MUTUAL FUNDS

VanKampen
Equity and IncomeFund
This Prospectus is dated
April30, 2009
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
CLASS I SHARES
CLASS R SHARES
(VAN KAMPEN INVESTMENTS LOGO)


VanKampen Equity and Income Fund’s investment objective is to seek the highest possible income consistent with safety of principal. Long-term growth of capital is an important secondary investment objective. The Fund’s investment adviser seeks to achieve the Fund’s investment objectives by investing primarily in income-producing equity instruments and debt securities issued by a wide group of companies in many different industries.

Shares of the Fund have not been approved or disapproved by the Securities and Exchange Commission (SEC) and the SEC has not passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.


Table of Contents

Risk/Return Summary
3
Fees and Expenses of the Fund
7
Investment Objectives, Principal Investment Strategies and Risks
8
Investment Advisory Services
14
Purchase of Shares
16
Redemption of Shares
26
Distributions from the Fund
28
Shareholder Services
28
Frequent Purchases and Redemptions of Fund Shares
30
Federal Income Taxation
31
Disclosure of Portfolio Holdings
33
Financial Highlights
34
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 investment objective is to seek the highest possible income consistent with safety of principal. Long-term growth of capital is an important secondary investment objective.
Principal Investment Strategies
The Fund’s investment adviser seeks to achieve the Fund’s investment objectives by investing primarily in income-producing equity instruments (including common stocks, preferred stocks and convertible securities) and investment grade quality debt securities. Investment grade securities are securities rated BBB or higher by Standard& Poor’s (“S&P”) or Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or unrated securities determined by the Fund’s investment adviser to be of comparable quality. The composition of the Fund’s portfolio will vary over time based upon evaluations of economic conditions by the Fund’s investment adviser and its belief about which securities would best accomplish the Fund’s investment objectives. The Fund emphasizes a value style of investing, seeking well-established, undervalued companies that the Fund’s investment adviser believes offer the potential for income with safety of principal and long-term growth of capital. Portfolio securities are typically sold when the assessments of the Fund’s investment adviser of the income or growth potential of such securities materially change.
Under normal market conditions, the Fund invests at least 65% of its total assets in income-producing equity securities. The Fund may invest up to 25% of its total assets in securities of foreign issuers. The Fund may invest up to 15% of its total assets in real estate investment trusts (“REITs”). The Fund may purchase and sell certain derivative instruments, such as options, futures contracts and options on futures contracts, structured notes and other types of structured investments, and swaps (collectively, also referred to in this Prospectus as Strategic Transactions), 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.
Market risk.Market risk is the possibility that the market values of securities owned by the Fund will decline. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. A value style of investing emphasizes undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on value securities are less than returns on other styles of investing or the overall market. Investments in equity securities generally are affected by changes in the stock markets which fluctuate substantially over time, sometimes suddenly and sharply. During an overall stock market decline, stock prices of small- or medium-sized companies (in which the Fund may invest) often fluctuate more than stock prices of larger companies.
Investments in debt securities generally are affected by changes in interest rates and the creditworthiness of the issuer. The prices of such securities tend to fall as interest rates rise, and such declines tend to be greater among securities with longer maturities.
The prices of convertible securities are affected by changes similar to those of debt and equity securities. The value of a convertible security 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 security.
The financial markets in general are subject to volatility and may at times experience periods of extreme volatility and uncertainty, which may affect all investment securities, including equity securities, debt securities and derivative instruments. During such periods, debt securities of all credit qualities may become illiquid or difficult to sell at a time and a price that the Fund would like. The markets for other securities in which the Fund may invest may not function properly, which may affect the value of such securities and such securities may become illiquid. New or proposed laws may have an impact on the Fund’s investments and the Fund’s investment adviser is unable to predict what effect, if any, such legislation may have on the Fund.


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Income risk.The ability of the Fund’s equity securities to generate income generally depends on the earnings and the continuing declaration of dividends by the issuers of such securities. The interest income on debt securities generally is affected by prevailing interest rates, which can vary widely over the short- and long-term. If dividends are reduced or discontinued or interest rates drop, distributions to shareholders from the Fund may drop as well.
Call risk.If interest rates fall, it is possible that issuers of callable securities held by the Fund will call or prepay their securities before their maturity dates. In this event, the proceeds from the called securities would most 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 and termination of any conversion option on convertible securities.
Credit risk.Credit risk refers to an issuer’s ability to make timely payments of interest and principal. Because the Fund generally invests only in investment grade-quality debt securities, it is subject to a lower level of credit risk than a fund investing in lower-quality securities. Securities rated BBB by S&P or Baa by Moody’s are in the lowest of the four investment grades and are considered by the rating agencies to be medium-grade obligations, which possess speculative characteristics so that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than in the case of higher-rated securities.
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. The Fund may also invest in issuers in developing or emerging market countries, which are subject to greater risks than investments in securities of issuers in developed countries.
Risks of investing in real estate investment trusts (“REITs”).Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general. In addition, REITs depend upon specialized management skills, may not be diversified, may have less trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets. REITs must comply with certain requirements of the federal income tax law to maintain their federal income tax status. Investments in REITs may involve duplication of management fees and certain other expenses.
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 (collectively, also referred to in this Prospectus as Strategic Transactions) are examples of derivative instruments. Strategic Transactions 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 principal investment strategies, the Fund may be appropriate for investors who:
Seek a high level of income
Seek to grow their capital over the long-term
Can withstand volatility in the value of their shares of the Fund
Wish to add to their investment portfolio a fund that emphasizes a value style of investing and invests primarily in income-producing equity instruments and debt 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


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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 ClassA Shares over the ten calendar years prior to the date of this Prospectus. Sales loads are not reflected in this chart. If these sales loads had been included, the returns shown below would have been lower. Remember that past performance of the Fund is not indicative of its future performance.
(BAR GRAPH)
The Fund’s return for the three-month period ended March31, 2009 for ClassA Shares was –7.36%. As a result of market activity, current performance may vary from the figures shown.
The annual returns of the Fund’s ClassB Shares, ClassC Shares, ClassI Shares and ClassR Shares would have similar variability from year to year as shown in the preceding chart for ClassA Shares because all of the Fund’s shares are invested in the same portfolio of securities; however, the actual annual returns of ClassB Shares, ClassC Shares, ClassI Shares and ClassR Shares would be different than the annual returns shown for the Fund’s ClassA Shares because of differences in the expenses borne by each class of shares.
During the ten-year period shown in the bar chart, the highest quarterly return for ClassA Shares was 12.83% (for the quarter ended June30, 2003) and the lowest quarterly return for ClassA Shares was –12.90% (for the quarter ended December31, 2008).
Comparative Performance
As a basis for evaluating the Fund’s performance and risks, the table below shows how the Fund’s performance compares with two broad-based market indices that the Fund’s investment adviser believes are appropriate benchmarks for the Fund: Russell 1000® Value Index* and Barclays Capital U.S.Government/Credit Index**. The Fund’s performance figures include the maximum sales charges paid by investors. 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 ClassA 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 ClassB Shares, ClassC Shares, ClassI Shares and ClassR Shares will vary from the ClassA 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. Generally, 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 December31, 2008 (the most recently completed calendar year prior to the date of this Prospectus). Remember that past performance


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(before and after taxes) of the Fund is not indicative of its future performance.
Average Annual
Total Returns
Past
for the
10 Years
Periods Ended
Past
Past
or Since
December31, 2008 1 Year 5 Years Inception
VanKampen Equity and Income Fund— ClassA Shares
Return Before Taxes
–29.11% –0.14% 3.69%
Return After Taxes on Distributions
–29.56% –1.08% 2.21%
Return After Taxes on Distributions and Sale of Fund Shares
–18.53% –0.17% 2.63%
Russell 1000® Value Index* –36.85% –0.79% 1.36%
Barclays Capital U.S. Government/Credit Index** 5.70% 4.64% 5.64%
VanKampen Equity and Income Fund— ClassB Shares
Return Before Taxes
–28.42% 0.25% 3.66% ***
Russell 1000® Value Index* –36.85% –0.79% 1.36%
Barclays Capital U.S.Government/Credit Index** 5.70% 4.64% 5.64%
VanKampen Equity and Income Fund— ClassC Shares
Return Before Taxes
–26.06% 0.28% 3.53%
Russell 1000® Value Index* –36.85% –0.79% 1.36%
Barclays Capital U.S.Government/Credit Index** 5.70% 4.64% 5.64%
VanKampen Equity and Income Fund— ClassI Shares
Return Before Taxes
–24.60% N/A –1.11% (1)
Russell1000® Value Index* –36.85% N/A –4.63% (1)
Barclays Capital U.S.Government/Credit Index** 5.70% N/A 4.73% (1)
VanKampen Equity and Income Fund— ClassR Shares
Return Before Taxes
–24.89% 0.79% 4.51% (2)
Russell1000® Value Index* –36.85% –0.79% 4.50% (2)
Barclays Capital U.S.Government/Credit Index** 5.70% 4.64% 4.81% (2)
N/A – Not Applicable.
Return information is provided since: (1)12/22/04, (2)10/1/02.
* The Russell1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell1000® Index companies with lower price-to-book ratios and lower expected growth values. The Russell1000® Index is an index of approximately1,000 of the largest U.S.companies based on a combination of market capitalization and current index membership.
** The Lehman Brothers U.S. Government/Credit Index, which has been shown in the Fund’s previous prospectuses, changed its name to Barclays Capital U.S. Government/Credit Index as of November3, 2008. The Barclays Capital U.S. Government/Credit Index includes securities in the Government and Credit Indices. The Government Index consists of securities issued by the U.S.government and its agencies. The Credit Index consists of publicly issued U.S.corporate and foreign debentures and secured notes that meet specified maturity, liquidity and quality requirements.
*** The “Past 10Years” performance for ClassB Shares reflects the conversion of such shares into ClassA Shares eight years after the end of the calendar month in which the shares were purchased. See “Purchase of Shares.”


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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 A
Class B
Class C
Class I
Class R
Shares Shares Shares Shares Shares
Shareholder Fees
(fees paid directly from your investment)
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75% (1) None None None None
Maximum deferred sales charge (load) (as a percentage of the lesser of original purchase price or redemption proceeds) None (2) 5.00% (3) 1.00% (4) None None
Maximum sales charge (load) imposed on reinvested dividends None None None None None
Account Maintenance (Low Balance) Fee (for accounts under the Low Balance Amount)(5) $12/yr $12/yr $12/yr None 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 December31, 2008)
Management fees 0.35% 0.35% 0.35% 0.35% 0.35%
Distribution and/or service (12b-1) fees(6) 0.25% 1.00% (7) 1.00% (7) None 0.50% (7)
Other expenses 0.19% 0.19% 0.19% 0.19% 0.19%
Total annual fund operating expenses (as a percentage of net assets) 0.79% 1.54% 1.54% 0.54% 1.04%
(1) Reduced for purchases of $50,000 and over. See “Purchase of Shares— ClassA Shares.”
(2) Investments of $1million or more are not subject to any sales charge at the time of purchase, but a deferred sales charge of 1.00% may be imposed on certain redemptions made within eighteen months of purchase. See “Purchase of Shares— ClassA Shares.”
(3) The maximum deferred sales charge is 5.00% in the first year after purchase and declines thereafter as follows:
Year 1–5.00%
Year 2–4.00%
Year 3–3.00%
Year 4–2.50%
Year 5–1.50%
After–None
See “Purchase of Shares— ClassB Shares.”
(4) The maximum deferred sales charge is 1.00% in the first year after purchase and 0.00% thereafter. See “Purchase of Shares— ClassC Shares.”
(5) See “Purchase of Shares— How to Buy Shares” for a description of the fee, including exceptions.
(6) ClassA Shares are subject to a combined annual distribution and service fee of up to 0.25% of the average daily net assets attributable to such class of shares. ClassB Shares and ClassC Shares are each subject to a combined annual distribution and service fee of up to 1.00% of the average daily net assets attributable to such class of shares. ClassR Shares are subject to a combined annual distribution and service fee of up to 0.50% of the average daily net assets attributable to such class of shares. See “Purchase of Shares.”
(7) While ClassB Shares, ClassC Shares and ClassR Shares do not have any front-end sales charges, their higher ongoing annual expenses (due to higher 12b-1 and service fees) mean that over time you could end up paying more for these shares than if you were to pay front-end sales charges for ClassA Shares.


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The total annual fund operating expenses listed above are based on the average net assets of the Fund as of its fiscal year ended December31, 2008. To the extent that the Fund’s average net assets decrease over the Fund’s next fiscal year, such expenses can be expected to increase because certain fixed costs will be spread over a smaller amount of assets.
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 (except for the ten-year amounts for ClassB Shares which reflect the conversion of ClassB Shares to ClassA Shares eight years after the end of the calendar month in which the shares were purchased). 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
ClassA Shares
$ 651 $ 813 $ 989 $ 1,497
ClassB Shares
$ 657 $ 786 $ 989 $ 1,632 *
ClassC Shares
$ 257 $ 486 $ 839 $ 1,834
ClassI Shares
$ 55 $ 173 $ 302 $ 677
ClassR Shares
$ 106 $ 331 $ 574 $ 1,271
You would pay the following expenses if you did not redeem your shares:
One
Three
Five
Ten
Year Years Years Years
ClassA Shares
$ 651 $ 813 $ 989 $ 1,497
ClassB Shares
$ 157 $ 486 $ 839 $ 1,632 *
ClassC Shares
$ 157 $ 486 $ 839 $ 1,834
ClassI Shares
$ 55 $ 173 $ 302 $ 677
ClassR Shares
$ 106 $ 331 $ 574 $ 1,271
* Based on conversion to ClassA Shares eight years after the end of the calendar month in which the shares were purchased.
Investment Objectives,
Principal Investment
Strategies and Risks
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
Investment Objectives
The Fund operates under the following three fundamental investment policies which may not be changed without shareholder approval of a majority of the Fund’s outstanding voting securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)). There are risks inherent in all investments in securities; accordingly, there can be no assurance that the Fund will achieve its investment objectives.
(1) The Fund invests primarily in securities which provide the highest possible income as is consistent with safety of principal. To the extent possible, considering its primary investment objective, the Fund seeks long-term growth of capital as an important secondary objective.
(2) The Fund under normal conditions invests at least 65% of its total assets in income-producing equity investments, which may include without limitation dividend paying common or preferred stocks, interest paying convertible debentures or bonds, or zero coupon convertible securities (on which the Fund accrues income for tax and accounting purposes, but receives no cash).
(3) The Fund may invest in income-producing equity instruments (subject to number two above), debt securities and warrants or rights to acquire such securities, in such proportions as economic conditions indicate would best accomplish the Fund’s objectives. Although the Fund has not adopted any fundamental investment policies specifying the rating categories for investment in debt securities, it is the current operating policy of the Fund to invest in debt securities rated Baa or higher by Moody’s or rated BBB or higher by S&P or in unrated securities considered by the Fund’s investment adviser to be of comparable quality. It is also the operating policy of the Fund to invest not more than 10% of its total assets in debt securities rated Baa by Moody’s or BBB by S&P or in unrated securities considered by the Fund’s investment


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adviser to be of comparable quality. These operating policies do not apply to convertible securities which are selected primarily on the basis of their equity characteristics. Ratings at the time of purchase determine which securities may be acquired, and a subsequent reduction in ratings does not require the Fund to dispose of a security. Securities rated Baa by Moody’s or BBB by S&P are considered by the rating agencies to be medium grade obligations which possess speculative characteristics so that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than in the case of higher rated securities. Debt securities with longer maturities generally tend to produce higher yields and are subject to greater market price fluctuations as a result of changes in interest rates than debt securities with shorter maturities.
Principal Investment
Strategies and Risks
In selecting securities, the Fund’s investment adviser focuses on a security’s potential for income with safety of principal and long-term growth of capital. The Fund emphasizes a value style of investing and seeks income-producing securities which have attractive growth potential on an individual company basis. The Fund’s investment adviser generally seeks to identify companies that are undervalued and have identifiable factors that might lead to improved valuations. This catalyst could come from within the company in the form of new management, operational enhancements, restructuring or reorganization. It could also be an external factor, such as an improvement in industry conditions or a regulatory change. The Fund’s style presents the risk that the valuations never improve or that the returns on value securities are less than returns on other styles of investing or the overall market. The Fund may, however, invest in securities which do not pay dividends or interest. The Fund may invest in securities that have above average volatility of price movement including warrants or rights to acquire securities. Because prices of equity securities and debt securities fluctuate, the value of an investment in the Fund will vary based upon the Fund’s investment performance. In an effort to reduce the portfolio’s overall exposure to any individual security price decline, the Fund spreads its investments over many different companies in a variety of industries.
The Fund’s investment adviser focuses on larger size companies, although the Fund may invest in companies of any size including securities of small- and medium-sized companies. The securities of small- and medium-sized companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger companies or the market averages in general. Thus, to the extent the Fund invests in small- and medium-sized companies, it will be subject to greater risk than that assumed through investment in the securities of larger-sized companies.
The Fund may dispose of a security whenever, in the opinion of the Fund’s investment adviser, factors indicate it is desirable to do so. Such factors include changes in economic or market factors in general or with respect to a particular industry, changes in the market trends or other factors affecting an individual security, changes in the relative market performance or appreciation possibilities offered by individual securities and other circumstances affecting the desirability of a given investment.
Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity and income securities 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 in writing at least 60days prior to implementation of the change and shareholders should consider whether the Fund remains an appropriate investment in light of the changes.
The Fund invests primarily in income-producing equity securities, including common and preferred stocks and convertible securities, and the Fund also may invest in investment grade quality debt securities.
Common stocks.Common stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits of the corporation, if any, without preference over any other class of securities, including such entity’s debt securities, preferred stock and other senior equity securities. Common stock usually carries with it the right to vote and frequently an exclusive right to do so.


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Preferred stock.Preferred stock generally has a preference as to dividends and liquidation over an issuer’s common stock but ranks junior to debt securities in an issuer’s capital structure. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.
Convertible securities.A convertible security is a bond, debenture, note, preferred stock, right, 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 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 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 dividend changes or other changes in the underlying securities. The Fund may purchase convertible securities rated below investment grade (i.e., Ba or lower by Moody’s or BB or lower by S&P). Securities rated below investment grade are commonly known as junk bonds. Although the Fund selects these securities primarily on the basis of their equity characteristics, investors should be aware that convertible securities rated in these categories are considered high risk securities; the rating agencies consider them speculative with respect to the issuer’s continuing ability to make timely payments of interest and principal. Thus, to the extent that such convertible securities are acquired by the Fund, there is a greater risk as to the timely repayment of the principal of, and timely payment of interest or dividends on, such securities than in the case of higher-rated convertible securities.
Rights and warrants entitle the holder to buy equity securities at a specific price for a specific period of time. Rights typically have a substantially shorter term than do warrants. Rights and warrants may be considered more speculative and less liquid than certain other types of investments in that they do not entitle a holder to dividends or voting rights with respect to the underlying securities nor do they represent any rights in the assets of the issuing company. Rights and warrants may lack a secondary market.
Debt securities.The Fund also may invest in debt securities of various maturities. The Fund invests only in debt securities that are investment grade at the time of investment, and a subsequent reduction in rating does not require the Fund to dispose of a security. Securities rated BBB by S&P or Baa by Moody’s are in the lowest of the four investment grades and are considered by the rating agencies to be medium-grade obligations which possess speculative characteristics so that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than in the case of higher-rated securities. The market prices of debt securities generally fluctuate inversely with changes in interest rates so that the value of investments in such securities can be expected to decrease as interest rates rise and increase as interest rates fall and such changes may be greater among debt securities with longer maturities.
The Fund may invest in collateralized mortgage obligations (“CMOs”) and commercial mortgage-backed securities (“CMBS”). CMOs are debt obligations collateralized by mortgage loans or mortgage-related securities which generally are held under an indenture issued by financial institutions or other mortgage lenders or issued or guaranteed by agencies or instrumentalities of the U.S. government. CMBS are generally multi-class or pass-through securities issued by special purpose entities that represent an interest in a portfolio of mortgage loans backed by commercial properties. The yield and payment characteristics of mortgage-backed securities differ from traditional fixed income securities. Interest and principal payments are made regularly and frequently, usually monthly, over the life of the mortgage loans unlike traditional fixed income securities and principal may be prepaid at any time because the


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underlying mortgage loans generally may be prepaid at any time. Faster or slower prepayments than expected on underlying mortgage loans can dramatically alter the valuation and yield to maturity of a mortgage-backed security. The value of most mortgage-backed securities, like traditional fixed income securities, tends to vary inversely with changes in prevailing interest rates (i.e., as interest rates increase, the value of such securities decrease). Mortgage-backed securities, however, may benefit less than traditional fixed income securities from declining interest rates because prepayment of mortgages tends to accelerate during periods of declining interest rates. This means some of the Fund’s higher yielding securities may be converted to cash, and the Fund will be forced to accept lower interest rates when that cash is used to purchase new securities at prevailing interest rates. Alternatively, during periods of rising interest rates, mortgage-backed securities are often more susceptible to extension risk (i.e., rising interest rates could cause a borrower to prepay a mortgage loan more slowly than expected when the security was purchased by the Fund which may further reduce the market value of such security and lengthen the duration of such security) than traditional fixed income securities. If the collateral securing a CMO or any third party guarantees are insufficient to make payments, the Fund could sustain a loss. Certain of these securities may have variable or floating interest rates and others may be stripped (securities which provide only the principal or interest feature of the underlying security).
REITs.The Fund may invest up to 15% of its total assets in REITs. REITs pool investors’ funds for investment primarily in commercial real estate properties or real-estate related loans. REITs generally derive their income from rents on the underlying properties or interest on the underlying loans, and their value is impacted by changes in the value of the underlying property or changes in interest rates affecting the underlying loans owned by the REITs. REITs are more susceptible to risks associated with the ownership of real estate and the real estate industry in general. These risks can include fluctuations in the value of underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local economic conditions; decreases in market rates for rents; increases in competition, property taxes, capital expenditures, or operating expenses; and other economic, political or regulatory occurrences affecting the real estate industry. In addition, REITs depend upon specialized management skills, may not be diversified (which may increase the volatility of the REIT’s value), may have less trading volume and may be subject to more abrupt or erratic price movements than the overall securities market. REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the “Code”). REITs are subject to the risk of failing to qualify for tax-free pass-through of income under the Code. In addition, investments in REITs may involve duplication of management fees and certain other expenses, as the Fund indirectly bears its proportionate share of any expenses paid by REITs in which it invests.
Risks of Investing in
Securities of Foreign Issuers
The Fund may invest up to 25% of its total assets in securities of foreign issuers. Securities of foreign issuers may be denominated in U.S.dollars or in currencies other than U.S.dollars. 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 UnitedStates 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


11


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 returns and result in temporary periods 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.
In addition to the increased risks of investing in securities of foreign issuers, there are often increased transaction costs associated with investing in securities of foreign issuers, including the costs incurred in connection with converting currencies, higher foreign brokerage or dealer costs and higher settlement costs or custodial costs.
Since the Fund may invest in securities denominated or quoted in currencies other than the U.S. dollar, the Fund may 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.
The Fund may purchase and sell foreign currency on a spot (i.e., cash) basis in connection with the settlement of transactions in securities traded in such foreign currency. The Fund also may enter into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date (“forward contracts”). A foreign currency forward contract is a negotiated agreement between the contracting to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract.
The Fund may attempt to protect against adverse changes in the value of the U.S.dollar in relation to a foreign currency by entering into a forward contract for the purchase or sale of the amount of foreign currency invested or to be invested, or by buying or selling a foreign currency option or futures contract for such amount. Such strategies may be employed before the Fund purchases a foreign security traded in the currency which the Fund anticipates acquiring or between the date the foreign security is purchased or sold and the date on which payment therefore is made or received. Seeking to protect against a change in the value of a foreign currency in the foregoing manner does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts.
Strategic Transactions
The Fund may, but is not required to, use various investment strategies (referred to herein as “Strategic Transactions”) for a variety of purposes including hedging, risk management, portfolio management or to earn income. The Fund’s use of Strategic Transactions may involve the purchase and sale of derivative instruments such as options, forwards, futures, options on futures, swaps and other related instruments and techniques. Such derivatives may be based on a variety


12


of underlying instruments, including equity and debt securities, indexes, interest rates, currencies and other assets. Strategic Transactions often have risks similar to the securities underlying the Strategic Transactions and may have additional risks of the Strategic Transactions as described herein. The Fund’s use of Strategic Transactions may also include other instruments, strategies and techniques, including newly developed or permitted instruments, strategies and techniques, consistent with the Fund’s investment objectives and applicable regulatory requirements.
A futures contract is a standardized agreement between two parties to buy or sell a specific quantity of an underlying instrument at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Futures contracts are bilateral agreements, with both the purchaser and the seller equally obligated to complete the transaction. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. The Fund’s use of futures may not always be successful. The prices of futures can be highly volatile, using them could lower total return, and the potential loss from futures can exceed the Fund’s initial investment in such contracts.
A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indexes, reference rates, currencies or other instruments. Most swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Fund’s obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. Swap agreements are not entered into or traded on exchanges and there is no central clearing or guaranty function for swaps. Therefore, swaps are subject to credit risk or the risk of default or non-performance by the counterparty. Swaps could result in losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by the Fund or if the reference index, security or investments do not perform as expected.
The Fund also may invest a portion of its assets in structured notes and other types of structured investments (referred to collectively as “structured products”). A structured note is a derivative security for which the amount of principal repayment and/or interest payments is based on the movement of one or more “factors.” These factors include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate or LIBOR), referenced bonds and stock indices. Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Changes in interest rates and movement of the factor may cause significant price fluctuations and changes in the reference factor may cause the interest rate on the structured note to be reduced to zero and any further changes in the reference factor may then reduce the principal amount payable on maturity. Structured notes may be less liquid than other types of securities and more volatile than the reference factor underlying the note.
Generally, structured investments are interests in entities organized and operated for the purpose of restructuring the investment characteristics of underlying investment interests or securities. These investment entities may be structured as trusts or other types of pooled investment vehicles. Holders of structured investments bear risks of the underlying investment and are subject to counterparty risk. While certain structured investment vehicles enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured investment vehicles generally pay their share of the investment vehicle’s administrative and other expenses. Certain structured products may be thinly traded or have a limited trading market and may have the effect of increasing the Fund’s illiquidity to the extent that the Fund, at a particular point in time, may be unable to find qualified buyers for these securities.
The use of Strategic Transactions involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Strategic Transactions may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other


13


portfolio investments. The Fund complies with applicable regulatory requirements when implementing Strategic Transactions, including the segregation of cash and/or liquid securities on the books of the Fund’s custodian, as mandated by SEC rules or SEC staff positions. A more complete discussion of Strategic Transactions and their risks is included in the Fund’s Statement of Additional Information. Although the Adviser seeks to use Strategic Transactions to further the Fund’s investment objective, no assurance can be given that the use of Strategic Transactions will achieve this result.
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 considered loans by the Fund and are subject to the risk of default by the other party. The Fund will only enter into such agreements with parties deemed to be creditworthy by the Fund’s investment adviser under guidelines approved by the Fund’s Board of Trustees.
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, when the Fund’s investment adviser believes the potential for income or capital growth has lessened, 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 and 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 repurchase agreements. Under normal market conditions, the potential for income and capital growth on these securities will tend to be lower than the potential for income and capital growth on other securities that may be owned by the Fund. In taking such a defensive position, the Fund would temporarily not be pursuing its principal investment strategies and may not achieve its investment objectives.
Investment
Advisory Services
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
The adviser.VanKampen Asset Management is the Fund’s investment adviser (the “Adviser”). The Adviser is a wholly owned subsidiary of VanKampen Investments Inc. (“VanKampen Investments”). VanKampen Investments is a diversified asset management company that services more than three million retail investor accounts, has extensive capabilities for managing institutional portfolios and has more than $78billion under management or supervision as of March31, 2009. VanKampen Funds Inc., the distributor of the Fund (the “Distributor”), is also a wholly owned subsidiary of VanKampen Investments. VanKampen Investments is an indirect wholly owned subsidiary of Morgan Stanley, a preeminent global financial services firm that provides a wide range of investment banking, securities, investment management and wealth management services. The Adviser’s principal office is located at 522Fifth Avenue, NewYork, NewYork10036.
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


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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 $150million 0.50%
Next $100million 0.45%
Next $100million 0.40%
Over $350million 0.35%
Applying this fee schedule, the Fund’s effective advisory fee rate was 0.35% of the Fund’s average daily net assets for the Fund’s fiscal year ended December31, 2008. 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 registered public accounting firm 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 VanKampen Investments) and all other ordinary business expenses not specifically assumed by the Adviser.
Both the 1940 Act and the terms of the Fund’s Advisory Agreement require that any investment advisory agreement between the Fund and its investment adviser be approved annually both by a majority of the Board of Trustees and by a majority of the independent trustees voting separately. On May8, 2008, the Board of Trustees, and the independent trustees voting separately, last determined that the terms of the Advisory Agreement are fair and reasonable and approved the continuance of the Advisory Agreement as being in the best interests of the Fund and its shareholders; and a discussion regarding the basis for the Board of Trustees’ approval of such Advisory Agreement was included in the Fund’s Semiannual Report issued after such determination (for the semiannual period ended June30, 2008 which was made available in August 2008). It is anticipated that the Board of Trustees will reconsider the Advisory Agreement in May 2009 and a discussion regarding such Advisory Agreement will be prepared for the Fund’s next Semiannual Report issued after such reconsideration (for the semiannual period ended June30, 2009 which should be available in August 2009).
Portfolio management.The Fund is managed by members of the Adviser’s Equity Income and Taxable Fixed Income teams. The Equity Income and Taxable Fixed Income teams consist of portfolio managers and analysts. Current members of the teams jointly and primarily responsible for the day-to-day management of the Fund’s portfolio are ThomasB. Bastian, Mary Jayne Maly and Sanjay Verma, each a Managing Director of the Adviser, and JamesO. Roeder, MarkJ. Laskin and Sergio Marcheli, each an Executive Director of the Adviser.
Mr.Bastian has been associated with the Adviser in an investment management capacity since 2003 and began managing the Fund in 2003. Ms.Maly has been associated with the Adviser in an investment management capacity since 1992 and began managing the Fund in July 2008. Mr.Verma has been associated with the Adviser in an investment management capacity since April 2008 and began managing the Fund in December 2008. Prior to April 2008, Mr. Verma was the co-head of Rates Trading for Morgan Stanley from 2003 to 2008. Mr.Roeder has been associated with the Adviser in an investment management capacity since 1999 and began managing the Fund in 1999. Mr.Laskin has been associated with the Adviser in an investment management capacity since 2000 and began managing the Fund in January 2007. Mr.Marcheli has been associated with the Adviser in an investment management capacity since 2002 and began managing the Fund in 2003.
Mr.Bastian is the lead portfolio manager of the Fund. Messrs.Roeder, Laskin and Ms.Maly assist Mr.Bastian in the management of the equity holdings of the Fund. Mr.Verma is responsible for the management of the fixed income holdings of the Fund. Mr.Marcheli manages the cash position in the Fund, submits trades and aids in providing research. Mr.Bastian is responsible for the execution of the overall strategy of the Fund.
The Fund’s Statement of Additional Information provides additional information about the portfolio


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managers’ compensation structure, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.
The composition of the team may change from time to time.
Purchase of Shares
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
General
This Prospectus offers five classes of shares of the Fund, designated as ClassA Shares, ClassB Shares, ClassC Shares, ClassI Shares and ClassR Shares. By offering multiple classes of shares, the Fund permits each investor to choose the class of shares that is most beneficial given the type of investor, the amount to be invested and the length of time the investor expects to hold the shares. ClassA Shares, ClassB Shares and ClassC Shares are generally available for purchase by investors through authorized dealers and ClassI Shares and ClassR Shares are generally available for purchase by institutional investors, retirement accounts or high net worth individuals. Please see the information below for more information about each share class, including eligibility requirements for purchase.
You should discuss with your authorized dealer which share class is most appropriate for you. As described more fully below, each class of shares offers a distinct structure of sales charges, distribution and service fees and other features (for example, the reduced or eliminated sales charges available for purchases of ClassA Shares over $50,000 of the Fund or your cumulative ownership of Participating Funds) that are designed to address a variety of needs.
Each class of shares of the Fund represents an interest in the same portfolio of investments of the Fund and has the same rights except that (i)ClassA Shares generally bear sales charge expenses at the time of purchase while ClassB Shares and ClassC Shares generally bear sales charge expenses at the time of redemption and any expenses (including higher distribution fees and transfer agency costs) resulting from such deferred sales charge arrangement; ClassI Shares and ClassR Shares are not subject to a sales charge at the time of purchase or redemption, (ii)each class of shares has exclusive voting rights with respect to approvals of the Rule12b-1 distribution plan and the service plan, as applicable, (each as described below) under which the class’s distribution fee and/or service fee is paid, (iii)each class of shares has different exchange privileges, (iv)certain classes of shares are subject to a conversion feature and (v)certain classes of shares have different shareholder service options available.
Pricing Fund Shares
The offering price of the Fund’s shares is based upon the Fund’s net asset value per share (plus sales charges, where applicable). Differences in net asset values per share of each class of the Fund’s shares are generally expected to be due to the daily expense accruals of the specified distribution and service fees and transfer agency costs applicable to such class of shares and the differential in the dividends that may be paid on each class of shares.
The net asset value per share for each class of shares of the Fund is determined once daily as of the close of trading on the NewYork Stock Exchange (the “Exchange”) (generally 4:00p.m., Eastern 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 each class is determined by dividing the value of the Fund’s portfolio securities, cash and other assets (including accrued interest) attributable to such class, less all liabilities (including accrued expenses) attributable to such class, by the total number of shares of the class outstanding.
Such computation is made by using prices as of the close of trading on the Exchange and valuing portfolio securities (i)for which market quotations are readily available at such market quotations (for example, using the last reported sale price for securities listed on a securities exchange or using the mean between the last reported bid and asked prices on unlisted securities) and (ii)for which market quotations are not readily available and any other assets at their fair value as determined in good faith in accordance with


16


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 60days or less are valued at amortized cost, which approximates market value. See the financial statements and notes thereto in the Fund’s Annual Report.
Trading in securities on many foreign securities exchanges and over-the-counter markets is normally completed before the close of business on each U.S. business day. In addition, securities trading in a particular country or countries may not take place on all U.S. business days or may take place on days which are not U.S. business days. Changes in valuations on certain securities may occur at times or on days on which the Fund’s net asset value is not calculated and on which the Fund does not effect sales, redemptions and exchanges of its shares. The Fund calculates net asset value per share, and therefore effects sales, redemptions and exchanges of its shares, as of the close of trading on the Exchange each day the Exchange is open for trading.
If events occur between the time when a security’s price was last determined on a securities exchange or market and the time when the Fund’s net asset value is calculated that the Adviser deems materially affect the price of such portfolio security (for example, (i)movements in certain U.S.securities indices which demonstrate strong correlation to movements in certain foreign securities markets, (ii)a foreign securities market closes because of a natural disaster or some other reason, (iii)a halt in trading of the securities of an issuer on an exchange during the trading day or (iv)a significant event affecting an issuer occurs), such securities may be valued at their fair value as determined in good faith in accordance with procedures established by the Fund’s Board of Trustees, an effect of which may be to foreclose opportunities available to short term traders. For purposes of calculating net asset value per share, all assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars at the mean of the bid price and asked price of such currencies against the U.S. dollar as quoted by a major bank.
Distribution Plan and Service Plan
The Fund has adopted a distribution plan (the “Distribution Plan”) with respect to each of its ClassA Shares, ClassB Shares, ClassC Shares and ClassR Shares pursuant to Rule12b-1 under the 1940 Act. The Fund also has adopted a service plan (the “Service Plan”) with respect to each of its ClassA Shares, ClassB Shares, ClassC Shares and ClassR Shares. Under the Distribution Plan and the Service Plan, the Fund pays distribution fees in connection with the sale and distribution of its shares and service fees in connection with the provision of ongoing services to shareholders of each such class and the maintenance of shareholder accounts.
The amount of distribution fees and service fees varies among the classes offered by the Fund. Because these fees are paid out of the Fund’s assets on an ongoing basis, these fees will increase the cost of your investment in the Fund. By purchasing a class of shares subject to higher distribution fees and service fees, you may pay more over time than on a class of shares with other types of sales charge arrangements. Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted by the rules of the Financial Industry Regulatory Authority (“FINRA”). The net income attributable to a class of shares will be reduced by the amount of the distribution fees and service fees and other expenses of the Fund associated with that class of shares.
To assist investors in comparing classes of shares, the tables under the Prospectus heading “Fees and Expenses of the Fund” provide a summary of sales charges and expenses and an example of the sales charges and expenses of the Fund applicable to each class of shares offered herein.
How to Buy Shares
The shares are offered on a continuous basis through the Distributor as principal underwriter, which is located at 522Fifth Avenue, NewYork, NewYork10036. Shares may be purchased through members of FINRA who are acting as securities dealers (“dealers”) and FINRA members or eligible non-FINRA members who are acting as brokers or agents for investors (“brokers”). Dealers and brokers are sometimes referred to herein as authorized dealers.
ClassA Shares, ClassB Shares and ClassC Shares may be purchased on any business day by completing the account application form and forwarding it, directly or through an authorized dealer, administrator, custodian,


17


trustee, record keeper or financial adviser, to the Fund’s shareholder service agent, VanKampen Investor Services Inc. (“Investor Services”), a wholly owned subsidiary of VanKampen Investments. When purchasing shares of the Fund, investors must specify whether the purchase is for ClassA Shares, ClassB Shares or ClassC Shares by selecting the correct Fund number on the account application form. Sales personnel of authorized dealers distributing the Fund’s shares are entitled to receive compensation for selling such shares and may receive differing compensation for selling ClassA Shares, ClassB Shares or ClassC Shares.
ClassI Shares and ClassR Shares may be purchased on any business day through an authorized dealer, administrator, custodian, trustee, record keeper or financial adviser, who will submit orders to the Fund’s shareholder service agent, Investor Services.
The Adviser and/or the Distributor may pay compensation (out of their own funds and not as an expense of the Fund) to certain affiliated or unaffiliated authorized dealers in connection with the sale or retention of Fund shares and/or shareholder servicing. Such compensation may be significant in amount and the prospect of receiving, or the receipt of, such compensation may provide both affiliated and unaffiliated entities, and their representatives or employees, with an incentive to favor sales of shares of the Fund over other investment options. Any such payments will not change the net asset value or the price of the Fund’s shares. For more information, please see the Fund’s Statement of Additional Information and/or contact your authorized dealer.
The offering price for shares is based upon the next determined net asset value per share (plus sales charges, where applicable) after an order is received timely by Investor Services, either directly or from authorized dealers, administrators, financial advisers, custodians, trustees or record keepers. Purchases completed through an authorized dealer, administrator, custodian, trustee, record keeper or financial adviser may involve additional fees charged by such person. Orders received by Investor Services prior to the close of the Exchange, and orders received by authorized dealers, administrators, custodians, trustees, record keepers or financial advisers 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 close of the Exchange, and orders received by authorized dealers, administrators, custodians, trustees, record keepers or financial advisers after the close of the Exchange or orders received by such persons 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, administrators, custodians, trustees, record keepers or financial advisers 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 reject or limit any order to purchase Fund shares through exchange or otherwise and to close any shareholder account when they believe it is in the best interests of the Fund. Certain patterns of past exchanges and/or purchase or sale transactions involving the Fund or other Participating Funds (as defined below) may result in the Fund rejecting or limiting, in the Fund’s or the Distributor’s discretion, additional purchases and/or exchanges or in an account being closed. Determinations in this regard may be made based on the frequency or dollar amount of the previous exchanges or purchase or sale transactions. The Fund also reserves the right to suspend the sale of the Fund’s shares to investors in response to conditions in the securities markets or for other reasons. As used herein, “Participating Funds” refers to VanKampen investment companies advised by the Adviser and distributed by the Distributor as determined from time to time by the Fund’s Board of Trustees.
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 in ClassA Shares, ClassB Shares and ClassC Shares of the Fund wishing to receive cash instead of additional shares should contact the Fund by visiting our web site at www.vankampen.com, by writing to the Fund, c/oVanKampen Investor Services Inc., POBox219286, Kansas City, Missouri64121-9286, or by telephone at(800)847-2424. Investors in ClassI Shares and ClassR Shares of the Fund wishing to receive cash instead of additional shares should contact their authorized dealer, administrator or financial adviser.


18


Except as described below, the minimum initial investment amount when establishing a new account with the Fund is $1,000 for ClassA Shares, ClassB Shares and ClassC Shares for regular accounts; $500 for ClassA Shares, ClassB Shares and ClassC Shares for retirement accounts; and $50 for ClassA Shares, ClassB Shares and ClassC Shares for accounts participating in a systematic investment program established directly with the Fund. The minimum subsequent investment is $50 for ClassA Shares, ClassB Shares and ClassC Shares and all account types, except as described below. The Fund may, in its discretion and with appropriate advance notice, redeem any ClassA Shares, ClassB Shares and ClassC Shares shareholder account (other than an account participating in the systematic investment program) that has a balance of less than $500. Shareholders will receive written notice at least 60 days in advance of any involuntary redemption and will be given the opportunity to purchase (subject to any applicable sales charges) the number of additional shares needed to bring the account value to$500.
The minimum initial and subsequent investment requirements are not applicable to (i)certain omnibus accounts at financial intermediaries, (ii)employer sponsored retirement plan accounts or pre-approved asset allocation plan accounts, (iii)qualified state tuition plan (529plan) accounts, (iv)accounts receiving payments through government allotments and (v) investments in ClassI Shares and ClassR Shares, provided the other eligibility requirements are otherwise met. In addition, the minimum initial and subsequent investment requirements are not applicable to transactions conducted in any type of account resulting from (i)dividend reinvestment and dividend diversification, (ii)systematic exchange plans, (iii)conversions of ClassB Shares to ClassA Shares, and (iv)transfers between certain types of accounts, transfers from other custodians and/or transfers of ownership.
A low balance fee of $12 per year will be deducted in the fourth quarter of each year from all ClassA Shares, ClassB Shares and ClassC Shares shareholder accounts with a value less than the low balance amount (the “Low Balance Amount”) as determined from time to time by the Fund and the Adviser. The Fund and the Adviser generally expect the Low Balance Amount to be $750, but such amount may be adjusted for any year depending on market conditions. The Low Balance Amount and the date on which it will be deducted from any shareholder account will be posted on our web site, www.vankampen.com, on or about November1 of each year. This fee will be payable to the transfer agent and will be used by the transfer agent to offset amounts that would otherwise be payable by the Fund to the transfer agent under the transfer agency agreement. The low balance fee is not applicable to (i)certain omnibus accounts at financial intermediaries, (ii)fund of funds accounts, (iii)qualified state tuition plan (529plan) accounts, (iv)accounts participating in a systematic investment plan established directly with the Fund that have been in existence for less than 12months, (v)accounts receiving regular periodic employee salary deferral deposits established through the transfer agent that have been in existence for less than 12months, (vi)accounts currently receiving assets under a systematic exchange plan, (vii)accounts falling below the Low Balance Amount due to automatic conversions of ClassB Shares into ClassA Shares, (viii)certain accounts established through a broker for which the transfer agent does not have discretion to initiate transactions and (ix)investments in ClassI Shares and ClassR Shares, provided the other eligibility requirements are otherwise met.
To help the government fight the funding of terrorism and money laundering activities, the Fund has implemented an anti-money laundering compliance program and has designated an anti-money laundering compliance officer. As part of the program, 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 any other action required by law.


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ClassA Shares
ClassA Shares of the Fund are sold at the offering price, which is net asset value plus an initial maximum sales charge of up to 5.75% (or 6.10% of the net amount invested), reduced on investments of $50,000 or more as follows:
ClassA Shares
Sales Charge Schedule
*
As % of
As % of
Size of
Offering
Net Amount
Investment Price Invested
Less than $50,000 5.75% 6.10%
$50,000 but less than $100,000 4.75% 4.99%
$100,000 but less than $250,000 3.75% 3.90%
$250,000 but less than $500,000 2.75% 2.83%
$500,000 but less than $1,000,000 2.00% 2.04%
$1,000,000 or more ** **
* The actual sales charge that may be paid by an investor may differ slightly from the sales charge shown above due to rounding that occurs in the calculation of the offering price and in the number of shares purchased.
** No sales charge is payable at the time of purchase on investments in ClassA Shares of $1million or more, although such ClassA Shares purchased without a sales charge may be subject to a contingent deferred sales charge of 1.00% on certain redemptions made within eighteen months of purchase. The contingent deferred sales charge is assessed on an amount equal to the lesser of the then current market value of the shares or the historical cost of the shares (which is the amount actually paid for the shares at the time of original purchase) being redeemed. Accordingly, no sales charge is imposed on increases in net asset value above the initial purchase price. Shareholders should retain any records necessary to substantiate the historical cost of their shares, as the Fund and authorized dealers may not retain this information.
No sales charge is imposed on ClassA Shares received from reinvestment of dividends or capital gain dividends.
Under the Distribution Plan and the Service Plan, the Fund may spend up to a total of 0.25% per year of the Fund’s average daily net assets with respect to ClassA Shares of the Fund. The rates in this paragraph are 0.15% per year of the Fund’s average daily net assets attributable to ClassA Shares with respect to accounts existing before July3, 1990.
Conversion feature. ClassA Shares purchased by accounts participating in certain wrap fee programs may be converted into ClassI Shares of the Fund under certain circumstances, including such wrap fee program’s eligibility to purchase ClassI Shares of the Fund. Such conversion will be on the basis of the relative net asset values per share, without the imposition of any sales load, fee or othercharge.
ClassA Shares
Quantity Discounts
Investors purchasing ClassA Shares may, under certain circumstances described below, be entitled to pay reduced or no sales charges. A person eligible for a reduced sales charge includes an individual, his or her spouse or equivalent, children under 21years of age and any corporation, partnership or sole proprietorship which is 100% owned, either alone or in combination, by any of the foregoing; a trustee or other fiduciary purchasing for a single trust or for a single fiduciary account, or a “company” as defined in Section2(a)(8) of the 1940 Act.
Investors must notify the Fund or their authorized dealer at the time of the purchase order whenever a quantity discount is applicable to purchases and may be required to provide the Fund, or their authorized dealer, with certain information or records to verify eligibility for a quantity discount. Such information or records may include account statements or other records for shares of the Fund or other Participating Funds in all accounts (e.g., retirement accounts) of the investor and other eligible persons, as described above, which may include accounts held at the Fund or at other authorized dealers. Upon such notification, an investor will pay the lowest applicable sales charge. Shareholders should retain any records necessary to substantiate the purchase price of the shares, as the Fund and authorized dealers may not retain this information.
Quantity discounts may be modified or terminated at any time. For more information about quantity discounts, investors should contact the Fund, their authorized dealer or the Distributor.
Volume discounts.The size of investment shown in the ClassA Shares sales charge table applies to the total dollar amount being invested by any person in shares of the Fund, or in any combination of shares of


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the Fund and shares of other Participating Funds, although other Participating Funds may have different sales charges.
Cumulative purchase discount.The size of investment shown in the ClassA Shares sales charge table may also be determined by combining the amount being invested in shares of the Participating Funds plus the current offering price of all shares of the Participating Funds currently owned.
Letter of Intent.A Letter of Intent provides an opportunity for an investor to obtain a reduced sales charge by aggregating investments over a 13-month period to determine the sales charge as outlined in the ClassA Shares sales charge table. The size of investment shown in the ClassA Shares sales charge table includes purchases of shares of the Participating Funds in ClassA Shares over a 13-month period based on the total amount of intended purchases, including any applicable credit for the current offering price of all shares of the Participating Funds previously purchased and still owned as of the date of the Letter of Intent. Prior to November1, 2009, an investor may elect to compute the 13-month period starting up to 90days before the date of execution of the Letter of Intent. Each investment made during the period receives the reduced sales charge applicable to the total amount of the investment goal. The Letter of Intent does not preclude the Fund (or any other Participating Fund) from discontinuing the sale of its shares. The initial purchase must be for an amount equal to at least 5% of the minimum total purchase amount of the level selected. If trades not initially made under a Letter of Intent subsequently qualify for a lower sales charge through the 90-day backdating provisions applicable prior to November1, 2009, an adjustment will be made at the expiration of the Letter of Intent to give effect to the lower sales charge. Such adjustment in sales charge will be used to purchase additional shares. The Fund initially will escrow shares totaling 5% of the dollar amount of the Letter of Intent to be held by Investor Services in the name of the shareholder. In the event the Letter of Intent goal is not achieved within the specified period, the investor must pay the difference between the sales charge applicable to the purchases made and the reduced sales charge previously paid. Such payments may be made directly to the Distributor or, if not paid, the Distributor will liquidate sufficient escrowed shares to obtain the difference.
ClassA Shares
Purchase Programs
Purchasers of ClassA Shares may be entitled to reduced or no initial sales charges in connection with certain unit investment trust reinvestment program repurchases and purchases by registered representatives of selling firms or purchases by persons affiliated with the Fund or the Distributor as described below. The Fund reserves the right to modify or terminate these arrangements at any time.
Unit investment trust reinvestment program.The Fund permits unitholders of VanKampen unit investment trusts that enrolled in the reinvestment program prior to December3, 2007 to reinvest distributions from such trusts in ClassA Shares of the Fund at net asset value without a sales charge. The Fund reserves the right to modify or terminate this program at any time.
Net asset value purchase options.ClassA Shares of the Fund may be purchased at net asset value without a sales charge, generally upon written assurance that the purchase is made for investment purposes and that the shares will not be resold except through redemption by the Fund, by:
(1) Current or retired trustees or directors of funds advised by Morgan Stanley and any of its subsidiaries and such persons’ families and their beneficial accounts.
(2) Current or retired directors, officers and employees of Morgan Stanley and any of its subsidiaries; employees of an investment subadviser to any fund described in (1)above or an affiliate of such subadviser; and such persons’ families and their beneficial accounts.
(3) Directors, officers, employees and, when permitted, registered representatives, of financial institutions that have a selling group agreement with the Distributor and their spouses or equivalent and children under 21years of age when purchasing for any accounts they beneficially own, or, in the case of any such financial institution, when purchasing for retirement plans for such institution’s employees; provided that such purchases are otherwise permitted by such institutions.


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(4) Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) that have entered into an agreement with the Distributor or one of its affiliates, purchasing shares on behalf of clients participating in a fund supermarket, wrap program, asset allocation program, or other program in which the clients pay an asset-based fee (which may be subject to a minimum flat fee) for: advisory or financial planning services, executing transactions in Participating Fund shares, or for otherwise participating in the program.
(5) Trustees and other fiduciaries purchasing shares for retirement plans which invest in multiple fund families through broker-dealer retirement plan alliance programs that have entered into agreements with the Distributor and which are subject to certain minimum size and operational requirements. Trustees and other fiduciaries may call the Distributor for further details with respect to such alliance programs.
(6) Retirement plans funded by the rollovers of assets of Participating Funds from an employer-sponsored retirement plan and established exclusively for the benefit of an individual (specifically including, but not limited to, a Traditional IRA, Roth IRA, SIMPLE IRA, Solo 401(k), Money Purchase or Profit Sharing plan) if:
(i) the account being funded by such rollover is to be maintained by the same trustee, custodian or administrator that maintained the plan from which the rollover funding such rollover originated, or an affiliate thereof; and
(ii) the dealer of record with respect to the account being funded by such rollover is the same as the dealer of record with respect to the plan from which the rollover funding such rollover originated, or an affiliate thereof.
(7) Trusts created under pension, profit sharing or other employee benefit plans (including qualified and non-qualified deferred compensation plans), provided that (a)the total plan assets are at least $1million or (b)the plan has more than 100eligible employees.
(8) Clients of authorized dealers purchasing shares in fixed or flat fee (rather than transaction based fee) brokerage accounts.
(9) Certain qualified state tuition plans qualifying pursuant to Section529 of the Code that are approved by the Fund’s Distributor.
(10) Unit investment trusts sponsored by the Distributor or its affiliates.
The term “families” includes a person’s spouse or equivalent, children and grandchildren under 21years of age, parents and the parents of the person’s spouse or equivalent.
Purchase orders made pursuant to clause(4) may be placed either through authorized dealers as described above or directly with Investor Services by the investment adviser, financial planner, trust company or bank trust department, provided that Investor Services receives federal funds for the purchase by the close of business on the next business day following acceptance of the order. An authorized dealer may charge a transaction fee for placing an order to purchase shares pursuant to this provision or for placing a redemption order with respect to such shares. Authorized dealers will be paid a service fee as described above on purchases made under options (3) through (9) above. The Fund may terminate, or amend the terms of, offering shares of the Fund at net asset value to such groups at any time.
Eligible purchasers of ClassA Shares may also be entitled to reduced or no initial sales charges through certain purchase programs offered by the Fund. For more information, see “Other Purchase Programs” herein.


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ClassB Shares
ClassB Shares of the Fund are sold at net asset value and are subject to a contingent deferred sales charge if redeemed within five years of purchase as shown in the following table:
ClassB Shares
Sales Charge Schedule
Contingent Deferred
Sales Charge
as a Percentage of
Dollar Amount
Year Since Purchase Subject to Charge
First 5.00%
Second 4.00%
Third 3.00%
Fourth 2.50%
Fifth 1.50%
Sixth and After None
The contingent deferred sales charge is assessed on an amount equal to the lesser of the then current market value of the shares or the historical cost of the shares (which is the amount actually paid for the shares at the time of original purchase) being redeemed. Accordingly, no sales charge is imposed on increases in net asset value above the initial purchase price. Shareholders should retain any records necessary to substantiate the historical cost of their shares, as the Fund and authorized dealers may not retain this information. In addition, no sales charge is assessed on shares derived from reinvestment of dividends or capital gain dividends.
The amount of the contingent deferred sales charge, if any, varies depending on the number of years from the time of each purchase of ClassB Shares until the time of redemption of such shares.
In determining whether a contingent deferred sales charge applies to a redemption, it is assumed that the shares being redeemed first are any shares in the shareholder’s Fund account that are not subject to a contingent deferred sales charge, followed by shares held the longest in the shareholder’s account.
Under the Distribution Plan, the Fund may spend up to 0.75% per year of the Fund’s average daily net assets with respect to ClassB Shares of the Fund. In addition, under the Service Plan, the Fund may spend up to 0.25% per year of the Fund’s average daily net assets with respect to ClassB Shares of the Fund. Pursuant to the terms of the Plans, the Fund may spend less (and therefore shareholders may be charged less) than the combined annual distribution and service fees of 1.00% per year of the Fund’s average daily net assets with respect to Class B Shares of the Fund. See the section entitled “Financial Highlights” herein and the section entitled “Distribution and Service” in the Fund’s Statement of Additional Information.
Eligible purchasers of ClassB Shares may also be entitled to reduced or no contingent deferred sales charges through certain purchase programs offered by the Fund. For more information, see “Other Purchase Programs” herein.
Conversion feature.ClassB Shares purchased on or after June1, 1996, including ClassB Shares received from reinvestment of distributions through the dividend reinvestment plan on such shares, automatically convert to ClassA Shares eight years after the end of the calendar month in which the shares were purchased. Such conversion will be on the basis of the relative net asset values per share, without the imposition of any sales load, fee or other charge. The conversion schedule applicable to a share of the Fund acquired through the exchange privilege from a Participating Fund is determined by reference to the Participating Fund from which such share was originally purchased.
ClassC Shares
ClassC Shares of the Fund are sold at net asset value and are subject to a contingent deferred sales charge of 1.00% of the dollar amount subject to charge if redeemed within one year of purchase.
The contingent deferred sales charge is assessed on an amount equal to the lesser of the then current market value of the shares or the historical cost of the shares (which is the amount actually paid for the shares at the time of original purchase) being redeemed. Accordingly, no sales charge is imposed on increases in net asset value above the initial purchase price. Shareholders should retain any records necessary to substantiate the historical cost of their shares, as the Fund and authorized dealers may not retain this information. In


23


addition, no sales charge is assessed on shares derived from reinvestment of dividends or capital gain dividends. The Fund will not accept a purchase order for ClassC Shares in the amount of $1million or more.
In determining whether a contingent deferred sales charge applies to a redemption, it is assumed that the shares being redeemed first are any shares in the shareholder’s Fund account that are not subject to a contingent deferred sales charge, followed by shares held the longest in the shareholder’s account.
Under the Distribution Plan, the Fund may spend up to 0.75% per year of the Fund’s average daily net assets with respect to ClassC Shares of the Fund. In addition, under the Service Plan, the Fund may spend up to 0.25% per year of the Fund’s average daily net assets with respect to ClassC Shares of the Fund. Pursuant to the terms of the Plans, the Fund may spend less (and therefore shareholders may be charged less) than the combined annual distribution and service fees of 1.00% per year of the Fund’s average daily net assets with respect to Class C Shares of the Fund. See the section entitled “Financial Highlights” herein and the section entitled “Distribution and Service” in the Fund’s Statement of Additional Information.
Eligible purchasers of ClassC Shares may also be entitled to reduced or no contingent deferred sales charges through certain purchase programs offered by the Fund. For more information, see “Other Purchase Programs” herein.
Waiver of Contingent
Deferred Sales Charge
The contingent deferred sales charge is waived on redemptions of ClassA Shares, ClassB Shares and ClassC Shares purchased subject to a contingent deferred sales charge (i)within one year following the death or disability (as disability is defined by federal income tax law) of a shareholder, (ii)for required minimum distributions from an individual retirement account (“IRA”) or certain other retirement plan distributions, (iii)for withdrawals under the Fund’s systematic withdrawal plan but limited to 12% annually of the amount of the shareholder’s investment at the time the plan is established, (iv)if no commission or transaction fee is paid by the Distributor to authorized dealers at the time of purchase of such shares or (v)if made by the Fund’s involuntary liquidation of a shareholder’s account as described herein. With respect to ClassB Shares and ClassC Shares, waiver category (iv)above is only applicable with respect to shares sold through certain 401(k)plans. Subject to certain limitations, a shareholder who has redeemed ClassC Shares of the Fund may reinvest in ClassC Shares at net asset value with credit for any contingent deferred sales charge if the reinvestment is made within 180days after the redemption, provided that shares of the Fund are available for sale at the time of reinvestment. For a more complete description of contingent deferred sales charge waivers, please refer to the Statement of Additional Information or contact your authorized dealer.
ClassI Shares
ClassI Shares of the Fund are offered without any sales charge on purchases or sales and without any ongoing distribution fee or service fee.
ClassI Shares are available for purchase exclusively by (i)tax-exempt retirement plans with assets of at least one million dollars (including 401(k)plans, 457plans, 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, (iii)qualified state tuition plan (529plan) accounts, (iv)institutional clients with assets of at least one million dollars and (v)certain Van Kampen investment companies.
ClassI Share 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. ClassI Share participants in fee-based investment programs should contact the program’s administrator or their financial adviser to purchase shares. Transactions generally are effected on behalf of a tax-exempt retirement plan participant by the administrator or a custodian, trustee or record keeper for the plan and on behalf of a fee-based investment program participant by their administrator or financial adviser. ClassI Shares institutional clients may purchase shares either directly or through an authorized dealer.
ClassR Shares
ClassR Shares are offered without any sales charges on purchases or sales. ClassR Shares are subject to


24


distribution (12b-1) fees and service fees as described herein. ClassR Shares are available for purchase exclusively by investors through certain tax-exempt retirement plans (including 401(k)plans, 457plans, employer-sponsored 403(b)plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans) held in plan level or omnibus accounts.
ClassR Share 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. Transactions generally are effected on behalf of a tax-exempt retirement plan participant by the administrator or a custodian, trustee or record keeper for the plan.
Under the Distribution Plan and the Service Plan, the Fund may spend up to a total of 0.50%per year of the Fund’s average daily net assets with respect to ClassR Shares of the Fund. From such amount, under the Service Plan, the Fund may spend up to 0.25%per year of the Fund’s average daily net assets with respect to ClassR Shares of the Fund.
Other Purchase Programs
The following information regarding other purchase programs that the Fund offers is applicable only to holders of ClassA Shares, ClassB Shares and ClassC Shares. Holders of ClassI Shares or ClassR Shares of the Fund must contact the administrator or their financial adviser to purchase, redeem or exchange shares and to understand the shareholder services available to such holders. Holders of ClassI Shares and ClassR Shares in tax-exempt retirement plans should contact the appropriate tax-exempt retirement plan administrator for information regarding the administration of participants’ investments in the shares.
Exchange privilege.Exchanges of shares are sales of shares of one Participating Fund and purchases of shares of another Participating Fund. Shares of the Fund may be exchanged for shares of the same class of any Participating Fund based on the next determined net asset value per share of each fund after requesting the exchange without any sales charge, subject to certain limitations. For more information regarding the exchange privilege, see the section of this Prospectus entitled “Shareholder Services— Exchange privilege.”
Reinstatement privilege.A holder of ClassA Shares or ClassB Shares 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 ClassA Shares of any Participating Fund. A holder of ClassC Shares 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 ClassC Shares of any Participating Fund with credit given for any contingent deferred sales charge paid on the amount of shares reinstated from such redemption, provided that such shareholder has not previously exercised this reinstatement privilege with respect to ClassC 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 contingent deferred sales charge applicable to ClassC Shares 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 180days after the date of the redemption, provided that shares of the Participating Fund into which shareholders desire to reinstate their net proceeds of a redemption of 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 Participating Fund are available for sale. Shareholders must notify the Distributor or their authorized dealer of their eligibility to participate in the reinstatement privilege and may be required to provide documentation to the Participating Fund. For information regarding Participating Funds, shareholders can call Investor Services at (800)847-2424.
Dividend diversification.A holder of ClassA Shares, ClassB Shares or ClassC Shares may elect, by completing the appropriate section of the account application form or by calling(800)847-2424, 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 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


25


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 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.
Availability of information.Clear and prominent information regarding sales charges of the Fund and the applicability and availability of discounts from sales charges is available free of charge through our web site at www.vankampen.com, which provides links to the Prospectus and Statement of Additional Information containing the relevant information.
Redemption of Shares
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
Generally shareholders may redeem for cash some or all of their shares without charge by the Fund (other than any applicable deferred sales charge) at any time.
The redemption price will be the net asset value per share next determined after receipt by Investor Services of a request in proper form from an administrator, custodian, trustee, record keeper or financial adviser or by the Distributor from an authorized dealer, provided such order is 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, trustees, record keepers and authorized dealers to transmit redemption requests received by them to Investor Services or the Distributor so they will be received prior to such time. Redemptions completed through an administrator, custodian, trustee, record keeper, financial adviser or authorized dealer may involve additional fees charged by such person.
As described under the Prospectus heading “Purchase of Shares,” redemptions of ClassB Shares and ClassC Shares may be subject to a contingent deferred sales charge. In addition, certain redemptions of ClassA Shares for shareholder accounts of $1million or more may be subject to a contingent deferred sales charge. Redemptions completed through an authorized dealer, custodian, trustee or record keeper of a retirement plan account may involve additional fees charged by such person.
Participants in tax-exempt retirement plans must contact the plan’s administrator to redeem ClassI Shares or ClassR Shares. For plan administrator contact information, participants should contact their respective employer’s human resources department. ClassI Share participants in fee-based investment programs must contact the program’s administrator or their financial adviser to redeem shares. ClassI Share institutional clients may redeem shares either directly or through an authorized dealer. Plan administrators, custodians, trustees, record keepers or financial advisers may place redemption requests directly with Investor Services or through an authorized dealer following procedures specified by such authorized dealer.
Certain financial intermediaries may impose a redemption fee or may impose certain trading restrictions to deter market timing and frequent trading. If you invest in the Fund through a financial intermediary, please read that firm’s materials carefully to learn about any other restrictions or fees that may apply.
Except as specified below under “Telephone Redemption Requests,” payment for shares redeemed generally will be made by check mailed within seven days after receipt by Investor Services of the redemption request and any other necessary documents in proper form as described below. 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. Such in-kind securities may be illiquid and difficult or impossible for a shareholder to sell at a time and at a price that a shareholder would like. A taxable gain or loss may be recognized by a shareholder upon redemption of shares, including if the redemption proceeds are paid wholly or in part by a distribution-in-kind of portfolio securities. A distribution-in-kind may result in recognition by the 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 in-kind securities.


26


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 15calendar days from the date of purchase.
Upon learning that a holder of ClassI Shares has ceased his or her participation in the plan or program, the Fund shall convert all ClassI Shares held by the shareholder to ClassA Shares of the Fund. The failure of a shareholder in a fee-based investment program to satisfy any minimum investment requirement 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.
Written redemption requests.Holders of ClassA Shares, ClassB Shares and ClassC Shares may request a redemption of shares by written request in proper form sent directly to VanKampen Investor Services Inc., POBox219286, Kansas City, Missouri64121-9286. The request for redemption should indicate the number of shares or dollar amount to be redeemed, the Fund name, the class designation of such shares and the shareholder’s account number. The redemption request must be signed by all persons in whose names the shares are registered. If the proceeds of the redemption exceed $100,000, or if the proceeds are not to be paid to the record owner at the record address, or if the record address has changed within the previous 15calendar days, signature(s) must be guaranteed by one of the following: a bank or trust company; a broker-dealer; a credit union; a national securities exchange, a registered securities association or a clearing agency; a savings and loan association; or a federal savings bank.
Generally, a properly signed written request with any required signature guarantee is all that is required for a redemption request to be in proper form. In some cases, however, additional documents may be necessary. Certificated shares may be redeemed only by written request. The certificates for the shares being redeemed must be properly endorsed for transfer and must accompany a written redemption request. Generally, in the event a redemption is requested by and registered to a corporation, partnership, trust, fiduciary, estate or other legal entity owning shares of the Fund, a copy of the corporate resolution or other legal documentation appointing the authorized signer and certified within the prior 120calendar days must accompany the redemption request. Retirement plan distribution requests should be sent to the plan custodian/trustee to be forwarded to Investor Services. Contact the plan custodian/trustee for further information.
In the case of written redemption requests sent directly to Investor Services, the redemption price is the net asset value per share next determined after the request in proper form is received by Investor Services.
Authorized dealer redemption requests.Holders of ClassA Shares, ClassB Shares and ClassC Shares may place redemption requests through an authorized dealer following procedures specified by such authorized dealer. The redemption price for such shares is the net asset value per share next calculated after an order in proper form is received by an authorized dealer provided such order is transmitted to the Distributor by the time designated by the Distributor. It is the responsibility of authorized dealers to transmit redemption requests received by them to the Distributor so they will be received prior to such time. Redemptions completed through an authorized dealer may involve additional fees charged by the dealer.
Telephone redemption requests.The Fund permits redemption of ClassA Shares, ClassB Shares and ClassC Shares by telephone and for redemption proceeds to be sent to the address of record for the account or to the bank account of record as described below. A holder of ClassA Shares, ClassB Shares and ClassC Shares automatically has telephone redemption privileges unless the shareholder indicates otherwise by checking the applicable box on the account application form. For accounts that are not established with telephone redemption privileges, a holder of ClassA Shares, ClassB Shares and ClassC Shares may call the Fund at(800)847-2424 to establish the privilege, or may visit our web site at www.vankampen.com to download an Account Services form, which may be completed to establish the privilege. ClassA Shares, ClassB Shares and ClassC Shares may be redeemed by calling(800)847-2424, our automated telephone system, which is generally accessible 24hours a day, seven days a week. VanKampen Investments and its subsidiaries, including Investor Services, and the Fund employ procedures considered by them to be reasonable to confirm that instructions communicated by telephone are genuine. Such procedures include requiring certain personal identification information


27


prior to acting upon telephone instructions, tape-recording telephone communications and providing written confirmation of instructions communicated by telephone. If reasonable procedures are employed, none of VanKampen Investments, Investor Services or the Fund will be liable for following telephone instructions which it reasonably believes to be genuine. Telephone redemptions may not be available if the shareholder cannot reach Investor Services by telephone, whether because all telephone lines are busy or for any other reason; in such case, a shareholder would have to use the Fund’s other redemption procedures previously described. Requests received by Investor Services prior to the close of the Exchange, generally 4:00p.m., Eastern time, will be processed at the next determined net asset value per share. These privileges are available for most accounts other than retirement accounts or accounts with shares represented by certificates. If an account has multiple owners, Investor Services may rely on the instructions of any one owner.
For redemptions authorized by telephone, amounts of $50,000 or less may be redeemed daily if the proceeds are to be paid by check or by Automated Clearing House and amounts of at least $1,000 up to $1million may be redeemed daily if the proceeds are to be paid by wire. The proceeds must be payable to the shareholder(s) of record and sent to the address of record for the account or wired directly to their predesignated bank account for this account. This privilege is not available for telephone redemptions paid by check (as described herein) if the address of record has been changed within 15calendar days prior to such request. Proceeds from redemptions payable by wire transfer are expected to be wired on the next business day following the date of redemption. The Fund reserves the right at any time to terminate, limit or otherwise modify this redemption privilege.
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.Dividends from stocks and interest from other investments are the Fund’s main sources 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 distribute quarterly all, or substantially all, of its 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 may differ by class of shares as a result of the differing distribution fees, service 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
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
Listed below are some of the shareholder services the Fund offers to holders of ClassA Shares, ClassB Shares and ClassC Shares. For a more complete description of the Fund’s shareholder services, such as investment accounts, share certificates, retirement plans, automated clearing house deposits, dividend diversification and the systematic withdrawal plan, please refer to the Statement of Additional Information or contact your authorized dealer.
Participants in tax-exempt retirement plans and fee-based investment programs eligible to purchase ClassI Shares or ClassR Shares of the Fund 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


28


plan administrator for information regarding the administration of participants’ investments in the shares.
Internet transactions.In addition to performing transactions on your account through written instruction or by telephone, you may also perform certain transactions through the internet (restrictions apply to certain account and transaction types). Please refer to our web site at www.vankampen.com for further instructions regarding internet transactions. VanKampen Investments and its subsidiaries, including Investor Services, and the Fund employ procedures considered by them to be reasonable to confirm that instructions communicated through the internet are genuine. Such procedures include requiring use of a personal identification number prior to acting upon internet instructions and providing written confirmation of instructions communicated through the internet. If reasonable procedures are employed, none of VanKampen Investments, Investor Services or the Fund will be liable for following instructions received through the internet which it reasonably believes to be genuine. If an account has multiple owners, Investor Services may rely on the instructions of any one owner.
Reinvestment plan.A convenient way for investors to accumulate additional shares is by accepting dividends and capital gain dividends in shares of the Fund. Such shares are acquired at net asset value per share (without a sales charge) on the applicable payable date of the dividend or capital gain dividend. Unless the shareholder instructs otherwise, the reinvestment plan is automatic. This instruction may be made by visiting our web site at www.vankampen.com, by writing to Investor Services or by telephone by calling (800)847-2424. The investor may, on the account application form or prior to any declaration, instruct that dividends and/or capital gain dividends be paid in cash, be reinvested in the Fund at the next determined net asset value or be reinvested in another Participating Fund at the next determined net asset value.
Automatic investment plan.An automatic investment plan is available under which a shareholder can authorize Investor Services to debit the shareholder’s bank account on a regular basis to invest predetermined amounts in the Fund. Additional information is available from the Distributor or your authorized dealer.
Exchange privilege.ClassA Shares, ClassB Shares and ClassC Shares of the Fund may be exchanged for shares of the same class of any Participating Fund based on the next determined net asset value per share of each fund after requesting the exchange without any sales charge, subject to certain limitations. ClassA Shares, ClassB Shares and ClassC Shares of the Fund may be exchanged for shares of any Participating Fund only if shares of that Participating Fund are available for sale.
ClassA Shares, ClassB Shares and ClassC Shares of Participating Funds generally may be exchanged for shares of the same class of the Fund (except that some holders of ClassI Shares of certain Participating Funds may be eligible to exchange ClassI Shares of such Participating Fund for ClassA Shares of the Fund) based on the next determined net asset value per share of each fund after requesting the exchange without any sales charge, subject to certain limitations. Shareholders of Participating Funds seeking to exchange their shares for shares of the Fund are subject to the exchange policies of such Participating Fund, including an exchange fee, if any, assessed by such Participating Fund.
Shareholders seeking an exchange amongst Participating Funds should obtain and read the current prospectus for such fund prior to implementing an exchange. A prospectus of any of the Participating Funds may be obtained from an authorized dealer or the Distributor or by visiting our web site at www.vankampen.com.
When shares that are subject to a contingent deferred sales charge are exchanged among Participating Funds, the holding period for purposes of computing the contingent deferred sales charge is based upon the date of the initial purchase of such shares from a Participating Fund. When such shares are redeemed and not exchanged for shares of another Participating Fund, the shares are subject to the contingent deferred sales charge schedule imposed by the Participating Fund from which such shares were originally purchased.
Exchanges of shares are sales of shares of one Participating Fund and purchases of shares of another Participating Fund. The sale may result in a gain or loss for federal income tax purposes. If the shares sold have been held for less than 91days, the sales charge paid on


29


such shares will be carried over and included in the tax basis of the shares acquired.
A shareholder wishing to make an exchange may do so by sending a written request to Investor Services, by calling(800)847-2424, our automated telephone system (which is generally accessible 24hours a day, seven days a week), or by visiting our web site at www.vankampen.com. A shareholder automatically has these exchange privileges unless the shareholder indicates otherwise by checking the applicable box on the account application form. VanKampen Investments and its subsidiaries, including Investor Services, and the Fund employ procedures considered by them to be reasonable to confirm that instructions communicated by telephone are genuine. Such procedures include requiring certain personal identification information prior to acting upon telephone instructions, tape-recording telephone communications, and providing written confirmation of instructions communicated by telephone. If reasonable procedures are employed, none of VanKampen Investments, Investor Services or the Fund will be liable for following telephone instructions which it reasonably believes to be genuine. If the exchanging shareholder does not have an account in the fund whose shares are being acquired, a new account will be established with the same registration, dividend and capital gain dividend options (except dividend diversification) and authorized dealer of record as the account from which shares are exchanged, unless otherwise specified by the shareholder. In order to establish a systematic withdrawal plan for the new account or reinvest dividends from the new account into another fund, however, an exchanging shareholder must submit a specific request.
The Fund and the Distributor reserve the right to reject or limit any order to purchase Fund shares through exchange or otherwise and to close any shareholder account when they believe it is in the best interests of the Fund. Certain patterns of past exchanges and/or purchase or sale transactions involving the Fund or other Participating Funds may result in the Fund rejecting or limiting, in the Fund’s or the Distributor’s discretion, additional purchases and/or exchanges or in an account being closed. Determinations in this regard may be made based on the frequency or dollar amount of the previous exchanges or purchase or sale transactions. The Fund may modify, restrict or terminate the exchange privilege at any time. Shareholders will receive 60days’ notice of any termination or material amendment to this exchange privilege.
For purposes of determining the sales charge rate previously paid on ClassA Shares, all sales charges paid on the exchanged shares and on any shares previously exchanged for such shares or for any of their predecessors shall be included. If the exchanged shares were acquired through reinvestment, those shares are deemed to have been sold with a sales charge rate equal to the rate previously paid on the shares on which the dividend or distribution was paid. If a shareholder exchanges less than all of such shareholder’s shares, the shares upon which the highest sales charge rate was previously paid are deemed exchanged first.
Exchange requests received on a business day prior to the time shares of the funds involved in the request are priced will be processed on the date of receipt. “Processing” a request means that shares of the fund which the shareholder is redeeming will be redeemed at the net asset value per share next determined on the date of receipt. Shares of the fund that the shareholder is purchasing will also normally be purchased at the net asset value per share, plus any applicable sales charge, next determined on the date of receipt. Exchange requests received on a business day after the time that shares of the funds involved in the request are priced will be processed on the next business day in the manner described herein.
Frequent Purchases
and Redemptions
of Fund Shares
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
Frequent purchases and redemptions of Fund shares by Fund shareholders (“market-timing” or “short-term trading”) may present risks for long-term shareholders of the Fund, which may include, among other things, diluting the value of Fund shares held by long-term shareholders, interfering with the efficient management of the Fund’s portfolio, increasing trading and administrative costs, incurring unwanted taxable gains, and forcing the Fund to hold excess levels of cash.


30


The Fund discourages and does not accommodate frequent purchases and redemptions of Fund shares by Fund shareholders, and the Fund’s Board of Trustees has adopted policies and procedures to deter such frequent purchases and redemptions. The Fund’s policies with respect to purchases, redemptions and exchanges of Fund shares are described in the “Purchase of Shares,” “Redemption of Shares” and “Shareholder Services— Exchange privilege” sections of this Prospectus. The Fund’s policies with respect to valuing portfolio securities are described in the “Purchase of Shares” section of this Prospectus. Except as described in each of these sections and with respect to omnibus accounts, the Fund’s policies regarding frequent trading of Fund shares are applied uniformly to all shareholders. With respect to trades that occur through omnibus accounts at intermediaries, such as investment advisers, broker dealers, transfer agents, third party administrators and insurance companies, the Fund (i)has requested assurance that such intermediaries currently selling Fund shares have in place internal policies and procedures reasonably designed to address market timing concerns and has instructed such intermediaries to notify the Fund immediately if they are unable to comply with such policies and procedures and (ii)requires all prospective intermediaries to agree to cooperate in enforcing the Fund’s policies with respect to frequent purchases, exchanges and redemptions of Fund shares. On omnibus accounts at intermediaries, the intermediary generally does not provide specific shareholder transaction information to the Fund on individual shareholder accounts on an ongoing basis. Therefore, to some extent, the Fund relies on the intermediaries to monitor frequent short-term trading by shareholders. As part of the Fund’s or the Distributor’s agreements with intermediaries, the intermediaries are required to provide certain shareholder identification and transaction information upon the Fund’s request. The Fund may use this information to help identify and prevent market-timing activity in the Fund. There can be no assurance that the Fund will be able to identify or prevent all market-timing activity.
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 gain, 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 gain 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 December31st prior to the date of payment. The Fund will inform shareholders of the source and tax status of all distributions promptly after the close of each calendar year.
Current law provides for reduced federal income tax rates on (i)long-term capital gains received by individuals and certain other non-corporate taxpayers and (ii)“qualified dividend income” received by individuals and certain other non-corporate taxpayers from certain domestic and foreign corporations. The reduced rates for long-term capital gains and “qualified dividend income” cease to apply for taxable years beginning after December31, 2010. Fund shareholders, as well as the Fund itself, must also satisfy certain holding period and other requirements in order for such reduced rates for “qualified dividend income” to apply. Because the Fund intends to invest in income-producing equity instruments (including common stocks, preferred stocks and convertible securities), a portion of the ordinary


31


income dividends paid by the Fund should be eligible for the reduced rate applicable to “qualified dividend income.” No assurance can be given as to what percentage of the ordinary income dividends paid by the Fund will consist of “qualified dividend income.” To the extent that distributions from the Fund are designated as capital gain dividends, such distributions will be eligible for the reduced rates applicable to long-term capital gains.
The sale or exchange of shares in connection with a redemption or repurchase of shares, as well as certain other transfers, will 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. The maximum tax rate applicable to short-term capital gains recognized by all taxpayers is 35%. The maximum tax rate applicable to long-term capital gains recognized by individuals and certain other non-corporate taxpayers on the sale or exchange of shares is 15% (20% for long-term capital gains recognized in taxable years beginning after December31, 2010). For corporate taxpayers, long-term capital gains are taxed at a maximum rate of 35%.
Backup withholding rules require the Fund, in certain circumstances, to withhold 28% (through 2010, when a higher rate will be applicable) 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.
Under current law, the Fund may pay “interest-related dividends” and “short-term capital gain dividends” to its foreign shareholders without having to withhold on such dividends at the 30% rate. The amount of “interest-related dividends” that the Fund may pay each year is limited to the amount of qualified interest income received by the Fund during that year, less the amount of the Fund’s expenses properly allocable to such interest income. The amount of “short-term capital gain dividends” that the Fund may pay each year generally is limited to the excess of the Fund’s net short-term capital gains over its net long-term capital losses, without any reduction for the Fund’s expenses allocable to such gains (with exceptions for certain gains). The exemption from 30% withholding tax for “short-term capital gain dividends” does not apply with respect to foreign shareholders that are present in the UnitedStates for more than 182days during the taxable year. If the Fund’s income for a taxable year includes “qualified interest income” or net short-term capital gains, the Fund may designate dividends as “interest-related dividends” or “short-term capital gain dividends” by written notice mailed to its foreign shareholders not later than 60days after the close of the Fund’s taxable year. These provisions will cease to apply to dividends paid by the Fund with respect to the Fund’s taxable years beginning after December31, 2009.
Foreign shareholders must provide documentation to the Fund certifying their non-UnitedStates status. Prospective foreign investors should consult their advisers concerning the tax consequences to them of an investment in shares of the Fund.
The Fund intends 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, plus any amounts that were not distributed in previous taxable years, then the Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts.
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. For more information, see the “Taxation” section in the Fund’s Statement of Additional Information.


32


Disclosure of
Portfolio Holdings
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information.


33


Financial Highlights
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
The financial highlights table is intended to help you understand the Fund’s financial performance for the periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions and not including payment of the maximum sales charge or taxes on Fund distributions or redemptions). The information has been audited by Ernst& Young LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s most recent financial statements, may be obtained without charge from our web site at www.vankampen.com or by calling the telephone number on the back cover of this Prospectus. This information should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report.
Year Ended December 31,
Class A Shares
2008 2007 2006 2005 2004
Net Asset Value, Beginning of thePeriod
$ 8.84 $ 9.12 $ 8.68 $ 8.62 $ 7.90
Net InvestmentIncome
0.20 (a) 0.22 (a) 0.20 (a) 0.17 0.16
Net Realized and Unrealized Gain/Loss
(2.36 ) 0.08 0.86 0.49 0.75
Total from InvestmentOperations
(2.16 ) 0.30 1.06 0.66 0.91
Less:
Distributions from Net Investment Income
0.22 0.22 0.20 0.18 0.18
Distributions from Net RealizedGain
0.01 0.36 0.42 0.42 0.01
TotalDistributions
0.23 0.58 0.62 0.60 0.19
Net Asset Value, End of thePeriod
$ 6.45 $ 8.84 $ 9.12 $ 8.68 $ 8.62
Total Return (b)
-24.78% 3.26% 12.53% 7.81% 11.77%
Net Assets at End of the Period (Inmillions)
$ 8,214.1 $ 13,332.5 $ 12,604.9 $ 10,376.7 $ 7,737.1
Ratio of Expenses to Average NetAssets
0.79% 0.76% 0.78% 0.78% 0.80%
Ratio of Net Investment Income to Average NetAssets
2.59% 2.32% 2.29% 1.98% 1.97%
PortfolioTurnover
56% 35% 39% 38% 42%
(a) Based on average shares outstanding.
(b) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule12b-1 fees and service fees of up to .25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


34


Financial Highlights, continued
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
The financial highlights table is intended to help you understand the Fund’s financial performance for the periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions and not including payment of the maximum sales charge or taxes on Fund distributions or redemptions). The information has been audited by Ernst& Young LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s most recent financial statements, may be obtained without charge from our web site at www.vankampen.com or by calling the telephone number on the back cover of this Prospectus. This information should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report.
Year Ended December 31,
Class B Shares
2008 2007 2006 2005 2004
Net Asset Value, Beginning of thePeriod
$ 8.68 $ 8.97 $ 8.55 $ 8.49 $ 7.79
Net InvestmentIncome
0.20 (a) 0.17 (a) 0.13 (a) 0.11 0.10
Net Realized and Unrealized Gain/Loss
(2.32 ) 0.08 0.84 0.49 0.73
Total from InvestmentOperations
(2.12 ) 0.25 0.97 0.60 0.83
Less:
Distributions from Net InvestmentIncome
0.22 0.18 0.13 0.12 0.12
Distributions from Net RealizedGain
0.01 0.36 0.42 0.42 0.01
TotalDistributions
0.23 0.54 0.55 0.54 0.13
Net Asset Value, End of thePeriod
$ 6.33 $ 8.68 $ 8.97 $ 8.55 $ 8.49
Total Return(b)
–24.78% (c) 2.71% (c) 11.66% 7.15% 10.85%
Net Assets at End of the Period (Inmillions)
$ 1,693.8 $ 2,978.3 $ 3,270.4 $ 3,222.1 $ 3,076.3
Ratio of Expenses to Average NetAssets
0.79% (c) 1.25% (c) 1.53% 1.53% 1.55%
Ratio of Net Investment Income to Average NetAssets
2.59% (c) 1.83% (c) 1.54% 1.22% 1.21%
PortfolioTurnover
56% 35% 39% 38% 42%
(a) Based on average shares outstanding.
(b) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income/Loss to Average Net Assets reflect actual 12b-1 fees of less than 1%.


35


Financial Highlights, continued
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
The financial highlights table is intended to help you understand the Fund’s financial performance for the periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions and not including payment of the maximum sales charge or taxes on Fund distributions or redemptions). The information has been audited by Ernst& Young LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s most recent financial statements, may be obtained without charge from our web site at www.vankampen.com or by calling the telephone number on the back cover of this Prospectus. This information should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report.
Year Ended December 31,
Class C Shares
2008 2007 2006 2005 2004
Net Asset Value, Beginning of thePeriod
$ 8.72 $ 9.01 $ 8.58 $ 8.52 $ 7.82
Net InvestmentIncome
0.14 (a) 0.14 (a) 0.14 (a) 0.11 0.10
Net Realized and Unrealized Gain/Loss
(2.32 ) 0.08 0.84 0.49 0.73
Total from InvestmentOperations
(2.18 ) 0.22 0.98 0.60 0.83
Less:
Distributions from Net InvestmentIncome
0.17 0.15 0.13 0.12 0.12
Distributions from Net RealizedGain
0.01 0.36 0.42 0.42 0.01
TotalDistributions
0.18 0.51 0.55 0.54 0.13
Net Asset Value, End of thePeriod
$ 6.36 $ 8.72 $ 9.01 $ 8.58 $ 8.52
Total Return(b)
–25.33% (c) 2.41% 11.73% 7.12% 10.81%
Net Assets at End of the Period (Inmillions)
$ 1,340.4 $ 2,333.4 $ 2,267.4 $ 1,968.8 $ 1,561.6
Ratio of Expenses to Average NetAssets
1.50% (c) 1.51% 1.53% 1.53% 1.55%
Ratio of Net Investment Income to Average NetAssets
1.88% (c) 1.57% 1.54% 1.22% 1.22%
PortfolioTurnover
56% 35% 39% 38% 42%
(a) Based on average shares outstanding.
(b) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income/Loss to Average Net Assets reflect actual 12b-1 fees of less than 1%.


36


Financial Highlights, continued
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
The financial highlights table is intended to help you understand the Fund’s financial performance for the periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions and not including payment of the maximum sales charge or taxes on Fund distributions or redemptions). The information has been audited by Ernst& Young LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s most recent financial statements, may be obtained without charge from our web site at www.vankampen.com or by calling the telephone number on the back cover of this Prospectus. This information should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report.
December 22, 2004
(Commencement of
Year Ended December 31, Operations) to
Class I Shares
2008 2007 2006 2005 December 31, 2004
Net Asset Value, Beginning of thePeriod
$ 8.84 $ 9.12 $ 8.69 $ 8.61 $ 8.58
Net InvestmentIncome
0.22 (a) 0.24 (a) 0.23 (a) 0.17 0.00 (c)
Net Realized and Unrealized Gain/Loss
(2.36 ) 0.08 0.84 0.53 0.03
Total from InvestmentOperations
(2.14 ) 0.32 1.07 0.70 0.03
Less:
Distributions from Net InvestmentIncome
0.24 0.24 0.22 0.20 -0-
Distributions from Net RealizedGain
0.01 0.36 0.42 0.42 -0-
TotalDistributions
0.25 0.60 0.64 0.62 -0-
Net Asset Value, End of thePeriod
$ 6.45 $ 8.84 $ 9.12 $ 8.69 $ 8.61
TotalReturn (b)
–24.60% 3.52% 12.68% 8.33% 0.35% *
Net Assets at End of the Period (Inmillions)
$ 358.1 $ 392.8 $ 154.7 $ 58.7 $ 1.5
Ratio of Expenses to Average NetAssets
0.54% 0.51% 0.53% 0.55% 0.56%
Ratio of Net Investment Income to Average NetAssets
2.85% 2.57% 2.53% 2.17% 1.20%
PortfolioTurnover
56% 35% 39% 38% 42%
* Non-Annualized
(a) Based on average shares outstanding.
(b) Assumes reinvestment of all distributions for the period. These returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption on Fund shares.
(c) Amount is less than $.01 per share.


37


Financial Highlights, continued
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
The financial highlights table is intended to help you understand the Fund’s financial performance for the periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions and not including payment of the maximum sales charge or taxes on Fund distributions or redemptions). The information has been audited by Ernst& Young LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s most recent financial statements, may be obtained without charge from our web site at www.vankampen.com or by calling the telephone number on the back cover of this Prospectus. This information should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report.
Year Ended December 31,
Class R Shares
2008 2007 2006 2005 2004
Net Asset Value, Beginning of thePeriod
$ 8.87 $ 9.16 $ 8.72 $ 8.65 $ 7.93
Net InvestmentIncome
0.18 (a) 0.19 (a) 0.18 (a) 0.15 0.15
Net Realized and Unrealized Gain/Loss
(2.36 ) 0.08 0.86 0.50 0.74
Total from InvestmentOperations
(2.18 ) 0.27 1.04 0.65 0.89
Less:
Distributions from Net InvestmentIncome
0.20 0.20 0.18 0.16 0.16
Distributions from Net RealizedGain
0.01 0.36 0.42 0.42 0.01
TotalDistributions
0.21 0.56 0.60 0.58 0.17
Net Asset Value, End of thePeriod
$ 6.48 $ 8.87 $ 9.16 $ 8.72 $ 8.65
TotalReturn (b)
–24.89% 2.87% 12.20% 7.65% 11.45%
Net Assets at End of the Period (Inmillions)
$ 148.4 $ 192.9 $ 151.8 $ 101.8 $ 40.8
Ratio of Expenses to Average NetAssets
1.04% 1.01% 1.03% 1.03% 1.05%
Ratio of Net Investment Income to Average NetAssets
2.35% 2.07% 2.04% 1.73% 1.72%
PortfolioTurnover
56% 35% 39% 38% 42%
(a) Based on average shares outstanding.
(b) Assumes reinvestment of all distributions for the period. These returns include combined Rule12b-1 fees and service fees of up to .50% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption on Fund shares.


38


For More Information
• • • • • • •• • • • • • •• • • • • • •• • • • • • •
Existing Shareholders or Prospective Investors
Call your broker
Web Site
www.vankampen.com
FundInfo®
Automated Telephone System 800-847-2424
Dealers
Web Site
www.vankampen.com
FundInfo®
Automated Telephone System 800-847-2424
VanKampen Investments 800-421-5666
VanKampen Equity and Income Fund
522 Fifth Avenue
NewYork, NewYork10036
Investment Adviser
VanKampen Asset Management
522 Fifth Avenue
NewYork, NewYork10036
Distributor
VanKampen Funds Inc.
522Fifth Avenue
NewYork, NewYork10036
Transfer Agent
VanKampen Investor Services Inc.
POBox219286
Kansas City, Missouri64121-9286
Attn: VanKampen Equity and Income Fund
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts02111
Attn: VanKampen Equity and Income Fund
Legal Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois60606
Independent Registered Public Accounting Firm
Ernst & Young LLP
233 South Wacker Drive
Chicago, Illinois60606


VanKampen Equity and Income Fund
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 annual and semiannual reports or its Statement of Additional Information by calling800.847.2424. Free copies 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 at202.551.8090. 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,DC20549-0102.
This Prospectus is dated
April30, 2009
CLASSA SHARES
CLASSB SHARES
CLASSC SHARES
CLASSI SHARES
CLASSR SHARES
The Fund’s Investment Company Act File No. is811-919.
VanKampen Funds Inc.
522 Fifth Avenue
New York, New York 10036
www.vankampen.com
Copyright ©2009 VanKampen Funds Inc.
All rights reserved. Member FINRA/SIPC
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