designated as capital gain dividends will be eligible for the reduced rate
applicable to long-term capital gains. For a summary of the maximum tax rates
applicable to capital gains (including capital gain dividends), see "Capital
Gains Rates" below. Tax-exempt shareholders not subject to federal income tax on
their income generally will not be taxed on distributions from the Fund.
Shareholders receiving distributions in the form of additional shares
issued by the Fund will be treated for federal income tax purposes as receiving
a distribution in an amount equal to the fair market value of the shares
received, determined as of the distribution date. The basis of such shares will
equal their fair market value on the distribution date.
The Fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year. Distributions from
the Fund generally will not be eligible for the corporate dividends received
deduction.
Although dividends generally will be treated as distributed when paid,
dividends declared in October, November or December, payable to shareholders of
record on a specified date in such month and paid during January of the
following year will be treated as having been distributed by the Fund and
received by the shareholders on the December 31st prior to the date of payment.
In addition, certain other distributions made after the close of a taxable year
of the Fund may be "spilled back" and treated as paid by the Fund (except for
purposes of the 4% excise tax) during such taxable year. In such case,
shareholders will be treated as having received such dividends in the taxable
year in which the distribution was actually made.
Income from investments in foreign securities received by the Fund may be
subject to income, withholding or other taxes imposed by foreign countries and
U.S. possessions. Such taxes will not be deductible or creditable by
shareholders. Tax conventions between certain countries and the United States
may reduce or eliminate such taxes.
Certain foreign currency gains or losses attributable to currency exchange
rate fluctuations are treated as ordinary income or loss. Such income or loss
may increase or decrease (or possibly eliminate) the Fund's income available for
distribution. If, under the rules governing the tax treatment of foreign
currency gains and losses, the Fund's income available for distribution is
decreased or eliminated, all or a portion of the dividends declared by the Fund
may be treated for federal income tax purposes as a return of capital or, in
some circumstances, as capital gains. Generally, a shareholder's tax basis in
Fund shares will be reduced to the extent that an amount distributed to such
shareholder is treated as a return of capital.
SALE OF SHARES
The sale of shares (including transfers in connection with a redemption or
repurchase of shares) may be a taxable transaction for federal income tax
purposes. Selling shareholders will generally recognize a gain or loss in an
amount equal to the difference between their adjusted tax basis in the shares
sold and the amount received. If the shares are held as a capital asset, the
gain or loss will be a capital gain or loss. For a summary of the maximum 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
As a consequence of the 2003 Tax Act, the maximum tax rate applicable to
net capital gains recognized by individuals and other non-corporate taxpayers
investing in the Fund is (i) the same as the maximum ordinary income tax rate
for capital assets held for one year or less or (ii) for net capital gains
recognized on or after May 6, 2003, 15% for capital assets held for more than
one year (20% for net capital gains recognized in
B-36
taxable years beginning after December 31, 2008). The maximum long-term capital
gains rate for corporations is 35%.
WITHHOLDING ON PAYMENTS TO NON-U.S. SHAREHOLDERS
For purposes of this and the following paragraphs, a "Non-U.S. Shareholder"
shall include any shareholder who is not:
- an individual who is a citizen or resident of the United States;
- a corporation or partnership created or organized under the laws of the
United States or any state or political subdivision thereof;
- an estate, the income of which is subject to U.S. federal income taxation
regardless of its source; or
- a trust that (i) is subject to the primary supervision of a U.S. court
and which has one or more U.S. fiduciaries who have the authority to
control all substantial decisions of the trust, or (ii) has a valid
election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.
A Non-U.S. Shareholder generally will be subject to withholding of U.S.
federal income tax at a 30% rate (or lower applicable treaty rate), rather than
backup withholding (discussed below), on dividends from the Fund (other than
capital gain dividends) that are not "effectively connected" with a U.S. trade
or business carried on by such shareholder, provided that the shareholder
furnishes to the Fund a properly completed Internal Revenue Service ("IRS") Form
W-8BEN certifying the shareholder's non-United States status.
Non-effectively connected capital gain dividends and gains realized from
the sale of shares will not be subject to U.S. federal income tax in the case of
(i) a Non-U.S. Shareholder that is a corporation and (ii) an individual Non-U.S.
Shareholder who is not present in the United States for more than 182 days
during the taxable year (assuming that certain other conditions are met).
However, certain Non-U.S. Shareholders may nonetheless be subject to backup
withholding and information reporting on capital gain dividends and redemption
proceeds paid to them upon the sale of their shares. See "Backup Withholding"
and "Information Reporting" below.
If income from the Fund or gains realized from the sale of shares are
effectively connected with a Non-U.S. Shareholder's U.S. trade or business, then
such amounts will not be subject to the 30% withholding described above, but
rather will be subject to U.S. federal income tax on a net basis at the tax
rates applicable to U.S. citizens and residents or domestic corporations. To
establish that income from the Fund or gains realized from the sale of shares
are effectively connected with a U.S. trade or business, a Non-U.S. Shareholder
must provide the Fund with a properly completed IRS Form W-8ECI certifying that
such amounts are effectively connected with the Non-U.S. Shareholder's U.S.
trade or business. Non-U.S. Shareholders that are corporations may also be
subject to an additional "branch profits tax" with respect to income from the
Fund that is effectively connected with a U.S. trade or business.
The tax consequences to a Non-U.S. Shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described in
this section. To claim tax treaty benefits Non-U.S. Shareholders will be
required to provide the Fund with a properly completed IRS Form W-8BEN
certifying their entitlement to the benefits. In addition, in certain cases
where payments are made to a Non-U.S. Shareholder that is a partnership or other
pass-through entity, both the entity and the persons holding an interest in the
entity will need to provide certification. For example, an individual Non-U.S.
Shareholder who holds shares in the Fund through a non-U.S. partnership must
provide an IRS Form W-8BEN to claim the benefits of an applicable tax treaty.
Non-U.S. Shareholders are advised to consult their advisers with respect to the
tax implications of purchasing, holding and disposing of shares of the Fund.
BACKUP WITHHOLDING
The Fund may be required to withhold federal income tax ("backup
withholding") at a rate of 28% from dividends and redemption proceeds paid to
non-corporate shareholders. This tax may be withheld from dividends paid to a
shareholder (other than a Non-U.S. Shareholder) if (i) the shareholder fails to
properly
B-37
furnish the Fund with its correct taxpayer identification number, (ii) the IRS
notifies the Fund that the shareholder has failed to properly report certain
interest and dividend income to the IRS and to respond to notices to that effect
or (iii) when required to do so, the shareholder fails to certify that the
taxpayer identification number provided is correct, that the shareholder is not
subject to backup withholding and that the shareholder is a U.S. person (as
defined for U.S. federal income tax purposes). Redemption proceeds may be
subject to backup withholding under the circumstances described in (i) above.
Generally, dividends paid to Non-U.S. Shareholders that are subject to the
30% federal income tax withholding described above under "Withholding on
Payments to Non-U.S. Shareholders" are not subject to backup withholding. To
avoid backup withholding on capital gain dividends and redemption proceeds from
the sale of shares, Non-U.S. Shareholders must provide a properly completed IRS
Form W-8BEN certifying their non-United States status.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from payments made to a shareholder may be refunded or
credited against such shareholder's U.S. federal income tax liability, if any,
provided that the required information is furnished to the IRS.
INFORMATION REPORTING
The Fund must report annually to the IRS and to each shareholder (other
than a Non-U.S. Shareholder) the amount of dividends, capital gain dividends or
redemption proceeds paid to such shareholder and the amount, if any, of tax
withheld pursuant to backup withholding rules with respect to such amounts. In
the case of a Non-U.S. Shareholder, the Fund must report to the IRS and such
shareholder the amount of dividends, capital gain dividends or redemption
proceeds paid that are subject to withholding (including backup withholding, if
any) and the amount of tax withheld with respect to such amounts. This
information may also be made available to the tax authorities in the Non-U.S.
Shareholder's country of residence.
GENERAL
The federal income tax discussion set forth above is for general
information only. Shareholders and prospective investors should consult their
advisers regarding the specific federal tax consequences of purchasing, holding
and disposing of shares of the Fund, as well as the effects of state, local and
foreign tax laws and any proposed tax law changes.
FUND PERFORMANCE
From time to time the Fund may advertise its total return for prior
periods. Any such advertisement would include at least average annual total
return quotations for one-year, five-year and ten-year periods (or life of the
Fund, if shorter). Other total return quotations, aggregate or average, over
other time periods may also be included.
The total return of the Fund for a particular period represents the
increase (or decrease) in the value of a hypothetical investment in the Fund
from the beginning to the end of the period. Total return is calculated by
subtracting the value of the initial investment from the ending value and
showing the difference as a percentage of the initial investment; the
calculation assumes the initial investment is made at the current maximum public
offering price (which includes the maximum sales charge for Class A Shares);
that all income dividends or capital gain dividends during the period are
reinvested in Fund shares at net asset value; and that any applicable contingent
deferred sales charge has been paid. The Fund's total return will vary depending
on market conditions, the securities comprising the Fund's portfolio, the Fund's
operating expenses and unrealized net capital gains or losses during the period.
Since Class A Shares of the Fund were offered at a maximum sales charge of 6.75%
prior to June 12, 1989, actual Fund total return would have been somewhat less
than that computed on the basis of the current maximum sales charge. Total
return is based on historical earnings and asset value fluctuations and is not
intended to indicate future performance. No adjustments are made to reflect any
income taxes payable by shareholders on dividends or capital gain dividends paid
by the Fund or to reflect that 12b-1 fees may have changed over time.
B-38
Average annual total return quotations are computed by finding the average
annual compounded rate of return over the period that would equate the initial
amount invested to the ending redeemable value.
The after-tax returns of the Fund may also be advertised or otherwise
reported. This is generally calculated in a manner similar to the computation of
average annual total returns discussed above, except that the calculation also
reflects the effect of taxes on returns.
The Fund may, in supplemental sales literature, advertise non-standardized
total return figures representing the cumulative, non-annualized total return of
each class of shares of the Fund from a given date to a subsequent given date.
Cumulative non-standardized total return is calculated by measuring the value of
an initial investment in a given class of shares of the Fund at a given time,
deducting the maximum initial sales charge, if any, determining the value of all
subsequent reinvested distributions, and dividing the net change in the value of
the investment as of the end of the period by the amount of the initial
investment and expressing the result as a percentage. Non-standardized total
return will be calculated separately for each class of shares.
Non-standardized total return calculations do not reflect the imposition of
a contingent deferred sales charge, and if any contingent deferred sales charge
imposed at the time of redemption were reflected, it would reduce the
performance quoted.
In addition to total return information, the Fund may also advertise its
current "yield." Yield figures are based on historical earnings and are not
intended to indicate future performance. Yield is determined by analyzing the
Fund's net income per share for a 30-day (or one-month) period (which period
will be stated in the advertisement), and dividing by the maximum offering price
per share on the last day of the period. A "bond equivalent" annualization
method is used to reflect a semiannual compounding.
For purposes of calculating yield quotations, net income is determined by a
standard formula prescribed by the SEC to facilitate comparison with yields
quoted by other investment companies. Net income computed for this formula
differs from net income reported by the Fund in accordance with generally
accepted accounting principles and from net income computed for federal income
tax reporting purposes. Thus the yield computed for a period may be greater or
less than the Fund's then current dividend rate.
The Fund's yield is not fixed and will fluctuate in response to prevailing
interest rates and the market value of portfolio securities, and as a function
of the type of securities owned by the Fund, portfolio maturity and the Fund's
expenses.
Yield quotations should be considered relative to changes in the net asset
value of the Fund's shares, the Fund's investment policies, and the risks of
investing in shares of the Fund. The investment return and principal value of an
investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.
Yield and total return are calculated separately for Class A Shares, Class
B Shares, Class C Shares and Class I Shares of the Fund. Total return figures
for Class A Shares include the maximum sales charge. Total return figures for
Class B Shares and Class C Shares include any applicable contingent deferred
sales charge. Because of the differences in sales charges and distribution fees,
the total returns for each class of shares will differ.
From time to time, the Fund may include in its sales literature and
shareholder reports a quotation of the current "distribution rate" for each
class of shares of the Fund. Distribution rate is a measure of the level of
income and short-term capital gain dividends, if any, distributed for a
specified period. Distribution rate differs from yield, which is a measure of
the income actually earned by the Fund's investments, and from total return
which is a measure of the income actually earned by the Fund's investments plus
the effect of any realized and unrealized appreciation or depreciation of such
investments during a stated period. Distribution rate is, therefore, not
intended to be a complete measure of the Fund's performance. Distribution rate
may sometimes be greater than yield since, for instance, it may not include the
effect of amortization of bond premiums, and may include non-recurring
short-term capital gains and premiums from futures transactions engaged in by
the Fund. Distribution rates will be computed separately for each class of the
Fund's shares.
B-39
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 sector holdings and largest holdings. Materials may also
mention how the Distributor believes the Fund compares relative to other Van
Kampen funds. 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 fund shares 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
performance of the funds purchased by the investors in the Dalbar study and the
conclusions based thereon are not necessarily indicative of future performance
of such funds or conclusions that may result from similar studies in the future.
The Fund may also be marketed on the internet.
In reports or other communications to shareholders or in advertising
material, the Fund may compare its performance with that of other mutual funds
as listed in the rankings or ratings prepared by Lipper Analytical Services,
Inc., CDA, Morningstar Mutual Funds or similar independent services which
monitor the performance of mutual funds with the Consumer Price Index, Salomon
Brothers Corporate Bond Index, Shearson Lehman Corporate Bond Index, Merrill
Lynch Corporate Master Index, Merrill Lynch Corporate and Government Index,
Bloomberg Financial Markets Indices, other appropriate indices of investment
securities, or with investment or savings vehicles. The performance information
may also include evaluations of the Fund published by nationally recognized
ranking or rating services and by nationally recognized financial publications.
Such comparative performance information will be stated in the same terms in
which the comparative data or indices are stated. Such advertisements and sales
material may also include a yield quotation as of a current period. In each
case, such total return and yield information, if any, will be calculated
pursuant to rules established by the SEC and will be computed separately for
each class of the Fund's shares. For these purposes, the performance of the
Fund, as well as the performance of other mutual funds or indices, do not
reflect sales charges, the inclusion of which would reduce the Fund's
performance. The Fund will include performance data for each class of shares of
the Fund in any advertisement or information including performance data of the
Fund.
The Fund may also utilize performance information in hypothetical
illustrations. For example, the Fund may, from time to time: (1) illustrate the
benefits of tax-deferral by comparing taxable investments to investments made
through tax-deferred retirement plans; (2) illustrate in graph or chart form, or
otherwise, the benefits of dollar cost averaging by comparing investments made
pursuant to a systematic investment plan to investments made in a rising market;
(3) illustrate allocations among different types of mutual funds for investors
at different stages of their lives; and (4) in reports or other communications
to shareholders or in advertising material, illustrate the benefits of
compounding at various assumed rates of return.
The Fund's Annual Report and Semiannual Report contain additional
performance information. A copy of the Annual Report or Semiannual Report may be
obtained without charge by calling or writing the Fund at the telephone number
and address printed on the cover of this Statement of Additional Information.
CLASS A SHARES
The Fund's average annual total return assuming payment of the maximum
sales charge, for Class A Shares of the Fund for (i) the one-year period ended
August 31, 2003 was 13.49%, (ii) the five-year period ended August 31, 2003 was
-1.29% and (iii) the ten-year period ended August 31, 2003 was 3.34%.
The Fund's cumulative non-standardized total return, including payment of
the maximum sales charge, with respect to the Class A Shares from October 2,
1978 (commencement of distribution of Class A Shares of the Fund) to August 31,
2003 was 441.21%.
The Fund's cumulative non-standardized total return, excluding payment of
the maximum sales charge, with respect to the Class A Shares from October 2,
1978 (commencement of distribution of Class A Shares of the Fund) to August 31,
2003 was 468.39%.
B-40
CLASS B SHARES
The Fund's average annual total return for Class B Shares listed below
reflects the conversion of such shares into Class A Shares. Class B Shares
purchased before June 1, 1996, including Class B Shares received from
reinvestment of distributions through the dividend reinvestment plan on such
shares, automatically convert to Class A Shares six years after the end of the
calendar month in which the shares were purchased. Class B Shares purchased on
or after June 1, 1996, including Class B Shares received from reinvestment of
distributions through the dividend reinvestment plan on such shares, convert to
Class A Shares eight years after the end of the calendar month in which the
shares were purchased.
The Fund's average annual total return, assuming payment of the contingent
deferred sales charge, for Class B Shares of the Fund for (i) the one-year
period ended August 31, 2003 was 14.27%, (ii) the five-year period ended August
31, 2003 was -1.21% and (iii) the ten-year period ended August 31, 2003 was
3.33%.
The Fund's cumulative non-standardized total return, including payment of
the contingent deferred sales charge, with respect to the Class B Shares from
July 2, 1992 (commencement of distribution of Class B Shares of the Fund) to
August 31, 2003 was 65.26%.
The Fund's cumulative non-standardized total return, excluding payment of
the contingent deferred sales charge, with respect to the Class B Shares from
July 2, 1992 (commencement of distribution of Class B Shares of the Fund) to
August 31, 2003 was 65.26%.
CLASS C SHARES
The Fund's average annual total return, assuming payment of the contingent
deferred sales charge, for Class C Shares of the Fund for (i) the one-year
period ended August 31, 2003 was 17.14%, (ii) the five-year period ended August
31, 2003 was -1.12% and (iii) ten-year period ended August 31, 2003 was 3.02%.
The Fund's cumulative non-standardized total return, including payment of
the contingent deferred sales charge, with respect to the Class C Shares from
July 6, 1993 (commencement of distribution of Class C Shares of the Fund) to
August 31, 2003 was 36.30%.
The Fund's cumulative non-standardized total return, excluding payment of
the contingent deferred sales charge, with respect to the Class C Shares from
July 6, 1993 (commencement of distribution of Class C Shares of the Fund) to
August 31, 2003 was 36.30%.
The annualized current yield for Class A Shares, Class B Shares and Class C
Shares of the Fund for the 30-day period ending August 31, 2003 was 7.40%, 6.96%
and 7.07%, respectively. The yield for Class A Shares, Class B Shares and Class
C Shares is not fixed and will fluctuate in response to prevailing interest
rates and the market value of portfolio securities, and as a function of the
type of securities owned by the Fund, portfolio maturity and the Fund's
expenses.
These results are based on historical earnings and asset value fluctuations
and are not intended to indicate future performance. Such information should be
considered in light of the Fund's investment objectives and policies as well as
the risks incurred in the Fund's investment practices.
CLASS I SHARES
As of the date of this Statement of Additional Information, Class I Shares
of the Fund were not offered.
OTHER INFORMATION
CUSTODY OF ASSETS
Except for segregated assets held by a futures commission merchant pursuant
to rules and regulations promulgated under the 1940 Act, all securities owned by
the Fund and all cash, including proceeds from the sale of shares of the Fund
and of securities in the Fund's investment portfolio, are held by State Street
Bank and Trust Company, 225 West Franklin Street, Boston, Massachusetts 02110,
as custodian. The custodian also provides accounting services to the Fund.
B-41
SHAREHOLDER REPORTS
Semiannual statements are furnished to shareholders, and annually such
statements are audited by the independent auditors.
INDEPENDENT AUDITORS
Independent auditors for the Fund perform an annual audit of the Fund's
financial statements. The Fund's Board of Trustees has engaged
to be the Fund's independent auditors.
LEGAL COUNSEL
Counsel to the Fund is Skadden, Arps, Slate, Meagher & Flom LLP.
FINANCIAL STATEMENTS
The audited financial statements of the Fund are incorporated herein by
reference to the Annual Report to shareholders for the Fund dated August 31,
2003. The Annual Report may be obtained by following the instructions on the
cover of this Statement of Additional Information. The Annual Report is included
as part of the Fund's filing on Form N-CSR as filed with the SEC on October 29,
2003, as amended and filed with the SEC on December 15, 2003 and may be reviewed
and copied at the SEC's Public Reference Room in Washington, DC or on the EDGAR
database on the SEC's internet site (http://www.sec.gov). Information on the
operation of the SEC's Public Reference Room may be obtained by calling the SEC
at 1-202-942-8090. You can also request copies of these materials, upon payment
of a duplicating fee, by electronic request at the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference section of the SEC,
Washington, DC 20549-0102.
B-42
APPENDIX A
MORGAN STANLEY INVESTMENT MANAGEMENT
PROXY VOTING POLICY AND PROCEDURES
I. POLICY STATEMENT
Introduction -- Morgan Stanley Investment Management's ("MSIM") policies
and procedures for voting proxies with respect to securities held in the
accounts of clients applies to those MSIM entities that provide discretionary
Investment Management services and for which a MSIM entity has the authority to
vote their proxies. The policies and procedures and general guidelines in this
section will be reviewed and, as necessary, updated periodically to address new
or revised proxy voting issues. The MSIM entities covered by these policies and
procedures currently include the following: Morgan Stanley Investment Advisors
Inc., Morgan Stanley Alternative Investment Partners, L.P., Morgan Stanley AIP
GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment
Group Inc., Morgan Stanley Investment Management Limited, Morgan Stanley
Investment Management Company, Morgan Stanley Asset & Investment Trust
Management Co., Limited, Morgan Stanley Investment Management Private Limited,
Morgan Stanley Investments LP, Morgan Stanley Hedge Fund Partners GP LP, Morgan
Stanley Hedge Fund Partners LP, Van Kampen Investment Advisory Corp., Van Kampen
Asset Management Inc., and Van Kampen Advisors Inc. (each a "MSIM Affiliate" and
collectively referred to as the "MSIM Affiliates").
Each MSIM Affiliate will vote proxies as part of its authority to manage,
acquire and dispose of account assets. With respect to the MSIM registered
management investment companies (Van Kampen, Institutional and Advisor
Funds)(collectively referred to as the "MSIM Funds"), each MSIM Fund will vote
proxies pursuant to authority granted under its applicable investment advisory
agreement or, in the absence of such authority, as authorized by its Board of
Directors or Trustees. A MSIM Affiliate will not vote proxies if the "named
fiduciary" for an ERISA account has reserved the authority for itself, or in the
case of an account not governed by ERISA, the Investment Management Agreement
does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in
a prudent and diligent manner, vote proxies in the best interests of clients,
including beneficiaries of and participants in a client's benefit plan(s) for
which we manage assets, consistent with the objective of maximizing long-term
investment returns ("Client Proxy Standard"). In certain situations, a client or
its fiduciary may provide a MSIM Affiliate with a statement of proxy voting
policy. In these situations, the MSIM Affiliate will comply with the client's
policy unless to do so would be inconsistent with applicable laws or regulations
or the MSIM Affiliate's fiduciary responsibility.
Proxy Research Services -- To assist the MSIM Affiliates in their
responsibility for voting proxies and the overall global proxy voting process,
Institutional Shareholder Services ("ISS") and the Investor Responsibility
Research Center ("IRRC") have been retained as experts in the proxy voting and
corporate governance area. ISS and IRRC are independent advisers that specialize
in providing a variety of fiduciary-level proxyrelated services to institutional
investment managers, plan sponsors, custodians, consultants, and other
institutional investors. The services provided to MSIM Affiliates include
in-depth research, global issuer analysis, and voting recommendations. In
addition to research, ISS provides vote execution, reporting, and recordkeeping.
MSIM's Proxy Review Committee (see Section IV.A. below) will carefully monitor
and supervise the services provided by the proxy research services.
Voting Proxies for certain Non-US Companies -- While the proxy voting
process is well established in the United States and other developed markets
with a number of tools and services available to assist an investment manager,
voting proxies of non-US companies located in certain jurisdictions,
particularly emerging markets, may involve a number of problems that may
restrict or prevent a MSIM Affiliate's ability to vote such proxies. These
problems include, but are not limited to: (i) proxy statements and ballots being
written in a language other than English; (ii) untimely and/or inadequate notice
of shareholder meetings; (iii) restrictions on the ability of holders outside
the issuer's jurisdiction of organization to exercise votes; (iv) requirements
to vote proxies in person, (v) the imposition of restrictions on the sale of the
securities for a period of time in proximity to the shareholder meeting; and
(vi) requirements to provide local agents with power of attorney to facilitate
the MSIM Affiliate's voting instructions. As a result, clients' non-U.S. proxies
B-43
will be voted on a best efforts basis only, consistent with the Client Proxy
Standard. ISS has been retained to provide assistance to the MSIM Affiliates in
connection with voting their clients' non-US proxies.
II. GENERAL PROXY VOTING GUIDELINES
To ensure consistency in voting proxies on behalf of its clients, MSIM
Affiliates will follow (subject to any exception set forth herein) these Proxy
Voting Policies and Procedures, including the guidelines set forth below. These
guidelines address a broad range of issues, including board size and
composition, executive compensation, antitakeover proposals, capital structure
proposals and social responsibility issues and are meant to be general voting
parameters on issues that arise most frequently. The MSIM Affiliates, however,
may vote in a manner that is contrary to the following general guidelines,
pursuant to the procedures set forth in Section IV. below, provided the vote is
consistent with the Client Proxy Standard.
III. GUIDELINES
A. MANAGEMENT PROPOSALS
1. When voting on routine ballot items the following proposals are
generally voted in support of management, subject to the review and
approval of the Proxy Review Committee, as appropriate.
- Selection or ratification of auditors.
- Approval of financial statements, director and auditor reports.
- Election of Directors.
- Limiting Directors' liability and broadening indemnification of
Directors.
- Requirement that a certain percentage (up to 66 2/3%) of its
Board's members be comprised of independent and unaffiliated
Directors.
- Requirement that members of the company's compensation, nominating
and audit committees be comprised of independent or unaffiliated
Directors.
- Recommendations to set retirement ages or require specific levels
of stock ownership by Directors.
- General updating/corrective amendments to the charter.
- Elimination of cumulative voting.
- Elimination of preemptive rights.
- Provisions for confidential voting and independent tabulation of
voting results.
- Proposals related to the conduct of the annual meeting except those
proposals that relate to the "transaction of such other business
which may come before the meeting."
2. The following non-routine proposals, which potentially may have a
substantive financial or best interest impact on a shareholder, are
generally voted in support of management, subject to the review and
approval of the Proxy Review Committee, as appropriate.
CAPITALIZATION CHANGES
- Capitalization changes that eliminate other classes of stock and
voting rights.
- Proposals to increase the authorization of existing classes of
common stock (or securities convertible into common stock) if: (i)
a clear and legitimate business purpose is stated; (ii) the number
of shares requested is reasonable in relation to the purpose for
which authorization is requested; and (iii) the authorization does
not exceed 100% of shares currently authorized and at least 30% of
the new authorization will be outstanding.
B-44
- Proposals to create a new class of preferred stock or for issuances
of preferred stock up to 50% of issued capital.
- Proposals for share repurchase plans.
- Proposals to reduce the number of authorized shares of common or
preferred stock, or to eliminate classes of preferred stock.
- Proposals to effect stock splits.
- Proposals to effect reverse stock splits if management
proportionately reduces the authorized share amount set forth in
the corporate charter. Reverse stock splits that do not adjust
proportionately to the authorized share amount will generally be
approved if the resulting increase in authorized shares coincides
with the proxy guidelines set forth above for common stock
increases.
COMPENSATION
- Director fees, provided the amounts are not excessive relative to
other companies in the country or industry.
- Employee stock purchase plans that permit discounts up to 15%, but
only for grants that are part of a broad based employee plan,
including all non-executive employees.
- Establishment of Employee Stock Option Plans and other employee
ownership plans.
ANTI-TAKEOVER MATTERS
- Modify or rescind existing supermajority vote requirements to amend
the charters or bylaws.
- Adoption of anti-greenmail provisions provided that the proposal:
(i) defines greenmail; (ii) prohibits buyback offers to large block
holders not made to all shareholders or not approved by
disinterested shareholders; and (iii) contains no anti-takeover
measures or other provisions restricting the rights of
shareholders.
3. The following non-routine proposals, which potentially may have a
substantive financial or best interest impact on the shareholder, are
generally voted against (notwithstanding management support), subject
to the review and approval of the Proxy Review Committee, as
appropriate.
- Capitalization changes that add classes of stock that which
substantially dilute the voting interests of existing shareholders.
- Proposals to increase the authorized number of shares of existing
classes of stock that carry preemptive rights or supervoting
rights.
- Creation of "blank check" preferred stock.
- Changes in capitalization by 100% or more.
- Compensation proposals that allow for discounted stock options that
have not been offered to employees in general.
- Amendments to bylaws that would require a supermajority shareholder
vote to pass or repeal certain provisions.
- Proposals to indemnify auditors.
B-45
4. The following types of non-routine proposals, which potentially may
have a potential financial or best interest impact on an issuer, are
voted as determined by the Proxy Review Committee.
CORPORATE TRANSACTIONS
- Mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations,
restructurings and recapitalizations) will be examined on a
case-by-case basis. In all cases, ISS and IRRC research and
analysis will be used along with MSIM Affiliates' research and
analysis, based on, among other things, MSIM internal
company-specific knowledge.
- Change-in-control provisions in non-salary compensation plans,
employment contracts, and severance agreements that benefit
management and would be costly to shareholders if triggered.
- Shareholders rights plans that allow appropriate offers to
shareholders to be blocked by the board or trigger provisions that
prevent legitimate offers from proceeding.
- Executive/Director stock option plans. Generally, stock option
plans should meet the following criteria:
(i) Whether the stock option plan is incentive based;
(ii) For mature companies, should be no more than 5% of the
issued capital at the time of approval;
(iii) For growth companies, should be no more than 10% of the
issued capital at the time of approval.
ANTI-TAKEOVER PROVISIONS
- Proposals requiring shareholder ratification of poison pills.
- Anti-takeover and related provisions that serve to prevent the
majority of shareholders from exercising their rights or
effectively deter the appropriate tender offers and other offers.
B. SHAREHOLDER PROPOSALS
1. The following shareholder proposals are generally supported, subject
to the review and approval of the Proxy Review Committee, as
appropriate:
- Requiring auditors to attend the annual meeting of shareholders.
- Requirement that members of the company's compensation, nominating
and audit committees be comprised of independent or unaffiliated
Directors.
- Requirement that a certain percentage of its Board's members be
comprised of independent and unaffiliated Directors.
- Confidential voting.
- Reduction or elimination of supermajority vote requirements.
2. The following shareholder proposals will be voted as determined by the
Proxy Review Committee.
- Proposals that limit tenure of directors.
- Proposals to limit golden parachutes.
- Proposals requiring directors to own large amounts of stock to be
eligible for election.
- Restoring cumulative voting in the election of directors.
- Proposals that request or require disclosure of executive
compensation in addition to the disclosure required by the
Securities and Exchange Commission ("SEC") regulations.
B-46
- Proposals that limit retirement benefits or executive compensation.
- Requiring shareholder approval for bylaw or charter amendments.
- Requiring shareholder approval for shareholder rights plan or
poison pill.
- Requiring shareholder approval of golden parachutes.
- Elimination of certain anti-takeover related provisions.
- Prohibit payment of greenmail.
3. The following shareholder proposals are generally not supported,
subject to the review and approval of the Committee, as appropriate.
- Requirements that the issuer prepare reports that are costly to
provide or that would require duplicative efforts or expenditures
that are of a non-business nature or would provide no pertinent
information from the perspective of institutional shareholders.
- Restrictions related to social, political or special interest
issues that impact the ability of the company to do business or be
competitive and that have a significant financial or best interest
impact to the shareholders.
- Proposals that require inappropriate endorsements or corporate
actions.
IV. ADMINISTRATION OF PROXY POLICIES AND PROCEDURES
A. PROXY REVIEW COMMITTEE
1. The MSIM Proxy Review Committee ("Committee") is responsible for
creating and implementing MSIM's Proxy Voting Policy and Procedures
and, in this regard, has expressly adopted them. Following are some of
the functions and responsibilities of the Committee.
(a) The Committee, which will consist of members designated by MSIM's
Chief Investment Officer, is responsible for establishing MSIM's
proxy voting policies and guidelines and determining how MSIM
will vote proxies on an ongoing basis.
(b) The Committee will periodically review and have the authority to
amend as necessary MSIM's proxy voting policies and guidelines
(as expressed in these Proxy Voting Policy and Procedures) and
establish and direct voting positions consistent with the Client
Proxy Standard.
(c) The Committee will meet at least monthly to (among other
matters): (1) address any outstanding issues relating to MSIM's
Proxy Voting Policy and Procedures; and (2) generally review
proposals at upcoming shareholder meetings of MSIM portfolio
companies in accordance with this Policy and Procedures
including, as appropriate, the voting results of prior
shareholder meetings of the same issuer where a similar proposal
was presented to shareholders. The Committee, or its designee,
will timely communicate to ISS MSIM's Proxy Voting Policy and
Procedures (and any amendments to them and/or any additional
guidelines or procedures it may adopt).
(d) The Committee will meet on an ad hoc basis to (among other
matters): (1) authorize "split voting" (i.e., allowing certain
shares of the same issuer that are the subject of the same proxy
solicitation and held by one or more MSIM portfolios to be voted
differently than other shares) and/or "override voting" (i.e.,
voting all MSIM portfolio shares in a manner contrary to the
Procedures); (2) review and approve upcoming votes, as
appropriate, for matters for which specific direction has been
provided in Sections I, II, and III above; and (3) determine how
to vote matters for which specific direction has not been
provided in Sections I, II and III above. Split votes will
generally not be approved within a single Global Investor Group
team. The Committee may take into account ISS recommendations and
the research provided by IRRC as well as any other relevant
information they may request or receive.
B-47
(e) In addition to the procedures discussed above, if the Committee
determines that an issue raises a potential material conflict of
interest, or gives rise to the appearance of a potential material
conflict of interest, the Committee will designate a special
committee to review, and recommend a course of action with
respect to, the conflict(s) in question ("Special Committee").
The Special Committee may request the assistance of the Law and
Compliance Departments and will have sole discretion to cast a
vote. In addition to the research provided by ISS and IRRC, the
Special Committee may request analysis from MSIM Affiliate
investment professionals and outside sources to the extent it
deems appropriate.
(f) The Committee and the Special Committee, or their designee(s),
will document in writing all of their decisions and actions,
which documentation will be maintained by the Committee and the
Special Committee, or their designee(s) for a period of at least
6 years. To the extent these decisions relate to a security held
by a MSIM U.S. registered investment company, the Committee and
Special Committee, or their designee(s), will report their
decisions to each applicable Board of Trustees/Directors of those
investment companies at each Board's next regularly Scheduled
Board meeting. The report will contain information concerning
decisions made by the Committee and Special Committee during the
most recently ended calendar quarter immediately preceding the
Board meeting.
(g) The Committee and Special Committee, or their designee(s), will
timely communicate to applicable PMs, the Compliance Departments
and, as necessary to ISS, decisions of the Committee and Special
Committee so that, among other things, ISS will vote proxies
consistent with their decisions.
B-48
PART C: OTHER INFORMATION
ITEM 23. EXHIBITS.
(a)(1) First Amended and Restated Agreement and Declaration of
Trust (36)
(2) Second Certificate of Amendment (41)
(3) Second Amended and Restated Certificate of Designation (41)
(4) Third Amended and Restated Certificate of Designation++
(b) Amended and Restated Bylaws (36)
(c)(1) Specimen Class A Shares Certificate (40)
(2) Specimen Class B Shares Certificate (40)
(3) Specimen Class C Shares Certificate (40)
(4) Specimen Class I Shares Certificate++
(d) Investment Advisory Agreement (40)
(e)(1) Distribution and Service Agreement (40)
(2) Form of Dealer Agreement (47)
(3) Form of Broker Fully Disclosed Selling Agreement (38)
(4) Form of Bank Fully Disclosed Selling Agreement (38)
(f)(1) Form of Trustee Deferred Compensation Plan (43)
(2) Form of the Trustee Retirement Plan (43)
(g)(1)(a) Custodian Contract (40)
(b) Amendment to Custodian Contract (46)
(2) Transfer Agency and Service Agreement (40)
(h)(1) Data Access Services Agreement (38)
(2)(a) Fund Accounting Agreement (40)
(b) Amendment to Fund Accounting Agreement (47)
(i)(1) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
LLP++
(2) Consent of Skadden, Arps, Slate, Meagher & Flom LLP+
(j) Consent of Independent Auditors++
(k) Not Applicable
(l) Not Applicable
(m)(1) Plan of Distribution pursuant to Rule 12b-1 (38)
(2) Form of Shareholder Assistance Agreement (38)
(3) Form of Administrative Services Agreement (38)
(4) Form of Shareholder Servicing Agreement (46)
(5) Amended and Restated Service Plan (46)
(n) Amended and Restated Multi-Class Plan++
(p)(1) Code of Ethics of the Investment Adviser and Distributor
(46)
(2) Code of Ethics of the Fund (44)
(q) Power of Attorney (47)
(z)(1) List of certain investment companies in response to Item
27(a)++
(2) List of officers and directors of Van Kampen Funds Inc. in
response to Item 27(b)++
-------------------------
(36) Incorporated herein by reference to Post-Effective Amendment No. 36 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 22, 1995.
(38) Incorporated herein by reference to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 26, 1996.
(40) Incorporated herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 24, 1997.
(41) Incorporated herein by reference to Post-Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
October 22, 1998.
(43) Incorporated herein by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 23, 1999.
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(44) Incorporated herein by reference to Post-Effective Amendment No. 44 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 22, 2000.
(46) Incorporated herein by reference to Post-Effective Amendment No. 46 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 20, 2002.
(47) Incorporated herein by reference to Post-Effective Amendment No. 46 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 19, 2003.
+ Filed herewith.
++ To be filed by further amendment.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
See the Statement of Additional Information.
ITEM 25. INDEMNIFICATION.
Pursuant to Del. Code Ann. Title 12 Section 3817, a Delaware statutory
trust may provide in its governing instrument for the indemnification of its
officers and trustees from and against any and all claims and demands
whatsoever.
Reference is made to Article 8, Section 8.4 of the Registrant's First
Amended and Restated Agreement and Declaration of Trust, as amended (the
"Agreement and Declaration of Trust"). Article 8; Section 8.4 of the First
Amended and Restated 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 officer or trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of their office.
Conditional advancing of indemnification monies may be made if the trustee
or officer undertakes to repay the advance unless it is ultimately determined
that he or she is entitled to the indemnification and only if the following
conditions are met: (1) the trustee or officer provides a security for the
undertaking; (2) the Registrant is insured against losses arising from lawful
advances; or (3) a majority of a quorum of the Registrant's disinterested,
non-party trustees, or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that a recipient of
the advance ultimately will be found entitled to indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of
C-2
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 1933 Act and will be governed by the
final adjudication of such issue.
Pursuant to Section 7 of the Distribution and Service Agreement, the
Registrant agrees to indemnify and hold harmless Van Kampen Funds Inc. (the
"Distributor") and each of its trustees and officers and each person if any, who
controls the Distributor within the meaning of Section 15 of the 1933 Act
against any loss, liability, claim damages or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, claim, damages,
or expense and reasonable counsel fees) arising by reason of any person
acquiring any shares, based upon the ground that the Registration Statement,
prospectus, shareholder reports or other information filed or made public by the
Registrant (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading under the 1933 Act, or
any other statute or the common law. The Registrant does not agree to indemnify
the Distributor or hold it harmless to the extent that the statement or omission
was made in reliance upon, and in conformity with, information furnished to the
Registrant by or on behalf of the Distributor. In no case is the indemnity of
the Registrant in favor of the Distributor or any person indemnified to be
deemed to protect the Distributor or any person against any liability to the
Fund or its security holders to which the Distributor or any person against any
liability to the Fund or its security holders to which the Distributor or such
person would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under the agreement.
Pursuant to the agreement by which Van Kampen Investor Services Inc.
("Investor Services") is appointed transfer agent of the Fund, the Registrant
agrees to indemnify and hold Investor Services harmless against any losses,
damages, costs, charges, payments, liabilities and expenses (including
reasonable counsel fees) arising out of or attributable to:
(1) the performance of Investor Services under the agreement provided that
Investor Services acted in good faith with due diligence and without negligence
or willful misconduct.
(2) reliance by Investor Services on, or reasonable use by, Investor
Services of information, records and documents which have been prepared on
behalf of, or have been furnished by, the Fund, or the carrying out by Investor
Services of any instructions or requests of the Fund.
(3) the offer or sale of the Fund's shares in violation of any federal or
state law or regulation or ruling by any federal agency unless such violation
results from any failure by Investor Services to comply with written
instructions from the Fund that such offers or sales were not permitted under
such law, rule or regulation.
(4) the refusal of the Fund to comply with terms of the agreement, or the
Fund's lack of good faith, negligence or willful misconduct or breach of any
representation or warranty made by the Fund under the agreement provided that if
the reason for such failure is attributable to any action of the Fund's
investment adviser or distributor or any person providing accounting or legal
services to the Fund, Investor Services only will be entitled to indemnification
if such entity is otherwise entitled to the indemnification from the Fund.
See also "Investment Advisory Agreement" in the Statement of Additional
Information.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See "Investment Advisory Services" in the Prospectus and "Trustees and
Officers" and "Investment Advisory Agreement" in the Statement of Additional
Information for information regarding the business of Van Kampen Asset
Management (the "Adviser"). For information as to the business, profession,
vocation and employment of a substantial nature of each of the directors and
officers of the Adviser, reference is made to the Adviser's current Form ADV
(File No. 801-1669) filed under the Investment Advisers Act of 1940, as amended,
incorporated herein by reference.
C-3
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) The sole principal underwriter is Van Kampen Funds Inc. (the "Distributor")
which acts as principal underwriter for certain investment companies and
unit investment trusts. See Exhibit (z)(1) incorporated herein.
(b) The Distributor, which is an affiliated person of the Registrant, is the
only principal underwriter for the Registrant. The name, principal business
address and position and office with the Distributor of its directors and
officers are disclosed in Exhibit (z)(2). Except as disclosed under the
heading "Trustees and Officers" in Part B of this Registration Statement or
Exhibit (z)(2), none of such persons has any position or office with
Registrant.
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents of the Registrant required by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder to be maintained (i) by the Registrant will be maintained
at its offices located at 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, or at Van Kampen Investor Services Inc., Harborside Financial
Center, Plaza 2, Jersey City, New Jersey 07303-0947, or at the State Street Bank
and Trust Company, 1776 Heritage Drive, North Quincy, Massachusetts 02171; (ii)
by the Adviser, will be maintained at its offices located at 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555; and (iii) by Van Kampen Funds Inc., the
principal underwriter, will be maintained at its offices located at 1 Parkview
Plaza, Oakbrook Terrace, Illinois 60181-5555.
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Not applicable.
C-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"1933 Act"), and the Investment Company Act of 1940, as amended, the Registrant,
VAN KAMPEN HIGH INCOME CORPORATE BOND FUND, 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 New York, and State of New York, on
the 28th day of June 28, 2004.
VAN KAMPEN HIGH INCOME CORPORATE
BOND FUND
By: /s/ STEFANIE CHANG YU
---------------------------------------
Stefanie Chang Yu, Secretary
Pursuant to the requirements of the 1933 Act, this Amendment to the
Registration Statement has been signed on June 28, 2004 by the following persons
in the capacities indicated:
SIGNATURES TITLES
---------- ------
Principal Executive Officer:
/s/ RONALD E. ROBISON* Executive Vice President and Principal
----------------------------------------------------- Executive Officer
RONALD E. ROBISON
Principal Financial Officer:
/s/ JOHN L. SULLIVAN* Vice President, Chief Financial Officer and
----------------------------------------------------- Treasurer
John L. Sullivan
Trustees:
/s/ DAVID C. ARCH* Trustee
-----------------------------------------------------
David C. Arch
/s/ J. MILES BRANAGAN* Trustee
-----------------------------------------------------
J. Miles Branagan
/s/ JERRY D. CHOATE* Trustee
-----------------------------------------------------
Jerry D. Choate
/s/ ROD DAMMEYER* Trustee
-----------------------------------------------------
Rod Dammeyer
/s/ LINDA HUTTON HEAGY* Trustee
-----------------------------------------------------
Linda Hutton Heagy
/s/ R. CRAIG KENNEDY* Trustee
-----------------------------------------------------
R. Craig Kennedy
/s/ HOWARD J KERR* Trustee
-----------------------------------------------------
Howard J Kerr
/s/ MITCHELL M. MERIN* Trustee and President
-----------------------------------------------------
Mitchell M. Merin
/s/ JACK E. NELSON* Trustee
-----------------------------------------------------
Jack E. Nelson
/s/ RICHARD F. POWERS, III* Trustee
-----------------------------------------------------
Richard F. Powers, III
/s/ HUGO F. SONNENSCHEIN* Trustee
-----------------------------------------------------
Hugo F. Sonnenschein
/s/ WAYNE W. WHALEN* Trustee
-----------------------------------------------------
Wayne W. Whalen
/s/ SUZANNE H. WOOLSEY* Trustee
-----------------------------------------------------
Suzanne H. Woolsey
------------
* Signed by Stefanie Chang Yu pursuant to a power of attorney filed herewith.
June 28, 2004
/s/ STEFANIE CHANG YU
-----------------------------------------------------
Stefanie Chang Yu
Attorney-in-Fact
SCHEDULE OF EXHIBITS TO POST-EFFECTIVE AMENDMENT NO. 48 TO FORM N-1A
(i)(2) Consent of Skadden, Arps, Slate, Meagher & Flom LLP