<PAGE> 1
TABLE OF CONTENTS
<TABLE>
<S> <C>
Letter to Shareholders........................... 1
A Farewell from the Chairman..................... 6
Glossary of Terms................................ 7
Performance Results.............................. 9
Portfolio of Investments......................... 10
Statement of Assets and Liabilities.............. 15
Statement of Operations.......................... 16
Statement of Changes in Net Assets............... 17
Financial Highlights............................. 18
Notes to Financial Statements.................... 19
Report of Independent Accountants................ 25
Dividend Reinvestment Plan....................... 26
</TABLE>
VKI ANR 12/98
<PAGE> 2
LETTER TO SHAREHOLDERS
November 20, 1998
Dear Shareholder,
The past decade has been a
remarkable time for investors.
Together, we've witnessed one of the
greatest bull markets in investment
history, unprecedented growth in mutual
fund investing, and a surge in personal
retirement planning. The coming
millennium promises to hold even more [PHOTO]
challenges and opportunities.
To lead us into this new era of
investing, we are proud to announce DENNIS J. MCDONNELL AND DON G. POWELL
that Richard F. Powers III has joined
Van Kampen as President and Chief Executive Officer, and will assume the
additional role of Chairman of Van Kampen in 1999. He comes to us from our
parent company, Morgan Stanley Dean Witter & Co., where he served as Executive
Vice President and Director of Marketing. Dick Powers brings 27 years of
experience in the financial services industry, including vast expertise in
product management, strategic planning and brand development. While at Morgan
Stanley Dean Witter, he developed many of the firm's core products and services.
You'll hear more from Dick Powers in the coming months as he becomes
increasingly involved in matters related to your Trust and joins Dennis
McDonnell in addressing shareholders in future reports. (See Don Powell's
farewell to shareholders on page 6.)
ECONOMIC OVERVIEW
After two years of solid gains, the U.S. economy began to lose some of its
luster during the reporting period. No longer immune to the global economic
turmoil, the economy retreated from a 5.5 percent annual growth rate in the
first quarter to a tepid 1.8 percent in the second quarter (as measured by gross
domestic product). By the third quarter, however, growth rebounded to a 3.3
percent annual rate.
A strong dollar was largely responsible for moderating economic growth. As
the Asian financial crisis worsened and spread to other regions, foreign
investors amassed dollar-denominated U.S. Treasury bonds. These purchases sent
the dollar sharply higher, which increased the price of U.S. exports and slashed
the price of imports--resulting in reduced demand for U.S. goods and services
abroad. In light of the reduced demand and global economic problems, corporate
earnings fell, business investment declined, and stock prices plummeted. By the
end of August, the Dow Jones Industrial Average was down 19 percent from its
record high, set in mid-July. Although the stock market has since recovered much
of its losses, consumer confidence has declined and growth in consumer spending
has slowed.
Concerns about further economic deterioration, weakness in the stock market,
and a potential credit crunch prompted the Federal Reserve Board to cut
short-term interest rates
Continued on page 2
1
<PAGE> 3
0.25 percent in late September. It was the first rate cut in almost three years
and was followed by additional cuts of 0.25 percent in October and November.
Despite these rate cuts, the Fed took care to note that inflation was well
contained.
MARKET OVERVIEW
The volatility in overseas markets and U.S. stocks was a boon to bonds.
Foreign investors bought U.S. Treasury bonds in an attempt to escape the global
turmoil, while domestic investors purchased them to avoid further losses in U.S.
stocks. Because these purchases occurred at a time when the supply of new
Treasury issues was declining, Treasury bond prices soared.
The Fed rate cuts propelled bond prices even higher. Following the Fed's
first rate cut, the yield on the 30-year Treasury bond, which moves in the
opposite direction of its price, dropped to a record low of 4.72 percent on
October 5. However, subsequent sales of Treasuries by Asian and institutional
investors dampened the rally. As of October 31, the 30-year Treasury bond had a
5.15 percent yield, down 1 percent from a year ago.
Municipal bond prices followed Treasuries higher, but, as usual, they didn't
gain nearly as much in price. The yield on a typical AAA-rated general
obligation municipal bond fell only 32 basis points to 4.80 percent as of
October 31, from 5.12 percent a year earlier. Earlier in October, municipal bond
yields topped comparable Treasury bond yields, which is a rare event. Municipal
bonds generally yield less than Treasury securities because their interest
payments are exempt from federal and sometimes state and local income taxes.
During the past year, municipal bonds were burdened by an excess of supply
relative to demand. State and local governments, taking advantage of the
market's low interest rates, issued $230.9 billion worth of long-term bonds
during the first 10 months of the year--34 percent more than they had issued
during the same period last year. Approximately 44 percent of the new issues
were refinancings of older, higher-yielding bonds. However, new issuance slowed
recently as the number of bonds eligible for refinancing shrank.
Despite an abundant supply, many investors were reluctant to purchase
municipal bonds because of their generally low yields. Compounding the situation
was the abundance of insured issues, which accounted for almost 60 percent of
the new supply. The dominance of insured bonds reduced the supply of
lower-rated, higher-yielding bonds and narrowed the yield spread between higher-
and lower-rated bonds. (The insurance relates to the timely payment of principal
and interest, when due, on the bonds. The insurance does not protect the bonds
from market risk.)
Continued on page 3
2
<PAGE> 4
[CREDIT QUALITY GRAPH]
Portfolio Composition by Credit Quality*
as of October 31, 1998
<TABLE>
<S> <C>
AAA................. 63.7%
AA.................. 16.0%
A................... 9.8%
BBB................. 10.0%
BB.................. 0.5%
</TABLE>
*As a Percentage of Long-Term Investments
Based upon the highest credit quality ratings as issued by Standard & Poor's
or Moody's.
TRUST STRATEGY
We used the following strategies to manage the Trust during the period:
We maintained a portfolio consisting primarily of high-quality bonds with a
heavy emphasis on AAA-rated securities. As of October 31, approximately 64
percent of long-term investments were invested in AAA-rated bonds. Under current
market conditions, the yield spread between higher- and lower-rated bonds is
modest, and we believe that investors are not adequately compensated for the
additional credit risk associated with lower-rated securities. Also,
higher-rated bonds have generally performed better than lower-rated securities
when interest rates are falling, which was the case for most of the reporting
period. We had little difficulty finding suitable AAA-rated issues for the
portfolio, due to an abundance of new insured bonds.
Overall, we made a limited number of purchases and sales during the past
year, because current market yields were lower than the yields provided by most
of the Trust's holdings. Our acquisitions favored long-term insured bonds
because they offer the most potential for price appreciation if interest rates
continue to fall. Meanwhile, we sold a number of bonds that were vulnerable to
being called from the portfolio. Also, we sold several bonds we believed were
overvalued and used the proceeds to purchase bonds from states offering
undervalued securities. Prerefundings contributed to the Trust's total return,
as several bonds in the portfolio enjoyed upward price movement when they were
prerefunded. Keep in mind, however, that past performance does not guarantee
future results.
As of October 31, the duration of the Trust was 6.72 years compared with
7.72 years for the Lehman Brothers Municipal Bond Index. Because of the
longer-term nature of the Trust, the calculation of the index's duration has
been adjusted to eliminate bonds with maturities of five years or less.
Continued on page 4
3
<PAGE> 5
Top Five Portfolio Sectors as of October 31, 1998*
Health Care....................... 26.9%
Single-Family Housing............. 14.0%
General Purpose................... 11.0%
Transportation.................... 10.7%
Industrial Revenue..................6.4%
*As a Percentage of Long-Term
Investments
PERFORMANCE SUMMARY
For the one-year period ended October 31, 1998, the Trust generated a total
return of 15.87 percent.(1) This reflects a gain in market price per common
share from $12.500 on October 31, 1997, to $13.6875 on October 31, 1998, plus
reinvestment of all dividends. The Trust had a tax-exempt distribution rate of
5.44 percent,(3) based on the closing price of its common shares. Because income
from the Trust is exempt from federal income taxes, this distribution rate is
equivalent to a yield of 8.50 percent(4) on a taxable investment for investors
in the 36 percent federal income tax bracket. Please refer to the chart on page
9 for additional performance numbers.
[BAR GRAPH]
Twelve-Month Dividend History
For The Period Ended October 31, 1998
<TABLE>
<CAPTION>
Distribution per Common Stock
<S> <C>
Nov 1997 .0620
Dec 1997 .0620
Jan 1998 .0620
Feb 1998 .0620
Mar 1998 .0620
Apr 1998 .0620
May 1998 .0620
Jun 1998 .0620
Jul 1998 .0620
Aug 1998 .0620
Sep 1998 .0620
Oct 1998 .0620
</TABLE>
The dividend history represents past performance of the Trust and does not
predict the Trust's future distributions.
ECONOMIC OUTLOOK
We believe the economy will continue to grow at a moderate rate for the
remainder of the year, supported by low interest rates. The housing industry has
already benefited from the sharp decline in interest rates, and other sectors
could follow if consumer and business spending picks up.
Looking ahead into next year, we see the potential for stronger economic
growth as long as domestic interest rates remain low and the global financial
crisis stabilizes. We
Continued on page 5
4
<PAGE> 6
believe the current low inflationary environment in the United States paves the
way for further Fed rate cuts if the economy resumes its slowdown.
Overseas, we see some promising signs of recovery, including Japan's new
bank reform package, which includes a willingness to let problem banks fail, and
approval of an International Monetary Fund rescue package for Brazil.
We will closely monitor these global and domestic events and their effects
on the performance of the Trust, adjusting the portfolio when appropriate. We
remain committed to the goal of providing a high level of tax-exempt income
while preserving shareholders' capital. Thank you for your continued support and
confidence in Van Kampen and the management of your Trust.
Sincerely,
[SIG]
Don G. Powell
Chairman
Van Kampen
Investment Advisory Corp.
[SIG]
Dennis J. McDonnell
President
Van Kampen
Investment Advisory Corp.
Please see footnotes on page 9
5
<PAGE> 7
A FAREWELL FROM THE CHAIRMAN
------------------------ - ------------------------
Dear Shareholder,
Since I became president and chief executive officer in 1987, much has
changed in our business. However, one thing has remained constant through these
years--my commitment to you, the trust shareholder. Through the many events at
Van Kampen that have marked the passage of time--including several mergers,
company name changes, and leadership changes--we have always focused on
providing superior investments and the highest level of customer service to help
you meet your investment objectives. I'm proud to say that during my tenure, Van
Kampen won eight consecutive awards for high-quality customer service--more
consecutive service awards than any other firm in the financial services
industry.(1) My successor, Dick Powers, shares this commitment to meeting your
needs and providing innovative and efficient ways to help you work with your
investment adviser to reach your financial goals.
Although my official retirement begins on January 1, 1999, I will remain
active in the industry and the community. I plan to continue my service as a
member of the board of directors of the Investment Company Institute, the
leading mutual fund industry association, and I will remain a trustee of your
Trust.
In closing, I want to say farewell to all of you. Thank you for your support
of Van Kampen over the years and for giving me the opportunity to serve you.
Best wishes,
[Sig]
Don G. Powell
------------------------ - ------------------------
(1)American Capital, which merged with Van Kampen in 1995, received the DALBAR
Service Award annually from 1990 to 1994. The award was called the Quality
Tested Service Seal until 1997.
6
<PAGE> 8
GLOSSARY OF TERMS
BASIS POINT: A measure used in quoting bond yields. One hundred basis points is
equal to 1 percent. For example, if a bond's yield changes from 7.00 to 6.65
percent, it is a 35 basis-point move.
CALL FEATURE: Allows the issuer to buy back a bond on specific dates at set
prices before maturity. These dates and prices are set when the bond is
issued. To compensate the bondholder for the potential loss of income and
ownership, a bond's call price is usually higher than the face value of the
bond. Bonds are usually called when interest rates drop so significantly
that the issuer can save money by issuing new bonds at lower rates.
COUPON RATE: The stated rate of interest the bond pays on an annual basis,
expressed as a percentage of the face value.
CREDIT RATING: An evaluation of an issuer's credit history and capability of
repaying obligations. Standard & Poor's and Moody's Investors Service are
two companies that assign bond ratings. Standard & Poor's ratings range from
a high of AAA to a low of D, while Moody's ratings range from a high of Aaa
to a low of C.
DISCOUNT BOND: A bond whose market price is lower than its face value (or "par
value"). Because bonds usually mature at face value, a discount bond has
more potential to appreciate in price than a par bond does.
DURATION: A measure of the sensitivity of a bond's price to changes in interest
rates, expressed in years. Each year of duration represents an expected 1
percent change in the price of a bond for every 1 percent change in interest
rates. The longer a bond's duration, the greater the effect of interest rate
movements on net asset value. Typically, funds with shorter durations are
expected to perform better in rising rate environments, while funds with
longer durations are expected to perform better when rates decline.
FEDERAL RESERVE BOARD (THE FED): The governing body of the Federal Reserve
System, which is the central bank system of the United States. Its
policy-making committee, called the Federal Open Market Committee, meets
eight times a year to establish monetary policy and monitor the economic
pulse of the United States.
INFLATION: A persistent and measurable rise in the general level of prices.
Inflation is widely measured by the Consumer Price Index, an economic
indicator that measures the change in the cost of purchased goods and
services.
INSURED BOND: A bond that is insured against default by the bond insurer. If the
issuer defaults, the insurance company will step in and take over payments
of interest and principal when due. Once a bond is insured, it typically
carries the rating of the insurer. Most insurers are rated AAA.
7
<PAGE> 9
MUNICIPAL BOND: A debt security issued by a state, municipality, or other
government entity to finance capital expenditures of public projects, such
as the construction of highways, public works, or school buildings. Interest
on public-purpose municipal bonds is exempt from federal income taxes and,
potentially, from state and local income taxes.
NET ASSET VALUE (NAV): The value of a trust share, calculated by deducting a
trust's liabilities from the total assets applicable to common shareholders
in its portfolio and dividing this amount by the number of common shares
outstanding.
PREREFUNDING: The process of issuing new bonds to refinance an outstanding
municipal bond issue prior to its maturity or call date. The proceeds from
the new bonds are generally invested in U.S. government securities.
Prerefunding typically occurs when interest rates decline and an issuer
replaces its higher-yielding bonds with current lower-yielding issues.
PREMIUM BOND: A bond whose market price is above its face value (or "par
value"). Because bonds usually mature at face value, a premium bond has less
potential to appreciate in price than a par bond does.
YIELD SPREAD: The additional yield investors can earn by either investing in
bonds with longer maturities or by investing in bonds with lower ratings.
The spread is the difference in yield between bonds with short versus long
maturities or the difference in yield between high-quality bonds and
lower-quality bonds.
ZERO COUPON BONDS: A corporate or municipal bond that is traded at a deep
discount to face value and pays no interest. It may be redeemed at maturity
for full face value.
8
<PAGE> 10
PERFORMANCE RESULTS FOR THE PERIOD ENDED OCTOBER 31, 1998
VAN KAMPEN 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)............ 15.87%
One-year total return based on NAV(2)..................... 9.35%
DISTRIBUTION RATES
Distribution rate as a % of closing common stock
price(3).................................................. 5.44%
Taxable-equivalent distribution rate as a % of closing
common stock price(4)..................................... 8.50%
SHARE VALUATIONS
Net asset value........................................... $ 14.72
Closing common stock price................................ $13.6875
One-year high common stock price (10/06/98)............... $13.8750
One-year low common stock price (04/29/98)................ $12.1250
Preferred share (Series A) rate(5)........................ 3.30%
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.
9
<PAGE> 11
PORTFOLIO OF INVESTMENTS
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MUNICIPAL BONDS 98.8%
ALABAMA 0.7%
$ 1,250 Lee Cnty, AL (AMBAC Insd)........................ 5.500% 02/01/21 $ 1,322,700
------------
ALASKA 1.5%
3,000 Alaska St Hsg Fin Corp Ser A Rfdg................ 5.000 12/01/18 2,999,880
------------
ARIZONA 0.9%
1,555 Pima Cnty, AZ Indl Dev Auth Indl Rev Lease Oblig
Irvington Proj Tucson Ser A Rfdg (FSA Insd)...... 7.250 07/15/10 1,739,563
------------
CALIFORNIA 5.5%
3,000 Los Angeles Cnty, CA Tran Comm Sales Tax Rev Prop
C Second Sr Ser A (Prerefunded @ 07/01/02) (MBIA
Insd)............................................ 6.250 07/01/13 3,334,980
795 Montebello, CA Unified Sch Dist Ctfs Partn Cap
Impts Proj....................................... 6.300 06/01/11 856,151
2,000 Orange Cnty, CA Recovery Ctfs Partn Ser A (MBIA
Insd)............................................ 6.000 07/01/08 2,299,840
4,000 Orange Cnty, CA Recovery Ser A Rfdg (MBIA
Insd)............................................ 6.000 06/01/08 4,595,560
------------
11,086,531
------------
COLORADO 5.4%
1,000 Arapahoe Cnty, CO Cap Impt Trust Fund Hwy Rev
E-470 Proj Ser B (Prerefunded @ 08/31/05)........ 7.000 08/31/26 1,202,990
5,000 Arapahoe Cnty, CO Cap Impt Trust Fund Hwy Rev
E-470 Proj Ser C (Prerefunded @ 08/31/05)........ * 08/31/26 789,450
3,260 Colorado Hsg Fin Auth Single Family Pgm Sr Ser
A................................................ 8.000 06/01/25 3,571,591
1,500 Colorado Hsg Fin Auth Single Family Pgm Sr Ser
A2............................................... 7.250 05/01/27 1,709,085
1,605 Colorado Hsg Fin Auth Single Family Pgm Sr Ser
B1............................................... 7.650 11/01/26 1,844,177
434 Colorado Hsg Fin Auth Single Family Pgm Sr Ser
E................................................ 8.125 12/01/24 481,072
1,005 Denver, CO City & Cnty Arpt Rev Ser A............ 8.500 11/15/23 1,104,957
95 Denver, CO City & Cnty Arpt Rev Ser A
(Prerefunded @ 11/15/00)......................... 8.500 11/15/23 106,089
------------
10,809,411
------------
CONNECTICUT 1.1%
1,010 Mashantucket Western Pequot Tribe CT Spl Rev Ser
A, 144A - Private Placement (a).................. 6.400 09/01/11 1,119,252
990 Mashantucket Western Pequot Tribe CT Spl Rev Ser
A, 144A - Private Placement (Prerefunded @
09/01/07) (a).................................... 6.400 09/01/11 1,159,785
------------
2,279,037
------------
GEORGIA 1.9%
3,390 De Kalb Cnty, GA Hsg Auth Multi-Family Hsg Rev
North Hill Apts Proj Rfdg (FNMA
Collateralized).................................. 6.625 01/01/25 3,722,389
------------
ILLINOIS 9.0%
2,090 Alton, IL Hosp Fac Rev Saint Anthony's Hlth Cent
Rfdg............................................. 5.500 09/01/06 2,180,309
5,000 Chicago, IL O'Hare Intl Arpt Rev Sr Lien Ser A
Rfdg............................................. 5.000 01/01/12 5,153,150
7,375 Illinois Hlth Fac Auth Rev Swedish American Hosp
Rfdg (AMBAC Insd)................................ 5.375 11/15/13 7,836,011
2,525 Illinois Hsg Dev Auth Rev Homeowner Mtg Subser
A-2.............................................. 7.125 08/01/26 2,754,245
------------
17,923,715
------------
</TABLE>
See Notes to Financial Statements
10
<PAGE> 12
PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IOWA 0.7%
$ 1,300 Ottumwa, IA Hosp Fac Rev Ottumwa Regl Hlth Impt
Rfdg............................................. 6.000% 10/01/18 $ 1,361,802
------------
KENTUCKY 2.5%
2,000 Jefferson Cnty, KY Hlth Fac Rev (MBIA Insd)...... 5.125 10/01/27 1,987,960
3,000 Louisville & Jefferson Cnty, KY Metro Swr Dist
Drainage Rev Rfdg (MBIA Insd).................... 5.300 05/15/19 3,058,830
------------
5,046,790
------------
LOUISIANA 2.7%
2,000 Louisiana Pub Fac Auth Rev Dillard Univ Proj Rfdg
(AMBAC Insd)..................................... 5.000 02/01/28 1,974,100
1,400 Louisiana Pub Fac Auth Rev Hlth Fac Glen
Retirement Ser A................................. 6.700 12/01/25 1,528,562
1,750 Saint Charles Parish, LA Pollutn Ctl Rev LA Pwr &
Lt Co Proj (FSA Insd)............................ 7.500 06/01/21 1,926,190
------------
5,428,852
------------
MARYLAND 3.6%
2,955 Maryland St Cmnty Dev Admin Dept Hsg & Cmnty Dev
Single Family Pgm................................ 6.800 04/01/24 3,170,715
4,000 Maryland St Hlth & Higher Edl Fac Auth Rev Subn
Hosp Rfdg (AMBAC Insd)........................... 5.000 07/01/13 4,066,600
------------
7,237,315
------------
MASSACHUSETTS 5.4%
1,000 Frontier MA Regl Sch Dist (AMBAC Insd)........... 5.000 06/15/17 1,007,400
1,200 Massachusetts Bay Tran Auth MA Genl Tran Sys Ser
A Rfdg........................................... 6.250 03/01/12 1,405,488
2,665 Massachusetts Muni Whsl Elec Co Pwr Supply Sys
Rev Ser B Rfdg (MBIA Insd)....................... 5.000 07/01/12 2,723,550
600 Massachusetts St Cons Ln Ser D (Prerefunded @
07/01/01)........................................ 7.000 07/01/07 662,268
1,550 Massachusetts St Cons Ln Ser D (Prerefunded @
07/01/01) (b).................................... 7.000 07/01/07 1,711,696
1,000 Massachusetts St Hlth & Edl Fac Auth Rev Saint
Mem Med Cent Ser A............................... 6.000 10/01/23 1,010,640
2,051 Massachusetts St Hsg Fin Agy Hsg Rev Insd Rental
Ser A (AMBAC Insd) (b)........................... 6.650 07/01/19 2,225,959
------------
10,747,001
------------
MICHIGAN 3.0%
2,000 Detroit, MI Downtown Dev Auth Tax Increment Rev
Dev Area No 1 Proj Ser C1 (Prerefunded at
07/01/06)........................................ 6.250 07/01/25 2,310,400
2,500 Detroit, MI Wtr Supply Sys Rev Rfdg (FGIC Insd)
(b).............................................. 6.250 07/01/12 2,758,500
1,000 Michigan St Hosp Fin Auth Rev Hosp Genesys Rfdg
(ACA Insd)....................................... 5.500 10/01/27 1,014,300
------------
6,083,200
------------
MISSISSIPPI 2.8%
2,985 Mississippi Home Corp Single Family Rev Mtg Ser C
(GNMA Collateralized)............................ 7.600 06/01/29 3,410,303
2,050 Mississippi Home Corp Single Family Rev Mtg Ser F
(GNMA Collateralized)............................ 6.250 12/01/16 2,190,609
------------
5,600,912
------------
</TABLE>
See Notes to Financial Statements
11
<PAGE> 13
PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MISSOURI 2.1%
$ 2,000 Kansas City, MO Muni Assistance Corp Rev Rfdg
(MBIA Insd)...................................... 5.000% 04/15/20 $ 2,000,700
1,000 Missouri St Hlth & Edl Fac Auth Rev BJC Hlth
Sys.............................................. 5.000 05/15/28 972,160
1,135 New Liberty, MO Hosp Dist Rev (MBIA Insd)........ 5.000 12/01/18 1,134,240
------------
4,107,100
------------
NEW HAMPSHIRE 0.6%
1,000 New Hampshire St Business Fin Auth Wtr Fac Rev
Pennichuck Wtrwks Inc (AMBAC Insd)............... 6.300 05/01/22 1,112,250
------------
NEW MEXICO 0.8%
1,570 New Mexico Mtg Fin Auth Single Family Mtg Pgm Ser
H (GNMA Collateralized).......................... 6.600 07/01/15 1,689,399
------------
NEW YORK 17.5%
3,000 New York City Ser G.............................. 6.000 02/01/11 3,305,250
600 New York Ser H................................... 7.200 02/01/13 666,366
4,400 New York Ser H (Prerefunded @ 02/01/02).......... 7.200 02/01/13 4,925,272
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 6,650,875
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 1,342,063
2,175 New York St Med Care Fac Fin Agy Rev NY Downtown
Hosp Ser A (Prerefunded @ 02/15/05).............. 6.800 02/15/20 2,547,599
3,000 New York St Med Care Fac Fin Agy Rev NY Hosp Mtg
Ser A (Prerefunded @ 02/15/05) (AMBAC Insd)...... 6.200 08/15/05 3,409,560
3,000 New York St Med Care Fac Fin Agy Rev NY Hosp Mtg
Ser A (Prerefunded @ 02/15/05) (AMBAC Insd)...... 6.800 08/15/24 3,513,930
1,450 New York St Pwr Auth Rev & Genl Purp Ser CC
(Prerefunded @ 01/01/03) (AMBAC Insd)............ 5.125 01/01/10 1,549,601
1,000 New York St Thruway Auth Svc Contract Rev Loc Hwy
& Brdg (MBIA Insd)............................... 5.125 04/01/07 1,052,980
2,500 Port Auth NY & NJ Cons 67th Ser.................. 6.875 01/01/25 2,616,900
3,505 Port Auth NY & NJ Cons 92nd Ser (b).............. 5.000 07/15/15 3,539,594
------------
35,119,990
------------
OHIO 2.1%
3,000 Hamilton Cnty, OH Sales Tax Hamilton Cnty
Football Proj B (MBIA Insd)...................... 5.000 12/01/27 2,965,860
1,165 Marion Cnty, OH Hosp Impt Rev Cmnty Hosp Rfdg.... 6.100 05/15/06 1,288,164
------------
4,254,024
------------
OKLAHOMA 3.4%
3,500 Shawnee, OK Hosp Auth Hosp Rev Mid-America
Hlthcare Inc Rfdg................................ 6.125 10/01/14 3,679,725
2,785 Tulsa, OK Indl Auth Hosp Rev Hillcrest Med Cent
Proj Rfdg (Connie Lee Insd)...................... 6.250 06/01/06 3,149,612
------------
6,829,337
------------
</TABLE>
See Notes to Financial Statements
12
<PAGE> 14
PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OREGON 2.3%
$ 2,010 Emerald Peoples Util Dist OR Elec Sys Rev (FGIC
Insd)............................................ 7.350% 11/01/09 $ 2,556,760
2,000 Oregon St Econ Dev Rev Georgia Pacific Corp...... 6.350 08/01/25 2,134,700
------------
4,691,460
------------
PENNSYLVANIA 3.7%
2,000 Pennsylvania Econ Dev Fin Auth Res Recovery Rev
Colver Proj Ser D................................ 7.150 12/01/18 2,232,620
3,200 Philadelphia, PA Wtr & Wastewtr Rev Rfdg (Cap
Guar Insd)....................................... 5.000 06/15/16 3,204,384
1,700 Sharon, PA Regl Hlth Sys Auth Hosp Rev Sharon
Regl Hlth Sys Proj A Rfdg (Prerefunded @
12/01/02)........................................ 6.875 12/01/09 1,931,591
------------
7,368,595
------------
RHODE ISLAND 1.9%
3,675 Rhode Island Hsg & Mtg Fin Corp Homeownership
Oppty Ser E1 (FHA Gtd)........................... 7.500 10/01/11 3,884,622
------------
TEXAS 10.8%
2,220 Bexar Cnty, TX Hlth Fac Dev Corp Hosp Rev Baptist
Mem Hosp Sys Proj (Prerefunded @ 08/15/04) (MBIA
Insd)............................................ 6.625 02/15/12 2,561,858
3,065 Bexar Cnty, TX Hlth Fac Dev Corp Hosp Rev Baptist
Mem Hosp Sys Proj (Prerefunded @ 08/15/04) (MBIA
Insd)............................................ 6.625 02/15/13 3,536,979
2,070 Bexar Cnty, TX Hlth Fac Dev Corp Hosp Rev Baptist
Mem Hosp Sys Proj (Prerefunded @ 08/15/04) (MBIA
Insd)............................................ 6.500 08/15/15 2,375,491
2,200 Brazos River Auth TX Pollutn Ctl Rev Coll TX Util
Elec Co Proj Ser A............................... 8.250 01/01/19 2,257,530
1,630 Brownsville, TX Util Sys Rev..................... 7.375 01/01/10 1,924,720
3,480 Houston, TX Arpt Sys Rev (b)..................... 9.500 07/01/10 4,759,874
1,000 Houston, TX Arpt Sys Rev Sub Lien Ser B (FGIC
Insd) (c)........................................ 5.000 07/01/25 967,750
2,000 Tarrant Cnty, TX Hlth Fac Dev TX Hlth Res Sys Ser
A (MBIA Insd).................................... 5.000 02/15/26 1,957,580
1,170 Temple, TX Jr College Dist Hsg Rfdg (MBIA
Insd)............................................ 5.250 07/01/18 1,215,162
------------
21,556,944
------------
VIRGINIA 1.0%
2,000 Fairfax Cnty, VA Econ Dev Auth Res Recovery Rev
Ogden Martin Sys Proj Ser A...................... 7.750 02/01/11 2,081,100
------------
WASHINGTON 1.0%
2,000 Washington St Pub Pwr Supply Ser A Rfdg.......... 5.125 07/01/18 1,985,160
------------
WISCONSIN 0.5%
1,000 Wisconsin St Hlth & Edl Facs Auth Rev Marquette
Univ (MBIA Insd) (c)............................. 4.750 06/01/28 946,070
------------
WYOMING 0.8%
1,500 Laramie Cnty, WY Hosp Rev Mem Hosp Proj (AMBAC
Insd)............................................ 6.700 05/01/12 1,663,125
------------
</TABLE>
See Notes to Financial Statements
13
<PAGE> 15
' PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PUERTO RICO 3.6%
$ 6,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y
Rfdg (Embedded Cap) (FSA Insd)................... 5.730% 07/01/21 $ 7,141,080
------------
TOTAL LONG-TERM INVESTMENTS 98.8%
(Cost $178,305,906)......................................................... 197,819,354
OTHER ASSETS IN EXCESS OF LIABILITIES 1.2%................................... 2,402,842
------------
NET ASSETS 100.0%............................................................ $200,222,196
============
</TABLE>
* Zero coupon bond
(a) 144A securities are those which are exempt from registration under Rule 144A
of the Securities Act of 1933. These securities may be resold only in
transactions exempt from registration which are normally those transactions
with qualified institutional buyers.
(b) Assets segregated as collateral for when issued or delayed delivery purchase
commitments and open option transactions.
(c) Securities purchased on a when issued or delayed delivery basis.
See Notes to Financial Statements
14
<PAGE> 16
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Total Investments (Cost $178,305,906)....................... $197,819,354
Receivables:
Interest.................................................. 3,517,289
Investments Sold.......................................... 1,647,343
Other....................................................... 1,139
------------
Total Assets.......................................... 202,985,125
------------
LIABILITIES:
Payables:
Investments Purchased..................................... 1,913,259
Custodian Bank............................................ 337,497
Investment Advisory Fee................................... 110,885
Income Distributions -- Common and Preferred Shares....... 58,144
Administrative Fee........................................ 34,118
Affiliates................................................ 10,295
Accrued Expenses............................................ 171,230
Trustees' Deferred Compensation and Retirement Plans........ 88,438
Options at Market Value (Net premiums received of
$61,690).................................................. 39,063
------------
Total Liabilities..................................... 2,762,929
------------
NET ASSETS.................................................. $200,222,196
============
NET ASSETS CONSIST OF:
Preferred Shares ($.01 par value, authorized 100,000,000
shares, 1,600 issued with liquidation preference of
$50,000 per share)........................................ $ 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................................. 19,536,075
Accumulated Undistributed Net Investment Income............. 713,029
Accumulated Net Realized Loss............................... (20,918,467)
------------
Net Assets Applicable to Common Shares................ 120,222,196
------------
NET ASSETS.................................................. $200,222,196
============
NET ASSET VALUE PER COMMON SHARE ($120,222,196 divided by
8,168,211 shares outstanding)............................. $ 14.72
============
</TABLE>
See Notes to Financial Statements
15
<PAGE> 17
STATEMENT OF OPERATIONS
For the Year Ended October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest.................................................... $11,196,143
-----------
EXPENSES:
Investment Advisory Fee..................................... 1,286,827
Administrative Fee.......................................... 395,947
Preferred Share Maintenance................................. 247,306
Trustees' Fees and Expenses................................. 22,835
Legal....................................................... 10,832
Amortization of Organizational Costs........................ 6,543
Custody..................................................... 5,900
Other....................................................... 178,946
-----------
Total Expenses.......................................... 2,155,136
-----------
NET INVESTMENT INCOME....................................... $ 9,041,007
===========
REALIZED AND UNREALIZED GAIN/LOSS:
Realized Gain/Loss:
Investments............................................... $ 390,745
Options................................................... 49,341
Futures................................................... (101,541)
-----------
Net Realized Gain........................................... 338,545
-----------
Unrealized Appreciation/Depreciation:
Beginning of the Period................................... 15,477,425
-----------
End of the Period:
Investments............................................. 19,513,448
Options................................................. 22,627
-----------
19,536,075
-----------
Net Unrealized Appreciation During the Period............... 4,058,650
-----------
NET REALIZED AND UNREALIZED GAIN............................ $ 4,397,195
===========
NET INCREASE IN NET ASSETS FROM OPERATIONS.................. $13,438,202
===========
</TABLE>
See Notes to Financial Statements
16
<PAGE> 18
STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended October 31, 1998 and 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1998 October 31, 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income................................... $ 9,041,007 $ 9,124,888
Net Realized Gain/Loss.................................. 338,545 (666,553)
Net Unrealized Appreciation
During the Period..................................... 4,058,650 5,869,327
------------ ------------
Change in Net Assets from Operations.................... 13,438,202 14,327,662
------------ ------------
Distributions from Net Investment Income:
Common Shares......................................... (6,076,888) (6,076,946)
Preferred Shares...................................... (2,863,046) (2,851,786)
------------ ------------
Total Distributions..................................... (8,939,934) (8,928,732)
------------ ------------
NET CHANGE IN NET ASSETS FROM INVESTMENT
ACTIVITIES............................................ 4,498,268 5,398,930
NET ASSETS:
Beginning of the Period................................. 195,723,928 190,324,998
------------ ------------
End of the Period (Including accumulated undistributed
net investment income of $713,029 and $611,956,
respectively)......................................... $200,222,196 $195,723,928
============ ============
</TABLE>
See Notes to Financial Statements
17
<PAGE> 19
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
of Investment
Year Ended October 31, Operations) to
------------------------------------------------ October 31,
1998 1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
the Period (a)............. $ 14.168 $13.507 $13.313 $11.928 $14.972 $14.921
-------- ------- ------- ------- ------- -------
Net Investment Income...... 1.107 1.117 1.122 1.151 1.120 .085
Net Realized and Unrealized
Gain/Loss................ .538 .637 .186 1.455 (3.072) .125
-------- ------- ------- ------- ------- -------
Total from Investment
Operations................. 1.645 1.754 1.308 2.606 (1.952) .210
-------- ------- ------- ------- ------- -------
Less Distributions from Net
Investment Income:
Paid to Common
Shareholders........... .744 .744 .761 .834 .834 -0-
Common Share Equivalent
of Distributions Paid
to Preferred
Shareholders........... .351 .349 .353 .387 .258 -0-
-------- ------- ------- ------- ------- -------
Total Distributions.......... 1.095 1.093 1.114 1.221 1.092 -0-
-------- ------- ------- ------- ------- -------
Net Asset Value, End of the
Period..................... $ 14.718 $14.168 $13.507 $13.313 $11.928 $15.131
======== ======= ======= ======= ======= =======
Market Price Per Share at End
of the Period.............. $13.6875 $12.500 $11.500 $11.500 $ 9.875 $14.625
Total Investment Return at
Market Price (b)........... 15.87% 15.58% 6.82% 25.22% (27.65%) (2.50%)*
Total Return at Net Asset
Value (c).................. 9.35% 10.71% 7.44% 19.09% (16.10%) .87%*
Net Assets at End of the
Period (In millions)....... $ 200.2 $ 195.7 $ 190.3 $ 188.7 $ 177.4 $ 123.6
Ratio of Expenses to Average
Net Assets Applicable to
Common Shares**............ 1.83% 1.88% 1.94% 1.98% 1.82% 1.30%
Ratio of Net Investment
Income to Average Net
Assets Applicable to Common
Shares (d)................. 5.24% 5.61% 5.77% 6.01% 6.34% 3.40%
Portfolio Turnover........... 15% 16% 37% 79% 214% 24%*
*Non-Annualized
**Ratio of Expenses to
Average Net Assets
Including Preferred
Shares..................... 1.09% 1.09% 1.12% 1.12% 1.09% 1.30%
</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.
See Notes to Financial Statements
18
<PAGE> 20
NOTES TO FINANCIAL STATEMENTS
October 31, 1998
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Van Kampen Advantage Municipal Income Trust II, formerly known as 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.
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.
19
<PAGE> 21
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
D. ORGANIZATIONAL COSTS--The Trust has reimbursed Van Kampen Funds Inc. or its
affiliates (collectively "Van Kampen") for costs incurred in connection with the
Trust's organization in the amount of $40,000. These costs were amortized on a
straight line basis over the 60 month period which ended August 26, 1998.
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, 1998, the Trust had an accumulated capital loss
carryforward for tax purposes of $20,895,840 which will expire between October
31, 2002 and October 31, 2005. Net realized gains or losses differ for financial
reporting and tax purposes as a result of gains or losses recognized for tax
purposes on open options contracts at October 31, 1998.
At October 31, 1998, for federal income tax purposes, cost of long-term
investments is $178,305,906; the aggregate gross unrealized appreciation is
$19,515,031 and the aggregate gross unrealized depreciation is $1,583, resulting
in net unrealized appreciation on long-term investments of $19,513,448.
F. DISTRIBUTION OF INCOME AND GAINS--The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders.
For the year ended October 31, 1998, 100% of income distributions made by
the Trust were exempt from federal income taxes. In January 1999, the Trust will
provide tax information to shareholders for the 1998 calendar year.
2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the Trust's Investment Advisory Agreement, Van Kampen
Investment Advisory Corp. 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 Van
Kampen, 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.
20
<PAGE> 22
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
For the year ended October 31, 1998, the Trust recognized expenses of
approximately $4,800 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom (Illinois), counsel to the Trust, of which a trustee of
the Trust is an affiliated person.
For the year ended October 31, 1998, the Trust recognized expenses of
approximately $79,900 representing Van Kampen's cost of providing accounting and
legal services to the Trust.
Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
officers of Van Kampen.
The Trust provides deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable for a ten-year period
and are based upon each trustee's years of service to the Trust. The maximum
annual benefit per trustee under the plan is $2,500.
At October 31, 1998, Van Kampen 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 $30,398,588 and $29,581,044,
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. Upon disposition, a realized gain or loss is
recognized accordingly, except when exercising an option contract or taking
delivery of a security underlying a futures contract. In these instances the
recognition of gain or loss is postponed until the disposal of the security
underlying the option or futures contract.
Summarized below are the specific types of derivative financial instruments
used by the Trust.
21
<PAGE> 23
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
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.
Transactions in options for the year ended October 31, 1998, were as
follows:
<TABLE>
<CAPTION>
CONTRACTS PREMIUM
- -------------------------------------------------------------------------
<S> <C> <C>
Outstanding at October 31, 1997.................. -0- $ -0-
Options Written.................................. 375 111,031
Options Expired.................................. (275) (49,341)
------ ---------
Outstanding at October 31, 1998.................. 100 $ 61,690
====== =========
</TABLE>
The related futures contracts of the outstanding option transactions as of
October 31, 1998 and the description and market value is as follows:
<TABLE>
<CAPTION>
MARKET
EXPIRATION MONTH/ VALUE OF
CONTRACTS EXERCISE PRICE OPTIONS
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Municipal Bond Index
December 1998--Written Puts
(Current notional value of
$125,469
per contract)................... 100 Dec/121 ($39,063)
====== ============ =======
</TABLE>
B. FUTURES CONTRACTS--A futures contract is an agreement involving the delivery
of a particular asset on a specified future date at an agreed upon price. The
Trust generally invests in futures on U.S. Treasury Bonds and the Municipal Bond
Index and typically closes the contract prior to the delivery date. These
contracts are generally used to manage the portfolio's effective maturity and
duration.
Upon entering into future contracts, the Trust maintains, in a segregated
account with its custodian, securities with a value equal to its obligation
under the futures contracts. During the period the futures contract is open,
payments are received from or made to the broker based upon changes in the value
of the contract (the variation margin).
22
<PAGE> 24
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
Transactions in futures contracts, each with a par value of $100,000, for
the year ended October 31, 1998, were as follows:
<TABLE>
<CAPTION>
CONTRACTS
- ----------------------------------------------------------------------
<S> <C>
Outstanding at October 31, 1997............................. 40
Futures Opened.............................................. 40
Futures Closed.............................................. (80)
---
Outstanding at October 31, 1998............................. -0-
===
</TABLE>
C. INDEXED SECURITIES--These instruments are identified in the portfolio of
investments. The price of these securities may be more volatile than the price
of a comparable fixed rate security.
An Embedded Cap security includes 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 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, 1998, was 3.300%. During the year ended October
31, 1998, the rates ranged from 3.100% to 5.000%.
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.
6. YEAR 2000 COMPLIANCE (UNAUDITED)
Van Kampen utilizes a number of computer programs across its entire operation
relying on both internal software systems as well as external software systems
provided by third parties. In 1996, Van Kampen initiated a CountDown 2000
Project to review both the internal systems and external vendor connections. The
goal of this project is to position its business to continue unaffected as a
result of the century change. At this time, there can
23
<PAGE> 25
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1998
- --------------------------------------------------------------------------------
be no assurance that the steps taken will be sufficient to avoid any adverse
impact to the Trust, but Van Kampen does not anticipate that the move to Year
2000 will have a material impact on its ability to continue to provide the Trust
with service at current levels. In addition, it is possible that the securities
markets in which the Trust invests may be detrimentally affected by computer
failures throughout the financial services industry beginning January 1, 2000.
Improperly functioning trading systems may result in settlement problems and
liquidity issues.
24
<PAGE> 26
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Trustees and Shareholders of
Van Kampen Advantage Municipal Income Trust II:
We have audited the accompanying statement of assets and liabilities of Van
Kampen Advantage Municipal Income Trust II (the "Trust"), including the
portfolio of investments, as of October 31, 1998, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the periods presented. These financial statements and financial
highlights are the responsibility of the 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, 1998, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen Advantage Municipal Income Trust II as of October 31, 1998, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights for
each of the periods presented, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Chicago, Illinois
December 3, 1998
25
<PAGE> 27
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 Funds Inc.
Attn.: Closed-End Funds
2800 Post Oak Blvd.
Houston, TX 77056
26
<PAGE> 28
VAN KAMPEN FUNDS
EQUITY FUNDS
Domestic
Aggressive Equity
Aggressive Growth
American Value
Comstock
Emerging Growth
Enterprise
Equity Growth
Equity Income
Growth
Growth and Income
Harbor
Pace
Real Estate Securities
U.S. Real Estate
Utility
Value
International/Global
Asian Growth
Emerging Markets
European Equity
Global Equity
Global Equity Allocation
Global Franchise
Global Managed Assets
International Magnum
Latin American
FIXED-INCOME FUNDS
Income
Corporate Bond
Global Fixed Income
Global Government Securities
Government Securities
High Income Corporate Bond
High Yield
High Yield & Total Return
Limited Maturity Government
Short-Term Global Income
Strategic Income
U.S. Government
U.S. Government Trust for Income
Worldwide High Income
Tax Exempt Income
California Insured Tax Free
Florida Insured Tax Free Income
High Yield Municipal
Insured Tax Free Income
Intermediate Term Municipal Income
Municipal Income
New York Tax Free Income
Pennsylvania Tax Free Income
Tax Free High Income
Capital Preservation
Reserve
Tax Free Money
Senior Loan
Prime Rate Income Trust
Senior Floating Rate
To find out more about any of these funds, ask your financial adviser for a
prospectus, which contains more complete information, including sales charges,
risks, and expenses. Please read it carefully before you invest or send money.
To view a current Van Kampen fund prospectus or to receive additional fund
information, choose from one of the following:
- - visit our web site at
WWW.VANKAMPEN.COM -- to view a prospectus, select Download Prospectus
- - call us at 1-800-341-2911 weekdays from 7:00 a.m. to 7:00 p.m. Central time
(Telecommunications Device for the Deaf users, call 1-800-421-2833)
- - e-mail us by visiting
WWW.VANKAMPEN.COM and selecting Contact Us
27
<PAGE> 29
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
BOARD OF TRUSTEES
DAVID C. ARCH
ROD DAMMEYER
HOWARD J KERR
DENNIS J. MCDONNELL*--Chairman
STEVEN MULLER
THEODORE A. MYERS
DON G. POWELL*
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN*
OFFICERS
DENNIS J. MCDONNELL*
President
RONALD A. NYBERG*
Vice President and Secretary
JOHN L. SULLIVAN*
Vice President, Treasurer and
Chief Financial Officer
CURTIS W. MORELL*
Vice President and Chief Accounting Officer
TANYA M. LODEN*
Controller
PETER W. HEGEL*
EDWARD C. WOOD, III*
Vice Presidents
INVESTMENT ADVISER
VAN KAMPEN INVESTMENT ADVISORY CORP.
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555
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 (ILLINOIS)
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 Funds Inc. 1998.
All rights reserved.
(SM) denotes a service mark of
Van Kampen Funds Inc.
28
<PAGE> 30
RESULTS OF SHAREHOLDER VOTES
The Annual Meeting of Shareholders of the Trust was held on July 28, 1998, where
shareholders voted on the election of trustees and the selection of independent
public accountants.
1) With regard to the election of the following trustee by the preferred
shareholders of the Trust:
<TABLE>
<CAPTION>
# OF SHARES
-------------------
IN FAVOR WITHHELD
- ------------------------------------------------------------------------
<S> <C> <C>
Rod Dammeyer........................................ 1,596 2
</TABLE>
2) With regard to the election of the following trustees by the common
shareholders of the Trust:
<TABLE>
<CAPTION>
# OF SHARES
--------------------
IN FAVOR WITHHELD
- ----------------------------------------------------------------------
<S> <C> <C>
Steven Muller................................... 6,990,746 104,252
Wayne W. Whalen................................. 6,999,976 95,021
</TABLE>
The other trustees of the Trust whose terms did not expire in 1998 are David C.
Arch, Howard J Kerr, Dennis J. McDonnell, Theodore A. Myers, Don G. Powell and
Hugo F. Sonnenschein.
3) With regard to the ratification of KPMG Peat Marwick LLP as independent
public accountants for the Trust, 6,990,016 shares voted in favor of the
proposal, 22,855 shares voted against and 83,724 shares abstained.
29
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> ADVANTAGE MUNI INCOME II
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 178,305,906
<INVESTMENTS-AT-VALUE> 197,819,354
<RECEIVABLES> 5,164,632
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,139
<TOTAL-ASSETS> 202,985,125
<PAYABLE-FOR-SECURITIES> 1,913,259
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 849,670
<TOTAL-LIABILITIES> 2,762,929
<SENIOR-EQUITY> 80,000,000
<PAID-IN-CAPITAL-COMMON> 120,891,559
<SHARES-COMMON-STOCK> 8,168,211
<SHARES-COMMON-PRIOR> 8,168,211
<ACCUMULATED-NII-CURRENT> 713,029
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (20,918,467)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19,536,075
<NET-ASSETS> 200,222,196
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 11,196,143
<OTHER-INCOME> 0
<EXPENSES-NET> (2,155,136)
<NET-INVESTMENT-INCOME> 9,041,007
<REALIZED-GAINS-CURRENT> 338,545
<APPREC-INCREASE-CURRENT> 4,058,650
<NET-CHANGE-FROM-OPS> 13,438,202
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8,939,934)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,498,268
<ACCUMULATED-NII-PRIOR> 611,956
<ACCUMULATED-GAINS-PRIOR> (21,257,012)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,286,827
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,155,135
<AVERAGE-NET-ASSETS> 118,005,825
<PER-SHARE-NAV-BEGIN> 14.168
<PER-SHARE-NII> 1.107
<PER-SHARE-GAIN-APPREC> 0.538
<PER-SHARE-DIVIDEND> (1.095)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 14.718
<EXPENSE-RATIO> 1.83
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
