<PAGE> 1
TABLE OF CONTENTS
<TABLE>
<S> <C>
Letter to Shareholders........................... 1
Performance Results.............................. 4
Portfolio of Investments......................... 5
Statement of Assets and Liabilities.............. 9
Statement of Operations.......................... 10
Statement of Changes in Net Assets............... 11
Financial Highlights............................. 12
Notes to Financial Statements.................... 13
Report of Independent Accountants................ 17
Dividend Reinvestment Plan....................... 18
</TABLE>
VKI ANR 12/96
<PAGE> 2
LETTER TO SHAREHOLDERS
December 10, 1996
Dear Shareholder,
The first ten months of 1996 have [PHOTO]
been a mixed experience for most
municipal bond fund investors. The
continuation of the 1995 rally at the
beginning of this year was thwarted
early on as the economy gained
momentum, causing the bond market to
sell off. But by the second half of the
year, the pattern reversed. Growth DENNIS J. MCDONNELL AND DON G. POWELL
slowed and bonds recovered much of
their earlier losses.
This kind of volatility is not
unusual, but it is difficult to predict and serves as a reminder to investors to
maintain their long-term outlook. Bailing out during price declines and
re-entering after market rebounds is often a losing strategy. We believe it is
time in the market, not timing the market, that potentially maximizes long-term
investment gains.
Additionally, we believe our recent acquisition by Morgan Stanley Group Inc.
will further help investors achieve their long-term goals. Morgan Stanley's
strong global presence and commitment to superior investment performance
complement our broad range of investment products, money management
capabilities, and high level of service that we currently offer.
ECONOMIC OVERVIEW
The economy has grown at a moderate pace this year, despite the second
quarter's 4.7 percent surge. By the third quarter, growth slowed to 2.0 percent,
near the level that prevailed early in the year. This moderation of economic
activity, coupled with continued low inflation, eased fears of an interest rate
hike by the Federal Reserve Board--fears that had dominated the market in early
summer and pushed long-term bond yields above 7.0 percent.
Once the market realized that the economy's pace had slowed, bond prices
rose from their 1996 lows and yields fell as they moved in the opposite
direction of bond prices. By the end of October, the 30-year Treasury bond yield
was near 6.5 percent.
During this recovery, municipal bonds rebounded even more than Treasuries,
due to a steady demand that outpaced supply. It is expected that on a nationwide
basis there will be little or no increase in the total number of municipal bonds
outstanding this year. The volume of new issues is expected to almost equal the
volume of bonds that were redeemed or called.
Continued on page two
1
<PAGE> 3
[CREDIT QUALITY GRAPH]
PORTFOLIO COMPOSITION BY CREDIT QUALITY AS OF OCTOBER 31, 1996
<TABLE>
<S> <C>
A 9.8%
AA 14.1%
AAA 57.9%
B 1.1%
BBB 17.1%
</TABLE>
Based upon credit quality ratings issued by Standard & Poor's. For securities
not rated by Standard & Poor's, the Moody's rating is used.
PERFORMANCE SUMMARY
Many closed-end municipal bond funds, such as this one, are currently
offering higher after-tax yields than taxable income alternatives. The Trust
generated a tax-exempt distribution as of 6.47 percent(3), based on the closing
stock price of $11.50 per common share as of October 31, 1996. For shareholders
in the federal income tax bracket of 36 percent, this distribution rate is
equivalent to a yield of 10.11 percent(4) on a taxable investment.
The Trust's one-year total return was 6.82 percent(1), including
reinvestment of all dividends, reflecting no net change in market price for the
period ended October 31, 1996.
Top Five Portfolio Holdings by Industry as of October
31, 1996
Health Care....................... 26.6%
Single-Family Housing............. 16.1%
Transportation.................... 10.5%
General Purpose................... 10.3%
Airport............................ 7.2%
ECONOMIC OUTLOOK
We believe Fed policy will remain unchanged through the end of the year. We
look for the long Treasury bond to trade within a range of 6.25 and 6.75 percent
and the 5-year Treasury to trade between 5.75 percent and 6.25 percent for the
remainder of 1996. After that, interest rates could rise moderately if the
economy rebounds to a 3.0 percent annual growth rate and inflation edges higher.
Based upon this view of moderate growth and slightly higher inflation, we
believe the outlook for fixed-income markets remains positive.
Relatively stable interest rates early next year would be favorable for the
leveraged structure of our closed-end funds, which involves borrowing short-term
funds to purchase long-term municipal securities. Depending on the difference
between long-term and short-term market rates, this structure provides
opportunities for additional earnings over time. The leveraged capital structure
of the Trust continues to provide common shareholders
Continued on page three
2
<PAGE> 4
with above-market levels of dividend income. It should be noted, however, that
the rise in short-term rates would have an unfavorable effect on common share
performance.
The bond market should find continued support from the results of the recent
national elections. With a Democratic president and a Republican Congress, there
should be checks on potential spending increases and tax cuts so the budget
deficit does not balloon out of control. This split government should also help
minimize chances of major tax reform, which would likely affect investment
markets, including municipal bonds.
The stock market is another factor that could influence the performance of
the bond market in the coming year. If stocks suffer a protracted setback, the
demand for bonds, including municipals, could increase.
We will closely monitor any new developments in Washington and in the
financial markets in order to evaluate their potential impact on the Trust. We
believe that in the coming year, the municipal market will continue to be an
attractive investment choice for investors seeking high current income. Thank
you for your continued confidence in your investment with Van Kampen American
Capital and for the privilege of working with you to help you achieve your
financial goals.
Sincerely,
[SIG]
- -------------------------------
Don G. Powell
Chairman
Van Kampen American Capital
Investment Advisory Corp.
[SIG]
- -------------------------------
Dennis J. McDonnell
President
Van Kampen American Capital
Investment Advisory Corp.
3
<PAGE> 5
PERFORMANCE RESULTS FOR THE PERIOD ENDED OCTOBER 31, 1996
VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
(AMEX TICKER SYMBOL--VKI)
<TABLE>
<CAPTION>
COMMON SHARE TOTAL RETURNS
<S> <C>
One-year total return based on market price(1)............. 6.82%
One-year total return based on NAV(2)...................... 7.44%
</TABLE>
DISTRIBUTION RATES
<TABLE>
<S> <C>
Distribution rate as a % of closing common stock
price(3)................................................... 6.47%
Taxable-equivalent distribution rate as a% of closing
common stock price(4)...................................... 10.11%
</TABLE>
SHARE VALUATIONS
<TABLE>
<S> <C>
Net asset value............................................ $ 13.51
Closing common stock price................................. $11.500
One-year high common stock price (03/06/96)................ $12.125
One-year low common stock price (05/06/96)................. $10.625
Preferred share (Series A) rate(5)......................... 3.36%
Preferred share (Series B) rate(5)......................... 3.30%
</TABLE>
(1)Total return based on market price assumes an investment at the market price
at the beginning of the period indicated, reinvestment of all distributions for
the period in accordance with the Trust's dividend reinvestment plan, and sale
of all shares at the closing common stock price at the end of the period
indicated.
(2)Total return based on net asset value (NAV) assumes an investment at the
beginning of the period indicated, reinvestment of all distributions for the
period, and sale of all shares at the end of the period, all at NAV.
(3)Distribution rate represents the monthly annualized distributions of the
Trust at the end of the period and not the earnings of the Trust.
(4)The taxable-equivalent distribution rate is calculated assuming a 36% federal
income tax bracket.
(5)See "Notes to Financial Statements" footnote #5, for more information
concerning Preferred Share reset periods.
A portion of the interest income may be taxable for those investors subject to
the federal alternative minimum tax (AMT).
Past performance does not guarantee future results. Investment return, stock
price and net asset value will fluctuate with market conditions. Trust shares,
when sold, may be worth more or less than their original cost.
4
<PAGE> 6
PORTFOLIO OF INVESTMENTS
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS
ALASKA 1.4%
$3,000 Alaska St Hsg Fin Corp Ser A Rfdg............ 5.000% 12/01/18 $ 2,682,540
------------
ARIZONA 1.0%
1,670 Pima Cnty, AZ Indl Dev Auth Indl Rev Lease
Oblig Irvington Proj Tucson Ser A Rfdg (FSA
Insd)........................................ 7.250 07/15/10 1,853,216
------------
CALIFORNIA 8.0%
3,000 Los Angeles Cnty, CA Tran Comm Sales Tax Rev
Prop C 2nd Sr Ser A (MBIA Insd).............. 6.250 07/01/13 3,186,120
1,000 Montebello, CA Unified Sch Dist Ctfs Partn
Cap Impts Proj............................... 6.300 06/01/11 1,030,990
2,000 Orange Cnty, CA Recovery Ctfs Partn Ser A
(MBIA Insd).................................. 6.000 07/01/08 2,159,380
4,000 (Orange Cnty, CA Recovery Ser A Rfdg (MBIA
Insd)........................................ 6.000 06/01/08 4,317,240
5,000 San Bernardino Cnty, CA Ctfs Partn Med Cent
Fin Proj (MBIA Insd)......................... 5.000 08/01/28 4,532,650
------------
15,226,380
------------
COLORADO 5.7%
1,000 Arapahoe Cnty, CO Cap Impt Trust Fund Hwy Rev
E-470 Proj Ser B............................. 7.000 08/31/26 1,085,080
5,000 Arapahoe Cnty, CO Cap Impt Trust Fund Hwy Rev
E-470 Proj Ser C............................. * 08/31/26 588,300
4,680 Colorado Hsg Fin Auth Single Family Pgm Sr
Ser A........................................ 8.000 06/01/25 5,307,214
1,605 Colorado Hsg Fin Auth Single Family Pgm Sr
Ser B1....................................... 7.650 11/01/26 1,792,994
810 Colorado Hsg Fin Auth Single Family Pgm Sr
Ser E........................................ 8.125 12/01/24 908,950
1,100 Denver, CO City & Cnty Arpt Rev Ser A........ 8.500 11/15/23 1,260,919
------------
10,943,457
------------
CONNECTICUT 1.1%
2,000 Mashantucket Western Pequot Tribe Conn Spl
Rev Ser A-144A (d)........................... 6.400 09/01/11 2,007,180
------------
FLORIDA 0.2%
2,000 Dade Cnty, FL Professional Sports Franchise
Fac Tax Rev (MBIA Insd)...................... * 10/01/28 318,520
------------
GEORGIA 2.0%
3,460 De Kalb Cnty, GA Hsg Auth Multi-Family Hsg
Rev North Hill Apts Proj Rfdg (FNMA
Collateralized).............................. 6.625 01/01/25 3,798,872
------------
ILLINOIS 10.0%
2,090 Alton, IL Hosp Fac Rev Saint Anthony's Hlth
Cent Rfdg.................................... 5.500 09/01/06 2,020,257
5,000 Chicago, IL O'Hare Intl Arpt Rev Sr Lien Ser
A Rfdg....................................... 5.000 01/01/12 4,771,900
7,375 Illinois Hlth Fac Auth Rev Swedish American
Hosp Rfdg (AMBAC Insd)....................... 5.375 11/15/13 7,162,597
4,850 Illinois Hsg Dev Auth Rev Homeowner Mtg
Subser A-2................................... 7.125 08/01/26 5,151,913
------------
19,106,667
------------
IOWA 0.6%
1,300 Ottumwa, IA Hosp Fac Rev Ottumwa Regl Hlth
Rfdg & Impt.................................. 6.000 10/01/18 1,239,095
------------
</TABLE>
See Notes to Financial Statements
5
<PAGE> 7
PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- ---------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
KENTUCKY 1.5%
$3,000 Louisville & Jefferson Cnty, KY Metro Swr
Dist Drainage Rev Rfdg (MBIA Insd)........... 5.300% 05/15/19 $ 2,868,870
------------
LOUISIANA 1.8%
1,400 Louisiana Pub Fac Auth Rev Hlth Fac Glen
Retirement
Ser A........................................ 6.700 12/01/25 1,395,982
1,750 Saint Charles Parish, LA Pollutn Ctl Rev LA
Pwr & Lt Co Proj (FSA Insd).................. 7.500 06/01/21 1,959,248
------------
3,355,230
------------
MARYLAND 3.6%
2,955 Maryland St Cmnty Dev Admin Dept Hsg & Cmnty
Dev Single Family Pgm........................ 6.800 04/01/24 3,057,952
4,000 Maryland St Hlth & Higher Edl Fac Auth Rev
Subn Hosp Rfdg (AMBAC Insd).................. 5.000 07/01/13 3,777,000
------------
6,834,952
------------
MASSACHUSETTS 5.5%
1,200 Massachusetts Bay Tran Auth MA Genl Tran Sys
Ser A Rfdg................................... 6.250 03/01/12 1,303,368
2,665 Massachusetts Muni Whsl Elec Co Pwr Supply
Sys Rev Ser B Rfdg (MBIA Insd)............... 5.000 07/01/12 2,511,389
2,150 Massachusetts St Cons Ln Ser D............... 7.000 07/01/07 2,365,215
2,550 Massachusetts St Hlth & Edl Fac Auth Rev
Saint Mem Med Cent Ser A..................... 6.000 10/01/23 2,118,974
2,150 Massachusetts St Hsg Fin Agy Hsg Rev Insd
Rental Ser A (AMBAC Insd) (b)................ 6.650 07/01/19 2,231,980
------------
10,530,926
------------
MICHIGAN 2.4%
2,000 Detroit, MI Downtown Dev Auth Tax Increment
Rev Dev Area No 1 Proj Ser C1................ 6.250 07/01/25 2,040,480
2,500 Detroit, MI Wtr Supply Sys Rev Rfdg (FGIC
Insd)........................................ 6.250 07/01/12 2,629,325
------------
4,669,805
------------
MISSISSIPPI 2.8%
3,000 Mississippi Home Corp Single Family Rev Mtg
Ser C (GNMA Collateralized) (c).............. 5.500/7.600 06/01/29 3,313,080
2,060 Mississippi Home Corp Single Family Rev Mtg
Ser F (GNMA Collateralized).................. 6.250 12/01/16 2,091,291
------------
5,404,371
------------
MISSOURI 1.0%
2,000 Kansas City, MO Muni Assistance Corp Rev Rfdg
(MBIA Insd).................................. 5.000 04/15/20 1,857,860
------------
NEW MEXICO 0.9%
1,580 New Mexico Mtg Fin Auth Single Family Mtg Pgm
Ser H (GNMA Collateralized).................. 6.600 07/01/15 1,641,825
------------
</TABLE>
See Notes to Financial Statements
6
<PAGE> 8
PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- ---------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
NEW YORK 18.2%
$3,000 New York City Ser G.......................... 6.000% 02/01/11 $ 2,971,380
5,000 New York City Ser H.......................... 7.200 02/01/13 5,392,600
6,250 New York St Energy Resh & Dev Auth Fac Rev
Cons Edison Co NY Inc Proj Ser A (MBIA
Insd)........................................ 6.750 01/15/27 6,684,625
1,250 New York St Energy Resh & Dev Auth Fac Rev
Cons Edison Co NY Inc Proj Ser B (MBIA
Insd)........................................ 6.375 12/01/27 1,305,938
1,000 New York St Med Care Fac Fin Agy Rev Long
Term Hlthcare Ser C (FSA Insd)............... 6.400 11/01/14 1,058,800
3,000 New York St Med Care Fac Fin Agy Rev NY Hosp
Mtg Ser A (AMBAC Insd)....................... 6.200 08/15/05 3,278,910
3,000 New York St Med Care Fac Fin Agy Rev NY Hosp
Mtg Ser A (AMBAC Insd)....................... 6.800 08/15/24 3,317,010
2,175 New York St Med Care Fac Fin Agy Rev Ser A... 6.800 02/15/20 2,252,495
1,450 New York St Pwr Auth Rev & Genl Purp Ser CC
Rfdg (AMBAC Insd)............................ 5.125 01/01/10 1,408,008
1,000 New York St Thruway Auth Svc Contract Rev Loc
Hwy & Brdg (MBIA Insd)....................... 5.125 04/01/07 1,001,240
2,500 Port Auth NY & NJ Cons 67th Ser.............. 6.875 01/01/25 2,666,325
3,505 Port Auth NY & NJ Cons 92nd Ser.............. 5.000 07/15/15 3,260,912
----------
34,598,243
----------
NORTH CAROLINA 1.0%
2,000 Martin Cnty, NC Indl Fac & Pollutn Ctl Fin
Auth Rev Solid Waste Weyerhaeuser Co......... 5.650 12/01/23 1,953,820
----------
OHIO 0.6%
1,165 Marion Cnty, OH Hosp Impt Rev Cmnty Hosp
Rfdg......................................... 6.100 05/15/06 1,183,815
----------
OKLAHOMA 4.9%
3,500 Shawnee, OK Hosp Auth Hosp Rev Midamerica
Hlthcare Inc Rfdg............................ 6.125 10/01/14 3,379,250
2,780 Tulsa, OK Arpts Impt Trust Genl Rev (MBIA
Insd)........................................ 7.700 06/01/13 2,906,240
2,785 Tulsa, OK Indl Auth Hosp Rev Hillcrest Med
Cent Proj Rfdg (Connie Lee Insd)............. 6.250 06/01/06 2,990,310
-----------
9,275,800
-----------
OREGON 3.8%
2,010 Emerald Peoples Util Dist OR Elec Sys Rev
(FGIC Insd).................................. 7.350 11/01/09 2,417,849
3,000 Oregon Hlth Sciences Univ Rev Ser B (MBIA
Insd)........................................ 5.250 07/01/28 2,868,390
2,000 Oregon St Econ Dev Rev Georgia Pacific
Corp......................................... 6.350 08/01/25 2,036,400
-----------
7,322,639
-----------
PENNSYLVANIA 2.5%
3,200 Philadelphia, PA Wtr & Wastewtr Rev Rfdg (Cap
Guar Insd)................................... 5.000 06/15/16 2,956,800
1,700 Sharon, PA Regl Hlth Sys Auth Hosp Rev Sharon
Regl Hlth Sys Proj A Rfdg.................... 6.875 12/01/09 1,782,756
-----------
4,739,556
-----------
</TABLE>
See Notes to Financial Statements
7
<PAGE> 9
PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- -----------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
RHODE ISLAND 2.2%
$3,915 Rhode Island Hsg & Mtg Fin Corp Homeownership
Oppty Ser E1 (FHA Gtd)....................... 7.500% 10/01/11 $ 4,114,978
------------
TEXAS 9.5%
2,220 Bexar Cnty, TX Hlth Fac Dev Corp Hosp Rev
Baptist Mem Hosp Sys Proj (MBIA Insd)........ 6.625 02/15/12 2,431,300
3,065 Bexar Cnty, TX Hlth Fac Dev Corp Hosp Rev
Baptist Mem Hosp Sys Proj (MBIA Insd)........ 6.625 02/15/13 3,356,727
2,070 Bexar Cnty, TX Hlth Fac Dev Corp Hosp Rev
Baptist Mem Hosp Sys Proj (MBIA Insd)........ 6.500 08/15/15 2,252,098
2,200 Brazos River Auth TX Pollutn Ctl Rev Coll TX
Util Elec Co Proj Ser A...................... 8.250 01/01/19 2,374,240
1,705 Brownsville, TX Util Sys Rev................. 7.375 01/01/10 1,932,311
3,480 Houston, TX Arpt Sys Rev..................... 9.500 07/01/10 4,545,541
1,170 Temple, TX Jr College Dist Hsg Rfdg (MBIA
Insd)........................................ 5.250 07/01/18 1,115,349
------------
18,007,566
------------
VIRGINIA 1.7%
3,000 Fairfax Cnty, VA Econ Dev Auth Res Recovery
Rev Ogden Martin Sys Proj Ser A.............. 7.750 02/01/11 3,245,970
------------
WYOMING 0.9%
1,500 Laramie Cnty, WY Hosp Rev Mem Hosp Proj
(AMBAC Insd)................................. 6.700 05/01/12 1,634,715
------------
PUERTO RICO 3.4%
6,000 Puerto Rico Comwlth Hwy & Tran Ser Y
(Embedded Cap) (FSA Insd).................... 5.730 07/01/21 6,573,060
------------
TOTAL LONG-TERM INVESTMENTS 98.2%
(Cost $177,313,382) (a)..................................................... 186,989,928
OTHER ASSETS IN EXCESS OF LIABILITIES 1.8%................................... 3,335,070
------------
NET ASSETS 100.0%............................................................ $190,324,998
============
</TABLE>
*Zero coupon bond
(a) At October 31, 1996, for federal income tax purposes, cost is $177,313,382,
the aggregate gross unrealized appreciation is $10,109,694 and the aggregate
gross unrealized depreciation is $433,148, resulting in net unrealized
appreciation of $9,676,546.
(b) Assets segregated as collateral for open option transactions.
(c) Security is a "Step-up" bond where the coupon increases or steps up at a
predetermined date.
(d) 144A securities are those which are exempt from registration under Rule 144A
of the Securities Act of 1933. These securities may be resold in
transactions exempt from registration which are normally transactions with
qualified institutional buyers.
See Notes to Financial Statements
8
<PAGE> 10
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments, at Market Value (Cost $177,313,382) (Note 1)............... $186,989,928
Cash.................................................................... 157,025
Receivables:
Interest.............................................................. 3,454,049
Securities Sold....................................................... 87,838
Unamortized Organizational Expenses (Note 1)............................ 14,541
Options at Market Value (Net premiums paid of $75,323) (Note 4)......... 6,875
Other................................................................... 2,743
------------
Total Assets...................................................... 190,712,999
------------
LIABILITIES:
Payables:
Investment Advisory Fee (Note 2)...................................... 104,559
Income Distributions -- Common and Preferred Shares................... 55,796
Administrative Fee (Note 2)........................................... 32,172
Affiliates (Note 2)................................................... 4,950
Accrued Expenses........................................................ 145,498
Deferred Compensation and Retirement Plans (Note 2)..................... 45,026
------------
Total Liabilities................................................. 388,001
------------
NET ASSETS.............................................................. $190,324,998
============
NET ASSETS CONSIST OF:
Preferred Shares ($.01 par value, authorized 100,000,000 shares, 1,600
issued with liquidation preference of $50,000 per share) (Note 5)..... $ 80,000,000
------------
Common Shares ($.01 par value with an unlimited number of shares
authorized, 8,168,211 shares issued and outstanding).................. 81,682
Paid in Surplus......................................................... 120,809,877
Net Unrealized Appreciation on Securities............................... 9,608,098
Accumulated Undistributed Net Investment Income......................... 415,800
Accumulated Net Realized Loss on Securities............................. (20,590,459)
------------
Net Assets Applicable to Common Shares............................ 110,324,998
------------
NET ASSETS.............................................................. $190,324,998
============
NET ASSET VALUE PER COMMON SHARE ($110,324,998 divided by
8,168,211 shares outstanding)......................................... $ 13.51
============
</TABLE>
See Notes to Financial Statements
9
<PAGE> 11
STATEMENT OF OPERATIONS
For the Year Ended October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest................................................................ $11,274,240
-----------
EXPENSES:
Investment Advisory Fee (Note 2)........................................ 1,228,506
Administrative Fee (Note 2)............................................. 378,002
Preferred Share Maintenance (Note 5).................................... 247,991
Trustees Fees and Expenses (Note 2)..................................... 28,517
Legal (Note 2).......................................................... 16,450
Amortization of Organizational Expenses (Note 1)........................ 8,019
Other................................................................... 204,136
-----------
Total Expenses...................................................... 2,111,621
-----------
NET INVESTMENT INCOME................................................... $ 9,162,619
===========
REALIZED AND UNREALIZED GAIN/LOSS ON SECURITIES:
Realized Gain/Loss on Securities:
Investments........................................................... $ 583,041
Options............................................................... 151,817
-----------
Net Realized Gain on Securities......................................... 734,858
-----------
Unrealized Appreciation/Depreciation on Securities:
Beginning of the Period............................................... 8,822,016
-----------
End of the Period:
Investments......................................................... 9,676,546
Options............................................................. (68,448)
-----------
9,608,098
-----------
Net Unrealized Appreciation on Securities During the Period............. 786,082
-----------
NET REALIZED AND UNREALIZED GAIN ON SECURITIES.......................... $ 1,520,940
===========
NET INCREASE IN NET ASSETS FROM OPERATIONS.............................. $10,683,559
===========
</TABLE>
See Notes to Financial Statements
10
<PAGE> 12
STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended October 31, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1996 October 31, 1995
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income................................... $ 9,162,619 $ 9,403,681
Net Realized Gain/Loss on Securities.................... 734,858 (9,652,675)
Net Unrealized Appreciation on Securities
During the Period..................................... 786,082 21,537,581
----------- ----------
Change in Net Assets from Operations.................... 10,683,559 21,288,587
----------- ----------
Distributions from Net Investment Income:
Common Shares......................................... (6,211,780) (6,812,226)
Preferred Shares...................................... (2,886,832) (3,163,786)
----------- ----------
Total Distributions..................................... (9,098,612) (9,976,012)
----------- ----------
NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES..... 1,584,947 11,312,575
NET ASSETS:
Beginning of the Period................................. 188,740,051 177,427,476
----------- -----------
End of the Period (Including undistributed net
investment income of $415,800 and $351,793,
respectively)......................................... $190,324,998 $188,740,051
=========== ===========
</TABLE>
See Notes to Financial Statements
11
<PAGE> 13
FINANCIAL HIGHLIGHTS
The following schedule presents financial highlights for one common share of
the Trust outstanding throughout the periods indicated.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
August 27, 1993
(Commencement
Year Ended October 31, of Investment
----------------------------- Operations) to
1996 1995 1994 October 31, 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value,
Beginning of the Period (a)......... $13.313 $11.928 $14.972 $14.921
------ ------ ------ ------
Net Investment Income............... 1.122 1.151 1.120 .085
Net Realized and Unrealized Gain/Loss
on Securities..................... .186 1.455 (3.072) .125
------ ------ ------ ------
Total from Investment Operations...... 1.308 2.606 (1.952) .210
------ ------ ------ ------
Less Distributions from Net Investment
Income:
Paid to Common Shareholders....... .761 .834 .834 -0-
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders.................... .353 .387 .258 -0-
------ ------ ------ ------
Total Distributions................... 1.114 1.221 1.092 -0-
------ ------ ------ ------
Net Asset Value, End of the Period.... $13.507 $13.313 $11.928 $15.131
====== ====== ====== ======
Market Price Per Share at End of the
Period.............................. $11.500 $11.500 $9.875 $14.625
Total Investment Return at
Market Price (b).................... 6.82% 25.22% (27.65%) (2.50%)*
Total Return at Net Asset Value (c)... 7.44% 19.09% (16.10%) .87%*
Net Assets at End of the Period (In
millions)........................... $190.3 $188.7 $177.4 $123.6
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares.............................. 1.94% 1.98% 1.82% 1.30%
Ratio of Expenses to Average Net
Assets.............................. 1.12% 1.12% 1.09% 1.30%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares (d)................... 5.77% 6.01% 6.34% 3.40%
Portfolio Turnover.................... 37% 79% 214% 24%*
</TABLE>
(a) Net asset value at August 27, 1993, of $15.000 is adjusted for common share
offering costs of $.079 per common share. Net asset value at October 31,
1993 of $15.131 is adjusted for preferred share offering costs of $.159 per
common share.
(b) Total investment return at market value of the common shares for the period
indicated with reinvestment of dividends in accordance with the Trust's
dividend reinvestment plan.
(c) Total return at net asset value (NAV) reflects the change in value of the
Trust's assets with reinvestment of dividends based upon NAV.
(d) Net investment income is adjusted for the common share equivalent of
distributions paid to preferred shareholders.
* Non-Annualized
See Notes to Financial Statements
12
<PAGE> 14
NOTES TO FINANCIAL STATEMENTS
October 31, 1996
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Van Kampen American Capital Advantage Municipal Income Trust II (the "Trust") is
registered as a diversified closed-end management investment company under the
Investment Company Act of 1940, as amended. The Trust's investment objective is
to provide a high level of current income exempt from federal income tax,
consistent with preservation of capital. The Trust will invest substantially all
of its assets in municipal securities rated investment grade at the time of
investment. The Trust commenced investment operations on August 27, 1993.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
A. SECURITY VALUATION--Investments are stated at value using market quotations
or, if such valuations are not available, estimates obtained from yield data
relating to instruments or securities with similar characteristics in accordance
with procedures established in good faith by the Board of Trustees. Short-term
securities with remaining maturities of 60 days or less are valued at amortized
cost.
B. SECURITY TRANSACTIONS--Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when issued" or "delayed delivery"
basis with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Trust will
maintain, in a segregated account with its custodian, assets having an aggregate
value at least equal to the amount of the when issued or delayed delivery
purchase commitments until payment is made. At October 31, 1996, there were no
when issued or delayed delivery purchase commitments.
C. INVESTMENT INCOME--Interest income is recorded on an accrual basis. Bond
premium and original issue discount are amortized over the expected life of each
applicable security.
D. ORGANIZATIONAL EXPENSES--The Trust has reimbursed Van Kampen American Capital
Distributors, Inc. or its affiliates (collectively "VKAC") for costs incurred in
13
<PAGE> 15
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
connection with the Trust's organization in the amount of $40,000. These costs
are being amortized on a straight line basis over the 60 month period ending
August 26, 1998. Van Kampen American Capital Investment Advisory Corp. (the
"Adviser") has agreed that in the event any of the initial shares of the Trust
originally purchased by VKAC are redeemed during the amortization period, the
Trust will be reimbursed for any unamortized organizational expenses in the same
proportion as the number of shares redeemed bears to the number of initial
shares held at the time of redemption.
E. FEDERAL INCOME TAXES--It is the Trust's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no provision for federal income taxes is required.
The Trust intends to utilize provisions of the federal income tax laws which
allow it to carry a realized capital loss forward for eight years following the
year of the loss and offset such losses against any future realized capital
gains. At October 31, 1996, the Trust had an accumulated capital loss
carryforward for tax purposes of $20,658,907 which will expire between October
31, 2002 and October 31, 2003. Net realized gains or losses may differ for
financial and tax reporting purposes primarily as a result of gains or losses
recognized for tax purposes on the mark-to-market of open option contracts at
October 31, 1996, the Fund's year-end.
F. DISTRIBUTION OF INCOME AND GAINS--The Trust declares and pays dividends from
net investment income to common shareholders monthly. Net realized gains, if
any, are distributed annually on a pro rata basis to common and preferred
shareholders.
For the year ended October 31, 1996, 98.8% of the income distributions made
by the Trust were exempt from federal income taxes. In January, 1997, the Trust
will provide tax information to shareholders for the 1996 calendar year.
2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the Trust's Investment Advisory Agreement, the Adviser will
provide investment advice and facilities to the Trust for an annual fee payable
monthly of .65% of the average net assets of the Trust. In addition, the Trust
will pay a monthly administrative fee to VKAC, the Trust's Administrator, at an
annual rate of .20% of the average net assets of the Trust. The administrative
services provided by the Administrator include record keeping and reporting
responsibilities with respect to the Trust's portfolio and preferred shares and
providing certain services to shareholders.
14
<PAGE> 16
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
Certain legal expenses are paid to Skadden, Arps, Slate, Meagher & Flom,
counsel to the Trust, of which a trustee of the Trust is an affiliated person.
For the year ended October 31, 1996, the Trust recognized expenses of
approximately $30,200 representing VKAC's cost of providing accounting and legal
services to the Trust.
Certain officers and trustees of the Trust are also officers and directors
of VKAC. The Trust does not compensate its officers or trustees who are officers
of VKAC.
The Trust has implemented deferred compensation and retirement plans for its
trustees. Under the deferred compensation plan, trustees may elect to defer all
or a portion of their compensation to a later date. The retirement plan covers
those trustees who are not officers of VKAC.
At October 31, 1996, VKAC owned 6,700 common shares of the Trust.
3. INVESTMENT TRANSACTIONS
During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $69,102,414 and $70,618,591,
respectively.
4. DERIVATIVE FINANCIAL INSTRUMENTS
A derivative financial instrument in very general terms refers to a security
whose value is "derived" from the value of an underlying asset, reference rate
or index.
The Trust has a variety of reasons to use derivative instruments, such as to
attempt to protect the Trust against possible changes in the market value of its
portfolio and to manage the portfolio's effective yield, maturity and duration.
All of the Trust's portfolio holdings, including derivative instruments, are
marked to market each day with the change in value reflected in the unrealized
appreciation/depreciation on investments. Upon disposition, a realized gain or
loss is recognized accordingly, except for exercised option contracts where the
recognition of gain or loss is postponed until the disposal of the security
underlying the option contract.
Summarized below are the specific types of derivative financial instruments
used by the Trust.
A. OPTION CONTRACTS--An option contract gives the buyer the right, but not the
obligation to buy (call) or sell (put) an underlying item at a fixed exercise
price during a specified period. These contracts are generally used by the Trust
to manage the portfolio's effective maturity and duration.
15
<PAGE> 17
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
Transactions in options for the year ended October 31, 1996, were as
follows:
<TABLE>
<CAPTION>
CONTRACTS PREMIUM
- --------------------------------------------------------------------------
<S> <C> <C>
Outstanding at October 31, 1995................. -0- $ -0-
Options Written and Purchased (Net)............. 1,488 (1,447,385)
Options Terminated in Closing Transactions
(Net)......................................... (1,448) 1,372,062
----- ----------
Outstanding at October 31, 1996................. 40 $ (75,323)
===== ===========
</TABLE>
The related futures contracts of the outstanding option transaction as of
October 31, 1996, and the description and market value are as follows:
<TABLE>
<CAPTION>
EXPIRATION MONTH/ MARKET VALUE
CONTRACTS EXERCISE PRICE OF OPTION
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. Treasury Bond Future
Dec 1996 Purchased Put...... 40 Nov/110 $6,875
==
=======
</TABLE>
B. EMBEDDED CAPS--These securities, which are identified in the portfolio of
investments, include a cap strike level such that the coupon payment may be
supplemented by cap payments if the floating rate index upon which the cap is
based rises above the strike level. The price of these securities may be more
volatile than the price of a comparable fixed rate security. The Trust invests
in these instruments as a hedge against a rise in the short-term interest rates
which it pays on its preferred shares.
5. PREFERRED SHARES
The Trust has outstanding 1,600 Auction Preferred Shares ("APS") in two series
of 800 shares each. Dividends are cumulative and the dividend rate is currently
reset every seven days for both series through an auction process. The average
rate in effect on October 31, 1996, was 3.330%. During the year ended October
31, 1996, the rates ranged from 3.225% to 4.875%.
The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of Preferred Share Maintenance
expense.
The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $50,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.
16
<PAGE> 18
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Trustees and Shareholders of
Van Kampen American Capital Advantage Municipal Income Trust II:
We have audited the accompanying statement of assets and liabilities of Van
Kampen American Capital Advantage Municipal Income Trust II (the "Trust"),
including the portfolio of investments, as of October 31, 1996, and the related
statement of operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and the financial
highlights for each of the periods presented. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1996, by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen American Capital Advantage Municipal Income Trust II as of October 31,
1996, the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights for each of the periods presented, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Chicago, Illinois
December 4, 1996
17
<PAGE> 19
DIVIDEND REINVESTMENT PLAN
The Trust offers a dividend reinvestment plan (the "Plan") pursuant to which
Common Shareholders may elect to have dividends and capital gains distributions
reinvested in Common Shares of the Trust. The Trust declares dividends out of
net investment income, and will distribute annually net realized capital gains,
if any. Common Shareholders may join or withdraw from the Plan at any time.
If you decide to participate in the Plan, State Street Bank and Trust
Company, as your Plan Agent, will automatically invest your dividends and
capital gains distributions in Common Shares of the Trust for your account.
HOW TO PARTICIPATE
If you wish to participate and your shares are held in your own name, call
1-800-341-2929 for more information and a Plan brochure. If your shares are held
in the name of a brokerage firm, bank, or other nominee, you should contact your
nominee to see if it would participate in the Plan on your behalf. If you wish
to participate in the Plan, but your brokerage firm, bank or nominee is unable
to participate on your behalf, you should request that your shares be re-
registered in your own name which will enable your participation in the Plan.
HOW THE PLAN WORKS
Participants in the Plan will receive the equivalent in Common Shares valued on
the valuation date, generally at the lower of market price or net asset value,
except as specified below. The valuation date will be the dividend or
distribution payment date or, if that date is not a trading day on the national
securities exchange or market system on which the Common Shares are listed for
trading, the next preceding trading day. If the market price per Common Share on
the valuation date equals or exceeds net asset value per Common Share on that
date, the Trust will issue new Common Shares to participants valued at the
higher of net asset value or 95% of the market price on the valuation date. In
the foregoing situation, the Trust will not issue Common Shares under the Plan
below net asset value. If net asset value per Common Share on the valuation date
exceeds the market price per Common Share on that date, or if the Board of
Trustees should declare a dividend or capital gains distribution payable to the
Common Shareholders only in cash, participants in the Plan will be deemed to
have elected to receive Common Shares from the Trust valued at the market price
on that date. Accordingly, in this circumstance, the Plan Agent will, as agent
for the participants, buy the Trust's Common Shares in the open market for the
participants' accounts on or shortly after the payment date. If, before the Plan
Agent has completed its purchases, the market price exceeds the net asset value
per share of the Common Shares, the average per share purchase price paid by the
Plan Agent may exceed the net asset value of the Trust's Common Shares,
resulting in the acquisition of fewer Common Shares than if the dividend or
distribution had been paid in Common Shares issued by the Trust. All
reinvestments are in full and fractional Common Shares and are carried to three
decimal places.
Experience under the Plan may indicate that changes are desirable.
Accordingly, the Trust reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written notice of the
changes sent to all Common Shareholders of the Trust at least 90 days before the
record date for the dividend or distribution. The Plan also may be amended or
terminated by the Plan Agent by at least 90 days written notice to all Common
Shareholders of the Trust.
COSTS OF THE PLAN
The Plan Agent's fees for the handling of the reinvestment of dividends and
distributions will be paid by the Trust. However, each participant will pay a
pro rata share of brokerage commissions incurred with respect to the Plan
Agent's open market purchases in connection with the reinvestment of dividends
and distributions. No other charges will be made to participants for reinvesting
dividends or capital gains distributions, except for certain brokerage
commissions, as described above.
TAX IMPLICATIONS
You will receive tax information annually for your personal records and to help
you prepare your federal income tax return. The automatic reinvestment of
dividends and capital gains distributions does not relieve you of any income tax
which may be payable on dividends or distributions.
RIGHT TO WITHDRAW
Plan participants may withdraw at any time by calling 1-800-341-2929 or by
writing State Street Bank and Trust Company, P.O. Box 8200, Boston, MA
02266-8200. If you withdraw, you will receive, without charge, a share
certificate issued in your name for all full Common Shares credited to your
account under the Plan and a cash payment will be made for any fractional Common
Share credited to your account under the Plan. You may again elect to
participate in the Plan at any time by calling 1-800-341-2929 or writing to the
Trust at:
Van Kampen American Capital
Attn.: Closed-End Funds
2800 Post Oak Blvd.
Houston, TX 77056
18
<PAGE> 20
FUNDS DISTRIBUTED BY VAN KAMPEN AMERICAN CAPITAL
GLOBAL AND
INTERNATIONAL
Global Equity Fund
Global Government Securities Fund
Global Managed Assets Fund
Short-Term Global Income Fund
Strategic Income Fund
EQUITY
Growth
Aggressive Growth Fund
Emerging Growth Fund
Enterprise Fund
Pace Fund
Growth & Income
Balanced Fund
Comstock Fund
Equity Income Fund
Growth and Income Fund
Harbor Fund
Real Estate Securities Fund
Utility Fund
FIXED INCOME
Corporate Bond Fund
Government Securities Fund
High Income Corporate Bond Fund
High Yield Fund
Limited Maturity Government Fund
Prime Rate Income Trust
Reserve Fund
U.S. Government Fund
U.S. Government Trust for Income
TAX-FREE
California Insured Tax Free Fund
Florida Insured Tax Free
Income Fund
High Yield Municipal Fund
Insured Tax Free Income Fund
Intermediate Term Municipal
Income Fund
Municipal Income Fund
New Jersey Tax Free Income Fund
New York Tax Free Income Fund
Pennsylvania Tax Free Income Fund
Tax Free High Income Fund
Tax Free Money Fund
THE GOVETT FUNDS
Emerging Markets Fund
Global Income Fund
International Equity Fund
Latin America Fund
Pacific Strategy Fund
Smaller Companies Fund
Ask your investment representative for a prospectus containing more complete
information, including sales charges and expenses. Please read it carefully
before you invest or send money. Or call us direct at 1-800-341-2911 weekdays
from 7:00 a.m. to 7:00 p.m. Central time.
19
<PAGE> 21
VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
BOARD OF TRUSTEES
DAVID C. ARCH
ROD DAMMEYER
HOWARD J KERR
DENNIS J. MCDONNELL*--Chairman
THEODORE A. MYERS
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN*
OFFICERS
DENNIS J. MCDONNELL*
President
RONALD A. NYBERG*
Vice President and Secretary
EDWARD C. WOOD, III*
Vice President and Chief Financial Officer
CURTIS W. MORELL*
Vice President and Chief Accounting Officer
JOHN L. SULLIVAN*
Treasurer
TANYA M. LODEN*
Controller
PETER W. HEGEL*
Vice President
INVESTMENT ADVISER
VAN KAMPEN AMERICAN CAPITAL
INVESTMENT ADVISORY CORP.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
CUSTODIAN AND
TRANSFER AGENT
STATE STREET BANK
AND TRUST COMPANY
225 Franklin Street
P.O. Box 1713
Boston, Massachusetts 02105
LEGAL COUNSEL
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
333 West Wacker Drive
Chicago, Illinois 60606
INDEPENDENT ACCOUNTANTS
KPMG PEAT MARWICK LLP
Peat Marwick Plaza
303 East Wacker Drive
Chicago, Illinois 60601
* "Interested" persons of the Trust, as defined in the Investment Company Act of
1940.
(C) Van Kampen American Capital Distributors, Inc., 1996 All rights reserved.
(SM) denotes a service mark of Van Kampen American Capital Distributors, Inc.
RESULTS OF SHAREHOLDER VOTES
An Annual Meeting of Shareholders of the Trust was held on May 23, 1996, where
shareholders voted on the election of trustees and the selection of independent
public accountants. With regard to the election of Don G. Powell as elected
trustee by the common shareholders of the Trust, 5,984,149 shares voted in his
favor, 116,174 withheld. With regard to the election of Hugo F. Sonnenschein as
elected trustee by the common shareholders of the Trust, 5,984,953 shares voted
in his favor, 115,370 withheld. With regard to the election of Theodore A. Myers
as elected trustee by the preferred shareholders of the Trust, 1,304 shares
voted in his favor, 0 withheld. With regard to the ratification of KPMG Peat
Marwick LLP as independent public accountants for the Trust, 5,992,815 voted in
favor, 44,493 voted against and 64,320 abstained.
A Special Meeting of Shareholders of the Trust was held on October 23, 1996,
where shareholders voted on a new investment advisory agreement and changes to
investment policies. With regard to the approval of a new investment advisory
agreement between Van Kampen American Capital Investment Advisory Corp. and the
Trust, 6,730,566 shares voted for the proposal, 123,732 voted against and
216,237 abstained. With regard to the approval of certain changes to the Trust's
fundamental investment policies with respect to investment in other investment
companies, 3,422,970 shares voted for the proposal, 182,418 voted against and
213,021 abstained.
20
