UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-9279 Van Kampen Equity Trust II - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Ronald Robison 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 212-762-4000 Date of fiscal year end: 8/31 Date of reporting period: 8/31/03 Item 1. Report to Shareholders Welcome, Shareholder In this report, you'll learn about how your investment in Van Kampen Technology Fund performed during the annual period. The portfolio management team will provide an overview of the market conditions and discuss some of the factors that affected investment performance during the reporting period. In addition, this report includes the fund's financial statements and a list of fund investments as of August 31, 2003. This material must be preceded or accompanied by a prospectus for the fund being offered. Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the fund will achieve its investment objective. The fund is subject to market risk, which is the possibility that the market values of securities owned by the fund will decline and, therefore, the value of the fund shares may be less than what you paid for them. Accordingly, you can lose money investing in this fund. Please see the prospectus for more complete information on investment risks. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE Performance Summary PERFORMANCE OF A $10,000 INVESTMENT This chart compares your fund's performance to that of the Pacific Stock Exchange (PSE) Technology Index from 7/26/99 through 8/31/03. Class A shares, adjusted for sales charges. (LINE GRAPH) <Table> <Caption> PACIFIC STOCK EXCHANGE TECHNOLOGY VAN KAMPEN TECHNOLOGY FUND INDEX -------------------------- --------------------------------- 7/99 10000 10000 10867 10809 12/99 19274 16741 24298 20012 6/00 21593 18969 24081 17890 12/00 14260 14026 6607 11404 6/01 6795 12499 3761 8908 12/01 5061 11839 4910 11801 6/02 3393 8845 2300 6643 12/02 2582 7893 2630 7860 6/03 3223 9684 8/03 3704 10872 </Table> Source: Confluence Technologies, Inc. and Bloomberg. <Table> <Caption> A SHARES B SHARES C SHARES since 07/26/99 since 07/26/99 since 07/26/99 - --------------------------------------------------------------------------------------------- AVERAGE ANNUAL W/O SALES W/SALES W/O SALES W/SALES W/O SALES W/SALES TOTAL RETURNS CHARGES CHARGES CHARGES CHARGES CHARGES CHARGES Since Inception -20.38% -21.52% -20.98% -21.27% -20.98% -20.98% 1-year 35.52 27.60 34.63 29.63 34.63 33.63 - --------------------------------------------------------------------------------------------- </Table> Past performance is no guarantee of future results. Investment return and principal value will fluctuate, and fund shares, when redeemed, may be worth more or less than their original cost. The returns shown in this report do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. As a result of recent market activity, current performance may vary from the figures shown. For more up-to-date information, please visit vankampen.com or speak with your financial advisor. Average annual total return with sales charges includes payment of the maximum sales charge of 5.75 percent for Class A shares, a contingent deferred sales charge of 5.00 percent for Class B shares (in year one and declining to zero after year five), a contingent deferred sales charge of 1.00 percent for Class C shares in year one and combined Rule 12b-1 fees and service fees of up to 0.25 percent for Class A shares and 1.00 percent for Class B and C shares. Figures shown above assume reinvestment of all dividends and capital gains. Pacific Stock Exchange (PSE) Technology Index measures the performance of 100 technology stocks from 15 industrial groups. Index is unmanaged and does not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index. 1 Fund Report FOR THE 12-MONTH PERIOD ENDED AUGUST 31, 2003 Van Kampen Technology Fund is managed by the adviser's Multi-Cap Growth team. Current members include(1) Gary Lewis, Managing Director; David Walker, Executive Director; Dudley Brickhouse, Executive Director; Janet Luby, Executive Director; Matthew Hart, Vice President; and Scott Miller, Associate. The following discussion reflects the team's views on the fund's performance. Q. BEFORE YOU DISCUSS HOW THE FUND PERFORMED, PLEASE DESCRIBE THE OVERALL MARKET ENVIRONMENT. A. Throughout the first half of the reporting period, technology stocks continued to struggle. By the end of the 12 months, however, they were enjoying their best sustained results since early 2000. -- When the period began, stock investors were worried about the economy's potential to dip back into a recession. They also had concerns about an increasingly likely war in Iraq, the economic impact of SARS and the lingering effects of corporate-accounting scandals. -- In light of continued low interest rates, a major tax cut and the end of major combat in Iraq, investors gradually became more optimistic about the economy, which showed unmistakable signs of recovery. -- As investor confidence increased, so did stock prices. The biggest beneficiaries were technology and other economically sensitive stocks, as investors anticipated a future jump in these companies' earnings. Q. HOW DID THE FUND PERFORM DURING THE REPORTING PERIOD? A. The fund underperformed its benchmark index. -- Van Kampen Technology Fund returned 35.52 percent for the 12 months ended August 31, 2003. Performance figures are for Class A shares, and assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. If sales charges were included, performance would be lower. Past performance is no guarantee of future results. -- The fund's benchmark index, the Pacific Stock Exchange (PSE) Technology Index, returned 41.03 percent. Although the fund lagged the benchmark for the trailing 12-month period, it did considerably better in calendar year 2003. The improving market conditions during the year were more suited to the fund's investment style--seeking stocks with rising earnings expectations (1)Team members may change at any time without notice. 2 and/or rising valuations. This approach has historically performed better in a strengthening economy than in a weakening economy, and 2003 was no exception. During the first eight months of the year, the fund returned 43.43 percent, compared to 37.74 percent for the PSE index. See Performance Summary for additional information and index definitions. Q. WHAT FACTORS HINDERED PERFORMANCE? A. Owning positions in Tenet Healthcare and Brocade Communications Systems detracted from the fund's relative performance, as did the fund's holdings in several defense stocks. -- Health-care services provider Tenet Healthcare faced allegations of fraud stemming from its Medicare billing. When we invested the fund in Tenet, we believed the company had strong fundamentals. Unfortunately, we had no way to know that the company's financial statements may have been based on unsound business practices. We sold the stock from the portfolio after learning of the problem, but, unfortunately, not soon enough to avoid a loss to the fund. -- Brocade Communications Systems makes switches that allow companies to improve their data-storage capabilities. In the face of stiff competition and a disappointing new-product lineup, Brocade's earnings fell well short of expectations, and the company's stock reflected the weakness. In response, we eliminated the fund's position in Brocade. <Table> TOP TEN HOLDINGS AS OF 8/31/03 TOP TEN INDUSTRIES AS OF 8/31/03 eBay 5.2% Semiconductor Equipment 22.6% Cisco Systems 4.6 Semiconductors 19.7 Lam Research 4.5 Communications Equipment 11.4 KLA-Tencor 4.4 Internet Retail 10.3 Applied Materials 4.3 Biotechnology 6.8 Intel 4.0 Systems Software 6.6 Mercury Interactive 3.9 Application Software 5.3 Novellus Systems 3.5 Computer Storage & Peripherals 3.9 Amazon.com 3.4 Internet Software & Services 3.8 VERITAS 2.8 Health Care Equipment 2.8 </Table> Subject to change daily. All percentages are as of a percentage of long-term investments. All information is provided for informational purposes only and should not be deemed as a recommendation to buy the securities mentioned or securities in the industries shown above. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. 3 -- Defense contractors Lockheed Martin and Northrop Grumman also lagged. As the United States prepared to go to war in Iraq, these companies benefited from expectations for increased defense spending. Once the war came and went, however, investors started looking elsewhere for new opportunities. Questions about the size of future defense budgets also weighed on both stocks. The disappointing results led us to sell the fund's positions in these companies. Q. WHAT HELPED PERFORMANCE DURING THE REPORTING PERIOD? A. On the positive side, the fund benefited from owning several large Internet names, and from positions in certain semiconductor companies and biotechnology firms.(2) -- Three of the best-established Internet companies, eBay, Amazon.com and Yahoo, helped boost results. In the Internet's early days, many investors were skeptical about the future prospects of these businesses. As these companies have matured, however, investors increasingly have come to believe that all three are real businesses with real earnings and are legitimate investment opportunities. -- The second half of the reporting period saw a resurgence in the semiconductor industry, after a particularly brutal slowdown. The fund enjoyed success with investments in semiconductor-equipment makers such as Applied Materials and Lam Research, which benefited as their customers sought to meet increased demand for chips. -- Leading biotechnology companies Amgen, Gilead Sciences and Genentech also helped relative performance. Investors in these stocks were enthusiastic about new drugs that are already generating strong earnings, as well as the pipeline of promising biotech products that soon are expected to enter the marketplace. Q. PLEASE HIGHLIGHT SIGNIFICANT WEIGHTINGS FROM THE PORTFOLIO. A. Three significant holdings in the fund as of August 31, 2003, were eBay, Cisco Systems, and Intel.(2) -- As the leading online auction house, eBay has continued to benefit from the increasing number of Internet users, especially internationally. We were attracted to eBay's business model, impressive profit margins and healthy cash flow. -- Cisco, the dominant provider of networking equipment, took advantage of the recent downturn to acquire competitors and solidify its position in the marketplace. It also cut costs aggressively in an effort to operate even more efficiently. We believed Cisco offered (2)There is no guarantee that these securities will continue to perform well or be held by the fund in the future. 4 considerable growth potential in an increasingly positive environment for technology spending. -- Semiconductor giant Intel looked to gain from a potential rebound in personal computer sales. We also liked Intel's aggressive marketing efforts, which, by promoting the benefits of wireless networking, generated demand for its Centrino(TM) microprocessor. Q. NOW THAT YOU'VE PROVIDED AN OVERVIEW OF THE FUND, DO YOU HAVE ANY CLOSING THOUGHTS FOR SHAREHOLDERS? A. We think the current economic backdrop is favorable. There has been a tremendous amount of economic stimulus during the past several years that has recently started to have a noticeable impact on the technology sector. Although the economy is not yet out of the woods, we are hopeful that it may continue to improve and continue to generate a favorable environment for technology companies and our style of investing. 5 ANNUAL HOUSEHOLDING NOTICE To reduce expenses, the fund attempts to eliminate duplicate mailings to the same address. The fund delivers a single copy of certain shareholder documents to investors who share an address, even if the accounts are registered under different names. The fund's prospectus and shareholder reports (including annual privacy notices) will be delivered to you in this manner indefinitely unless you instruct us otherwise. You can request multiple copies of these documents by either calling (800) 341-2911 or writing to Van Kampen Investor Services at 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, IL 60181. Once Investor Services has received your instructions, we will begin sending individual copies for each account within 30 days. PROXY VOTING POLICIES AND PROCEDURES A description of the fund's policies and procedures with respect to the voting of proxies relating to the fund's portfolio securities is available without charge, upon request, by calling 1-800-847-2424. This information is also available on the Securities and Exchange Commission's website at http://www.sec.gov. 6 BY THE NUMBERS YOUR FUND'S INVESTMENTS August 31, 2003 THE FOLLOWING PAGES DETAIL YOUR FUND'S PORTFOLIO OF INVESTMENTS AT THE END OF THE REPORTING PERIOD. <Table> <Caption> MARKET DESCRIPTION SHARES VALUE COMMON STOCKS 99.7% APPLICATION SOFTWARE 5.2% BEA Systems, Inc. (a)....................................... 125,000 $ 1,693,750 Cognos Inc. (Canada) (a).................................... 100,000 3,065,000 Mercury Interactive Corp. (a)............................... 300,000 13,167,000 ------------ 17,925,750 ------------ BIOTECHNOLOGY 6.8% Amgen, Inc. (a)............................................. 100,000 6,590,000 Genentech, Inc. (a)......................................... 65,000 5,161,000 Gen-Probe, Inc. (a)......................................... 50,000 3,162,000 Gilead Sciences, Inc. (a)................................... 125,000 8,337,500 ------------ 23,250,500 ------------ COMMUNICATIONS EQUIPMENT 11.4% Cisco Systems, Inc. (a)..................................... 825,000 15,798,750 Corning, Inc. (a)........................................... 350,000 2,887,500 Emulex Corp. (a)............................................ 75,000 1,815,750 Foundry Networks, Inc. (a).................................. 300,000 5,835,000 Juniper Networks, Inc. (a).................................. 325,000 5,596,500 QLogic Corp. (a)............................................ 75,000 3,676,500 Utstarcom, Inc. (a)......................................... 75,000 3,222,000 ------------ 38,832,000 ------------ COMPUTER HARDWARE 2.7% Dell Computer Corp. (a)..................................... 190,000 6,199,700 Seagate Technology (Cayman Islands)......................... 125,000 2,876,250 ------------ 9,075,950 ------------ COMPUTER STORAGE & PERIPHERALS 3.9% Avid Technology, Inc. (a)................................... 65,000 3,227,250 EMC Corp. (a)............................................... 200,000 2,550,000 Network Appliance, Inc. (a)................................. 100,000 2,241,000 SanDisk Corp. (a)........................................... 85,000 5,139,100 ------------ 13,157,350 ------------ HEALTH CARE EQUIPMENT 2.8% Boston Scientific Corp. (a)................................. 100,000 6,010,000 Cyberonics, Inc. (a)........................................ 70,000 1,927,100 Medtronic, Inc. ............................................ 35,000 1,735,300 ------------ 9,672,400 ------------ HOME ENTERTAINMENT SOFTWARE 1.3% Electronic Arts, Inc. (a)................................... 50,000 4,487,500 ------------ </Table> See Notes to Financial Statements 7 YOUR FUND'S INVESTMENTS August 31, 2003 <Table> <Caption> MARKET DESCRIPTION SHARES VALUE INTERNET RETAIL 10.2% Amazon.com, Inc. (a)........................................ 250,000 $ 11,610,000 eBay, Inc. (a).............................................. 320,000 17,721,600 InterActiveCorp (a)......................................... 150,000 5,551,500 ------------ 34,883,100 ------------ INTERNET SOFTWARE & SERVICES 3.8% At Road, Inc. (a)........................................... 121,900 1,637,117 Netease.com, Inc.--ADR (China) (a).......................... 50,000 2,545,500 United Online, Inc. (a)..................................... 75,000 2,858,250 Yahoo!, Inc. (a)............................................ 175,000 5,845,000 ------------ 12,885,867 ------------ PHARMACEUTICALS 1.8% American Pharmaceutical Partners, Inc. (a).................. 35,000 1,667,400 Teva Pharmaceutical Industries, Ltd.--ADR (Israel).......... 75,000 4,403,400 ------------ 6,070,800 ------------ SEMICONDUCTOR EQUIPMENT 22.6% Applied Materials, Inc. (a)................................. 675,000 14,580,000 ASML Holding N.V. (Netherlands) (a)......................... 250,000 3,975,000 Brooks Automation, Inc. (a)................................. 125,000 3,056,250 Entegris, Inc. (a).......................................... 200,000 2,944,000 Integrated Circuit Systems, Inc. (a)........................ 125,000 4,315,000 KLA-Tencor Corp. (a)........................................ 250,000 14,840,000 Lam Research Corp. (a)...................................... 600,000 15,432,000 Novellus Systems, Inc. (a).................................. 300,000 11,988,000 Teradyne, Inc. (a).......................................... 100,000 1,783,000 Varian Semiconductor Equipment Associates, Inc. (a)......... 100,000 4,057,000 ------------ 76,970,250 ------------ SEMICONDUCTORS 19.6% Analog Devices, Inc. (a).................................... 125,000 5,125,000 Broadcom Corp., Class A (a)................................. 150,000 4,098,000 Cypress Semiconductor Corp. (a)............................. 225,000 4,178,250 Intel Corp. ................................................ 475,000 13,594,500 Intersil Corp., Class A (a)................................. 150,000 4,369,500 Linear Technology Corp. .................................... 175,000 7,213,500 Marvell Technology Group Ltd. (Bermuda) (a)................. 150,000 6,325,500 Maxim Integrated Products, Inc. ............................ 75,000 3,368,250 Micron Technology, Inc. (a)................................. 175,000 2,513,000 National Semiconductor Corp. (a)............................ 125,000 3,642,500 Omnivision Technologies, Inc. (a)........................... 75,000 3,329,250 RF Micro Devices, Inc. (a).................................. 175,000 1,543,500 Skyworks Solutions, Inc. (a)................................ 150,000 1,701,000 Taiwan Semiconductor Manufacturing Co., Ltd.--ADR (Taiwan-Republic of China)................................ 297,000 3,498,660 Texas Instruments, Inc. .................................... 100,000 2,385,000 ------------ 66,885,410 ------------ </Table> 8 See Notes to Financial Statements YOUR FUND'S INVESTMENTS August 31, 2003 <Table> <Caption> MARKET DESCRIPTION SHARES VALUE SYSTEMS SOFTWARE 6.6% Microsoft Corp. ............................................ 255,000 $ 6,762,600 Oracle Corp. (a)............................................ 200,000 2,556,000 Symantec Corp. (a).......................................... 65,000 3,732,950 VERITAS Software Corp. (a).................................. 275,000 9,482,000 ------------ 22,533,550 ------------ WIRELESS TELECOMMUNICATION SERVICES 1.0% Nextel Communications, Inc., Class A (a).................... 175,000 3,374,000 ------------ TOTAL LONG-TERM INVESTMENTS 99.7% (Cost $252,859,893).................................................. 340,004,427 REPURCHASE AGREEMENT 0.8% UBS Securities LLC ($2,817,000 par collateralized by U.S. Government obligations in a pooled cash account, dated 08/29/03, to be sold on 09/02/03 at $2,817,307) (Cost $2,817,000).................................................. 2,817,000 ------------ TOTAL INVESTMENTS 100.5% (Cost $255,676,893)................................................ 342,821,427 LIABILITIES IN EXCESS OF OTHER ASSETS (0.5%)........................ (1,541,630) ------------ NET ASSETS 100.0%................................................... $341,279,797 ============ </Table> (a) Non-income producing security as this stock currently does not declare dividends. ADR--American Depositary Receipt See Notes to Financial Statements 9 FINANCIAL STATEMENTS Statement of Assets and Liabilities August 31, 2003 <Table> ASSETS: Total Investments (Cost $255,676,893)....................... $ 342,821,427 Receivables: Investments Sold.......................................... 981,198 Fund Shares Sold.......................................... 396,636 Dividends................................................. 19,640 Interest.................................................. 230 Other....................................................... 39,836 --------------- Total Assets............................................ 344,258,967 --------------- LIABILITIES: Payables: Distributor and Affiliates................................ 1,012,861 Investments Purchased..................................... 840,598 Fund Shares Repurchased................................... 379,061 Investment Advisory Fee................................... 241,554 Custodian Bank............................................ 2,462 Accrued Expenses............................................ 448,444 Trustees' Deferred Compensation and Retirement Plans........ 54,190 --------------- Total Liabilities....................................... 2,979,170 --------------- NET ASSETS.................................................. $ 341,279,797 =============== NET ASSETS CONSIST OF: Capital (Par value of $.01 per share with an unlimited number of shares authorized).............................. $ 1,941,070,123 Net Unrealized Appreciation................................. 87,144,534 Accumulated Net Investment Loss............................. (61,268) Accumulated Net Realized Loss............................... (1,686,873,592) --------------- NET ASSETS.................................................. $ 341,279,797 =============== MAXIMUM OFFERING PRICE PER SHARE: Class A Shares: Net asset value and redemption price per share (Based on net assets of $125,262,551 and 31,873,469 shares of beneficial interest issued and outstanding)............. $ 3.93 Maximum sales charge (5.75% * of offering price)........ .24 --------------- Maximum offering price to public........................ $ 4.17 =============== Class B Shares: Net asset value and offering price per share (Based on net assets of $172,654,201 and 45,368,129 shares of beneficial interest issued and outstanding)............. $ 3.81 =============== Class C Shares: Net asset value and offering price per share (Based on net assets of $43,363,045 and 11,393,147 shares of beneficial interest issued and outstanding)............. $ 3.81 =============== </Table> * On sales of $50,000 or more, the sales charge will be reduced. 10 See Notes to Financial Statements Statement of Operations For the Year Ended August 31, 2003 <Table> INVESTMENT INCOME: Dividends (Net of foreign withholding taxes of $10,840)..... $ 346,925 Interest.................................................... 66,447 ------------ Total Income............................................ 413,372 ------------ EXPENSES: Shareholder Services........................................ 4,454,865 Investment Advisory Fee..................................... 2,485,355 Distribution (12b-1) and Service Fees (Attributed to Classes A, B and C of $257,646, $1,367,123 and $350,170, respectively)............................................. 1,974,939 Custody..................................................... 27,989 Legal....................................................... 19,315 Trustees' Fees and Related Expenses......................... 18,007 Other....................................................... 301,017 ------------ Total Expenses.......................................... 9,281,487 Less Credits Earned on Cash Balances.................... 1,704 ------------ Net Expenses............................................ 9,279,783 ------------ NET INVESTMENT LOSS......................................... $ (8,866,411) ============ REALIZED AND UNREALIZED GAIN/LOSS: Net Realized Loss........................................... $(79,234,441) ------------ Unrealized Appreciation/Depreciation: Beginning of the Period................................... (88,123,322) End of the Period......................................... 87,144,534 ------------ Net Unrealized Appreciation During the Period............... 175,267,856 ------------ NET REALIZED AND UNREALIZED GAIN............................ $ 96,033,415 ============ NET INCREASE IN NET ASSETS FROM OPERATIONS.................. $ 87,167,004 ============ </Table> See Notes to Financial Statements 11 Statements of Changes in Net Assets <Table> <Caption> YEAR ENDED YEAR ENDED AUGUST 31, 2003 AUGUST 31, 2002 ------------------------------------- FROM INVESTMENT ACTIVITIES: Operations: Net Investment Loss................................... $ (8,866,411) $ (12,760,483) Net Realized Loss..................................... (79,234,441) (183,629,834) Net Unrealized Appreciation/Depreciation During the Period.............................................. 175,267,856 (54,983,554) ------------- ------------- NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES... 87,167,004 (251,373,871) ------------- ------------- FROM CAPITAL TRANSACTIONS: Proceeds from Shares Sold............................. 162,947,100 142,260,287 Cost of Shares Repurchased............................ (180,950,468) (186,278,473) ------------- ------------- NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS.... (18,003,368) (44,018,186) ------------- ------------- TOTAL INCREASE/DECREASE IN NET ASSETS................. 69,163,636 (295,392,057) NET ASSETS: Beginning of the Period............................... 272,116,161 567,508,218 ------------- ------------- End of the Period (Including accumulated net investment loss of $61,268 and $38,224, respectively)....................................... $ 341,279,797 $ 272,116,161 ============= ============= </Table> 12 See Notes to Financial Statements Financial Highlights THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> JULY 26, 1999 YEAR ENDED AUGUST 31, (COMMENCEMENT CLASS A SHARES ------------------------------------------- OF OPERATIONS) TO 2003 (a) 2002 (a) 2001 (a) 2000 AUGUST 31, 1999 ---------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.......................... $ 2.90 $ 5.49 $ 26.81 $ 11.17 $10.00 ------ ------- ------- ------- ------ Net Investment Loss............. (.08) (.11) (.18) (.16) (.01) Net Realized and Unrealized Gain/Loss..................... 1.11 (2.48) (21.14) 15.80 1.18 ------ ------- ------- ------- ------ Total from Investment Operations...................... 1.03 (2.59) (21.32) 15.64 1.17 ------ ------- ------- ------- ------ NET ASSET VALUE, END OF THE PERIOD.......................... $ 3.93 $ 2.90 $ 5.49 $ 26.81 $11.17 ====== ======= ======= ======= ====== Total Return (b).................. 35.52% -47.18% -79.51% 139.93% 11.70%* Net Assets at End of the Period (In millions)................... $125.3 $ 103.5 $ 198.8 $ 928.8 $ 49.7 Ratio of Expenses to Average Net Assets.......................... 2.88% 2.39% 1.65% 1.47% 1.45% Ratio of Net Investment Loss to Average Net Assets.............. (2.73%) (2.31%) (1.48%) (1.14%) (1.03%) Portfolio Turnover................ 152% 142% 274% 167% 7%* </Table> * Non-Annualized (a) Based on average shares outstanding. (b) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within one year of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to .25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. See Notes to Financial Statements 13 Financial Highlights THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> JULY 26, 1999 YEAR ENDED AUGUST 31, (COMMENCEMENT CLASS B SHARES -------------------------------------------- OF OPERATIONS) TO 2003 (a) 2002 (a) 2001 (a) 2000 AUGUST 31, 1999 ----------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.......................... $ 2.83 $ 5.41 $ 26.59 $ 11.16 $10.00 ------ ------- ------- -------- ------ Net Investment Loss............. (.10) (.14) (.28) (.28) (.02) Net Realized and Unrealized Gain/Loss..................... 1.08 (2.44) (20.90) 15.71 1.18 ------ ------- ------- -------- ------ Total from Investment Operations...................... .98 (2.58) (21.18) 15.43 1.16 ------ ------- ------- -------- ------ NET ASSET VALUE, END OF THE PERIOD.......................... $ 3.81 $ 2.83 $ 5.41 $ 26.59 $11.16 ====== ======= ======= ======== ====== Total Return (b).................. 34.63% -47.69% -79.65% 138.17% 11.60%* Net Assets at End of the Period (In millions)................... $172.7 $ 133.8 $ 288.4 $1,442.2 $164.3 Ratio of Expenses to Average Net Assets.......................... 3.65% 3.16% 2.40% 2.23% 2.21% Ratio of Net Investment Loss to Average Net Assets.............. (3.50%) (3.08%) (2.24%) (1.89%) (1.79%) Portfolio Turnover................ 152% 142% 274% 167% 7%* </Table> * Non-Annualized (a) Based on average shares outstanding. (b) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 14 See Notes to Financial Statements Financial Highlights THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> JULY 26, 1999 YEAR ENDED AUGUST 31, (COMMENCEMENT CLASS C SHARES ------------------------------------------- OF OPERATIONS) TO 2003 (a) 2002 (a) 2001 (a) 2000 AUGUST 31, 1999 ---------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.......................... $ 2.83 $ 5.41 $ 26.59 $ 11.16 $10.00 ------ ------- ------- ------- ------ Net Investment Loss............. (.10) (.14) (.28) (.27) (.02) Net Realized and Unrealized Gain/Loss..................... 1.08 (2.44) (20.90) 15.70 1.18 ------ ------- ------- ------- ------ Total from Investment Operations...................... .98 (2.58) (21.18) 15.43 1.16 ------ ------- ------- ------- ------ NET ASSET VALUE, END OF THE PERIOD.......................... $ 3.81 $ 2.83 $ 5.41 $ 26.59 $11.16 ====== ======= ======= ======= ====== Total Return (b).................. 34.63% -47.69% -79.65% 138.17% 11.60%* Net Assets at End of the Period (In millions)................... $ 43.4 $ 34.7 $ 80.3 $ 412.0 $ 28.0 Ratio of Expenses to Average Net Assets.......................... 3.66% 3.16% 2.40% 2.22% 2.21% Ratio of Net Investment Loss to Average Net Assets.............. (3.51%) (3.08%) (2.23%) (1.88%) (1.79%) Portfolio Turnover................ 152% 142% 274% 167% 7%* </Table> * Non-Annualized (a) Based on average shares outstanding. (b) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. See Notes to Financial Statements 15 NOTES TO FINANCIAL STATEMENTS August 31, 2003 1. SIGNIFICANT ACCOUNTING POLICIES Van Kampen Technology Fund (the "Fund") is organized as a series of Van Kampen Equity Trust II (the "Trust"), a Delaware business trust, and is registered as a diversified, open-end management investment company under the Investment Company Act of 1940 (the "1940 Act"), as amended. The Fund's investment objective is to seek capital appreciation. The Fund commenced investment operations on July 26, 1999 with three classes of common shares: Class A, Class B, and Class C. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 in securities listed on a securities exchange are valued at their sales price as of the close of such securities exchange. Equity securities traded on NASDAQ are valued at the NASDAQ Official Closing Price. Listed securities and unlisted securities for which the last sales price is not available are valued at the mean of the bid and asked prices. For those securities where quotations or prices are not available, valuations are determined 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, which approximates market value. B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date basis. Realized gains and losses are determined on an identified cost basis. The Fund may invest in repurchase agreements, which are short-term investments whereby the Fund acquires ownership of a debt security and the seller agrees to repurchase the security at a future time and specified price. The Fund may invest independently in repurchase agreements, or transfer uninvested cash balances into a pooled cash account along with other investment companies advised by Van Kampen Asset Management Inc. (the "Adviser") or its affiliates, the daily aggregate of which is invested in repurchase agreements. Repurchase agreements are fully collateralized by the underlying debt security. The Fund will make payment for such securities only upon physical delivery or evidence of book entry transfer to the account of the custodian bank. The seller is required to maintain the value of the underlying security at not less than the repurchase proceeds due the Fund. C. INCOME AND EXPENSES Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares, except for distribution and service fees and transfer agency costs which are unique to each class of shares. 16 NOTES TO FINANCIAL STATEMENTS August 31, 2003 D. FEDERAL INCOME TAXES It is the Fund'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 Fund 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 August 31, 2003, the Fund had an accumulated capital loss carryforward for tax purposes of $1,655,792,355, which will expire between August 31, 2007 and August 31, 2011. At August 31, 2003, the cost and related gross unrealized appreciation and depreciation are as follows: <Table> Cost of investments for tax purposes........................ $268,215,435 ============ Gross tax unrealized appreciation........................... $ 77,056,140 Gross tax unrealized depreciation........................... (2,450,148) ------------ Net tax unrealized appreciation on investments.............. $ 74,605,992 ============ </Table> E. DISTRIBUTION OF INCOME AND GAINS The Fund declares and pays dividends annually from net investment income and from net realized gains, if any. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes. Due to inherent differences in the recognition of income, expenses, and realized gains/ losses under accounting principles generally accepted in the United States of America and federal income tax purposes, permanent differences between book and tax basis reporting for the 2003 fiscal year have been identified and appropriately reclassified on the Statement of Assets and Liabilities. At August 31, 2003, a permanent book to tax basis difference relating to a net operating loss totaling $8,839,931 was reclassified from accumulated net investment loss to capital. Additionally, a permanent book to tax basis difference related to the Fund's investment in other regulated investment companies totaling $3,436 was reclassified from accumulated net investment loss to accumulated net realized loss. Net realized gains or losses may differ for financial and tax reporting purposes primarily as a result of the deferral of losses related to wash sale transactions and post October losses which are not recognized for tax purposes until the first day of the following fiscal year. F. EXPENSE REDUCTIONS During the year ended August 31, 2003, the Fund's custody fee was reduced by $1,704 as a result of credits earned on cash balances. 17 NOTES TO FINANCIAL STATEMENTS August 31, 2003 2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES Under the terms of the Fund's Investment Advisory Agreement, the Adviser will provide investment advice and facilities to the Fund for an annual fee payable monthly as follows: <Table> <Caption> AVERAGE DAILY NET ASSETS % PER ANNUM First $500 million.......................................... .90% Next $500 million........................................... .85% Over $1 billion............................................. .80% </Table> For the year ended August 31, 2003, the Fund recognized expenses of approximately $7,600 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom (Illinois), counsel to the Fund, of which a trustee of the Fund is an affiliated person. Under separate Accounting Services and Legal Services agreements, the Adviser provides accounting and legal services to the Fund. The Adviser allocates the cost of such services to each fund. For the year ended August 31, 2003, the Fund recognized expenses of approximately $36,600 representing Van Kampen Investments Inc.'s or its affiliates' (collectively "Van Kampen") cost of providing accounting and legal services to the Fund, which are reported as part of "Other" and "Legal" expenses, respectively, in the Statement of Operations. Van Kampen Investor Services Inc.(VKIS), an affiliate of the Adviser, serves as the shareholder servicing agent for the Fund. For the year ended August 31, 2003, the Fund recognized expenses of approximately $3,732,400, representing shareholder servicing fees paid to VKIS. Shareholder servicing fees are determined through negotiations with the Fund's Board of Trustees. Certain officers and trustees of the Fund are also officers and directors of Van Kampen. The Fund does not compensate its officers or trustees who are officers of Van Kampen. The Fund 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. Amounts deferred are retained by the Fund, and to the extent permitted by the 1940 Act, as amended, may be invested in the common shares of those funds selected by the trustees. Investments in such funds of $37,038 are included in "Other" assets on the Statement of Assets and Liabilities at August 31, 2003. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund. Benefits under the retirement plan are payable upon retirement for a ten-year period and are based upon each trustee's years of service to the Fund. The maximum annual benefit per trustee under the plan is $2,500. For the year ended August 31, 2003, the Fund paid brokerage commissions to Morgan Stanley DW Inc., an affiliate of Van Kampen, totaling $33,075. 18 NOTES TO FINANCIAL STATEMENTS August 31, 2003 3. CAPITAL TRANSACTIONS At August 31, 2003, capital aggregated $725,383,116, $929,002,064, and $286,684,943 for Classes A, B and C, respectively. For the year ended August 31, 2003, transactions were as follows: <Table> <Caption> SHARES VALUE Sales: Class A................................................... 45,209,810 $ 130,925,282 Class B................................................... 8,338,529 25,325,522 Class C................................................... 2,195,056 6,696,296 ----------- ------------- Total Sales................................................. 55,743,395 $ 162,947,100 =========== ============= Repurchases: Class A................................................... (49,042,951) $(142,389,017) Class B................................................... (10,222,198) (29,649,186) Class C................................................... (3,071,460) (8,912,265) ----------- ------------- Total Repurchases........................................... (62,336,609) $(180,950,468) =========== ============= </Table> At August 31, 2002, capital aggregated $740,091,439, $937,797,869, and $290,024,114 for Classes A, B and C, respectively. For the year ended August 31, 2002, transactions were as follows: <Table> <Caption> SHARES VALUE Sales: Class A................................................... 22,050,651 $ 93,518,042 Class B................................................... 7,962,773 36,622,083 Class C................................................... 2,673,715 12,120,162 ----------- ------------- Total Sales................................................. 32,687,139 $ 142,260,287 =========== ============= Repurchases: Class A................................................... (22,532,471) $(101,113,997) Class B................................................... (14,059,396) (61,596,804) Class C................................................... (5,268,462) (23,567,672) ----------- ------------- Total Repurchases........................................... (41,860,329) $(186,278,473) =========== ============= </Table> Class B Shares and any dividend reinvestment plan Class B Shares received thereon automatically convert to Class A Shares eight years after the end of the calendar month in which the shares were purchased. For the years ended August 31, 2003 and 2002, 63,082 and 0 Class B Shares automatically converted to Class A Shares, respectively, and are shown in the above tables as sales of Class A Shares and repurchases of Class B Shares. Class C Shares do not possess a conversion feature. Class B and C Shares are offered without a front end sales charge, but are subject to a contingent deferred sales charge (CDSC). The CDSC for Class B and C Shares will be imposed on most redemptions made within five years of the purchase 19 NOTES TO FINANCIAL STATEMENTS August 31, 2003 for Class B Shares and within one year of the purchase for Class C Shares as detailed in the following schedule. <Table> <Caption> CONTINGENT DEFERRED SALES CHARGE AS A PERCENTAGE OF DOLLAR AMOUNT SUBJECT TO CHARGE -------------------------- YEAR OF REDEMPTION CLASS B CLASS C First....................................................... 5.00% 1.00% Second...................................................... 4.00% None Third....................................................... 3.00% None Fourth...................................................... 2.50% None Fifth....................................................... 1.50% None Sixth and Thereafter........................................ None None </Table> For the year ended August 31, 2003, Van Kampen, as Distributor for the Fund, received net commissions on sales of the Fund's Class A Shares of approximately $71,700 and CDSC on redeemed shares of Classes B and C of approximately $464,300. Sales charges do not represent expenses of the Fund. 4. INVESTMENT TRANSACTIONS During the period, the cost of purchases and proceeds from sales of investments, excluding short-term investments, were $417,095,216 and $439,424,460, respectively. 5. DISTRIBUTION AND SERVICE PLANS With respect to its Class A Shares, Class B Shares, and Class C Shares, the Fund and its shareholders have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act and a service plan (collectively, the "Plans"). The Plans govern payments for: the distribution of the Fund's Class A Shares, Class B Shares, and Class C Shares; the provision of ongoing shareholder services with respect to such classes of shares; and the maintenance of shareholder accounts with respect to such classes of shares. Annual fees under the Plans of up to .25% of Class A average daily net assets and 1.00% each of Class B and Class C average daily net assets are accrued daily. The amount of distribution expenses incurred by Van Kampen and not yet reimbursed ("unreimbursed receivable") was approximately $27,731,500 and $217,400 for Class B and Class C Shares, respectively. These amounts may be recovered from future payments under the distribution plan or CDSC. To the extent the unreimbursed receivable has been fully recovered, any excess 12b-1 fees will be refunded to the Fund on a quarterly basis. Included in these fees for the year ended August 31, 2003, are payments retained by Van Kampen of approximately $1,103,600 and payments made to Morgan Stanley DW Inc., an affiliate of the Adviser, of approximately $195,800. 20 REPORT OF INDEPENDENT AUDITORS To the Shareholders and Board of Trustees of Van Kampen Technology Fund We have audited the accompanying statement of assets and liabilities of Van Kampen Technology Fund (the "Fund"), including the portfolio of investments, as of August 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of the Fund for the period from July 26, 1999 (commencement of investment operations) through August 31, 1999 were audited by other auditors whose report dated October 6, 1999 expressed an unqualified opinion on those financial highlights. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 and financial highlights. Our procedures included confirmation of securities owned as of August 31, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 the Van Kampen Technology Fund at August 31, 2003, 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 four years in the period then ended in conformity with accounting principles generally accepted in the United States. -s- Ernst & Young LLP Chicago, Illinois October 8, 2003 21 VAN KAMPEN INVESTMENTS THE VAN KAMPEN FAMILY OF FUNDS Global/International Asian Equity** Emerging Markets European Value Equity Global Equity Allocation Global Franchise Global Value Equity International Advantage International Magnum Latin American** Worldwide High Income Growth Aggressive Growth American Value Emerging Growth Enterprise Equity Growth Focus Equity Growth Mid Cap Growth Pace Select Growth Small Cap Growth Small Cap Value Technology Growth and Income Comstock Equity and Income Growth and Income Harbor Real Estate Securities Utility Value Value Opportunities Income Corporate Bond Government Securities High Income Corporate Bond High Yield Limited Maturity Government U.S. Government Tax Free California Insured Tax Free High Yield Municipal* Insured Tax Free Income Intermediate Term Municipal Income Municipal Income New York Tax Free Income Pennsylvania Tax Free Income Strategic Municipal Income Capital Preservation Reserve Tax Free Money Senior Loan Senior Loan Fund For more complete information, including risk considerations, fees, sales charges and ongoing expenses, please contact your financial advisor for a prospectus. 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 VANKAMPEN.COM-- to view a prospectus, select Download Fund Info (COMPUTER ICON) - - call us at (800) 847-2424 Telecommunications Device for the Deaf (TDD) users, call (800) 421-2833. (PHONE ICON) - - e-mail us by visiting VANKAMPEN.COM and selecting Contact Us (MAIL ICON) * Open to new investors for a limited time ** Closed to new investors. 22 BOARD OF TRUSTEES AND IMPORTANT ADDRESSES VAN KAMPEN TECHNOLOGY FUND BOARD OF TRUSTEES DAVID C. ARCH J. MILES BRANAGAN JERRY D. CHOATE ROD DAMMEYER LINDA HUTTON HEAGY R. CRAIG KENNEDY HOWARD J KERR MITCHELL M. MERIN* JACK E. NELSON RICHARD F. POWERS, III* HUGO F. SONNENSCHEIN WAYNE W. WHALEN* - Chairman SUZANNE H. WOOLSEY INVESTMENT ADVISER VAN KAMPEN ASSET MANAGEMENT INC. 1 Parkview Plaza P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 DISTRIBUTOR VAN KAMPEN FUNDS INC. 1 Parkview Plaza P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 SHAREHOLDER SERVICING AGENT VAN KAMPEN INVESTOR SERVICES INC. P.O. Box 947 Jersey City, New Jersey 07303-0947 CUSTODIAN STATE STREET BANK AND TRUST COMPANY 225 Franklin Street P.O. Box 1713 Boston, Massachusetts 02110 LEGAL COUNSEL SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 West Wacker Drive Chicago, Illinois 60606 INDEPENDENT AUDITORS ERNST & YOUNG LLP 233 South Wacker Drive Chicago, Illinois 60606 * "Interested persons" of the Fund, as defined in the Investment Company Act of 1940, as amended. 23 TRUSTEES AND OFFICERS The business and affairs of the Fund are managed under the direction of the Fund's Board of Trustees and the Fund's officers appointed by the Board of Trustees. The tables below list the trustees and executive officers of the Fund and their principal occupations during the last five years, other directorships held by trustees and their affiliations, if any, with Van Kampen Investments Inc. ("Van Kampen Investments"), Van Kampen Investment Advisory Corp. ("Advisory Corp."), Van Kampen Asset Management Inc. ("Asset Management"), Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). Advisory Corp. and Asset Management sometimes are referred to herein collectively as the "Advisers." The term "Fund Complex" includes each of the investment companies advised by the Advisers or their affiliates as of the date of this Statement of Additional Information. Trustees serve until reaching their retirement age or until their successors are duly elected and qualified. Officers are annually elected by the trustees. INDEPENDENT TRUSTEES <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE David C. Arch (58) Trustee Trustee Chairman and Chief 90 Trustee/Director/Managing Blistex Inc. since 2003 Executive Officer of General Partner of funds 1800 Swift Drive Blistex Inc., a consumer in the Fund Complex. Oak Brook, IL 60523 health care products manufacturer. Former Director of the World Presidents Organization-Chicago Chapter. Director of the Heartland Alliance, a nonprofit organization serving human needs based in Chicago. J. Miles Branagan (71) Trustee Trustee Private investor. 88 Trustee/Director/Managing 1632 Morning Mountain Road since 1999 Co-founder, and prior to General Partner of funds Raleigh, NC 27614 August 1996, Chairman, in the Fund Complex. Chief Executive Officer and President, MDT Corporation (now known as Getinge/Castle, Inc., a subsidiary of Getinge Industrier AB), a company which develops, manufactures, markets and services medical and scientific equipment. </Table> 24 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Jerry D. Choate (65) Trustee Trustee Prior to January 1999, 88 Trustee/Director/Managing 33971 Selva Road since 1999 Chairman and Chief General Partner of funds Suite 130 Executive Officer of the in the Fund Complex. Dana Point, CA 92629 Allstate Corporation Director of Amgen Inc., a ("Allstate") and Allstate biotechnological company, Insurance Company. Prior and Director of Valero to January 1995, Energy Corporation, an President and Chief independent refining Executive Officer of company. Allstate. Prior to August 1994, various management positions at Allstate. Rod Dammeyer (62) Trustee Trustee President of CAC, llc., a 90 Trustee/Director/Managing CAC, llc. since 2003 private company offering General Partner of funds 4350 LaJolla Village Drive capital investment and in the Fund Complex. Suite 980 management advisory Director of TeleTech San Diego, CA 92122-6223 services. Prior to July Holdings Inc., 2000, Managing Partner of Stericycle, Inc., Equity Group Corporate TheraSense, Inc., GATX Investment (EGI), a Corporation, Arris Group, company that makes Inc. and Trustee of the private investments in University of Chicago other companies. Hospitals and Health Systems. Prior to May 2002, Director of Peregrine Systems Inc. Prior to February 2001, Vice Chairman and Director of Anixter International, Inc. and IMC Global Inc. Prior to July 2000, Director of Allied Riser Communications Corp., Matria Healthcare Inc., Transmedia Networks, Inc., CNA Surety, Corp. and Grupo Azcarero Mexico (GAM). Prior to April 1999, Director of Metal Management, Inc. </Table> 25 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Linda Hutton Heagy (55) Trustee Trustee Managing Partner of 88 Trustee/Director/Managing Heidrick & Struggles since 1999 Heidrick & Struggles, an General Partner of funds 233 South Wacker Drive executive search firm. in the Fund Complex. Suite 7000 Trustee on the University Chicago, IL 60606 of Chicago Hospitals Board, Vice Chair of the Board of the YMCA of Metropolitan Chicago and a member of the Women's Board of the University of Chicago. Prior to 1997, Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1996, Trustee of The International House Board, a fellowship and housing organization for international graduate students. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company. Prior to 1992, Executive Vice President of La Salle National Bank. R. Craig Kennedy (51) Trustee Trustee Director and President of 88 Trustee/Director/Managing 11 DuPont Circle, N.W. since 1999 the German Marshall Fund General Partner of funds Washington, D.C. 20016 of the United States, an in the Fund Complex. independent U.S. foundation created to deepen understanding, promote collaboration and stimulate exchanges of practical experience between Americans and Europeans. Formerly, advisor to the Dennis Trading Group Inc., a managed futures and option company that invests money for individuals and institutions. Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation. Howard J Kerr (67) Trustee Trustee Prior to 1998, President 90 Trustee/Director/Managing 736 North Western Avenue since 2003 and Chief Executive General Partner of funds P.O. Box 317 Officer of Pocklington in the Fund Complex. Lake Forest, IL 60045 Corporation, Inc., an Director of the Lake investment holding Forest Bank & Trust. company. Director of the Marrow Foundation </Table> 26 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Jack E. Nelson (67) Trustee Trustee President of Nelson 88 Trustee/Director/Managing 423 Country Club Drive since 1999 Investment Planning General Partner of funds Winter Park, FL 32789 Services, Inc., a in the Fund Complex. financial planning company and registered investment adviser in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the NASD, Securities Investors Protection Corp. and the Municipal Securities Rulemaking Board. President of Nelson Sales and Services Corporation, a marketing and services company to support affiliated companies. Hugo F. Sonnenschein (62) Trustee Trustee President Emeritus and 90 Trustee/Director/Managing 1126 E. 59th Street since 2003 Honorary Trustee of the General Partner of funds Chicago, IL 60637 University of Chicago and in the Fund Complex. the Adam Smith Director of Winston Distinguished Service Laboratories, Inc. Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences. Suzanne H. Woolsey (61) Trustee Trustee Chief Communications 88 Trustee/Director/Managing 2101 Constitution Ave., N.W. since 1999 Officer of the National General Partner of funds Room 285 Academy of in the Fund Complex. Washington, D.C. 20418 Sciences/National Director of Neurogen Research Council, an Corporation, a independent, federally pharmaceutical company, chartered policy since January 1998. institution, since 2001 and previously Chief Operating Officer from 1993 to 2001. Director of the Institute for Defense Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, and Trustee of Colorado College. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand. </Table> 27 INTERESTED TRUSTEES* <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Mitchell M. Merin* (50) Trustee, Trustee President and Chief 88 Trustee/Director/Managing 1221 Avenue of the Americas President since 1999 Executive Officer of General Partner of funds New York, NY 10020 and Chief funds in the Fund in the Fund Complex. Executive Complex. Chairman, Officer President, Chief Executive Officer and Director of the Advisers and VK Advisors Inc. since December 2002. Chairman, President and Chief Executive Officer of Van Kampen Investments since December 2002. Director of Van Kampen Investments since December 1999. Chairman and Director of Van Kampen Funds Inc. since December 2002. President, Director and Chief Operating Officer of Morgan Stanley Investment Management since December 1998. President and Director since April 1997 and Chief Executive Officer since June 1998 of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. Chairman, Chief Executive Officer and Director of Morgan Stanley Distributors Inc. since June 1998. Chairman since June 1998, and Director since January 1998 of Morgan Stanley Trust. Director of various Morgan Stanley subsidiaries. President of the Morgan Stanley Funds since May 1999. Previously Chief Executive Officer of Van Kampen Funds Inc. from December 2002 to July 2003, Chief Strategic Officer of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. and Executive Vice President of Morgan Stanley Distributors Inc. from April 1997 to June 1998. Chief Executive Officer from September 2002 to April 2003 and Vice President from May 1997 to April 1999 of the Morgan Stanley Funds. </Table> 28 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Richard F. Powers, III* (57) Trustee Trustee Advisory Director of 90 Trustee/Director/Managing 1 Parkview Plaza since 1999 Morgan Stanley. Prior to General Partner of funds P.O. Box 5555 December 2002, Chairman, in the Fund Complex. Oakbrook Terrace, IL 60181 Director, President, Chief Executive Officer and Managing Director of Van Kampen Investments and its investment advisory, distribution and other subsidiaries. Prior to December 2002, President and Chief Executive Officer of funds in the Fund Complex. Prior to May 1998, Executive Vice President and Director of Marketing at Morgan Stanley and Director of Dean Witter, Discover & Co. and Dean Witter Realty. Prior to 1996, Director of Dean Witter Reynolds Inc. Wayne W. Whalen* (64) Trustee Trustee Partner in the law firm 90 Trustee/Director/Managing 333 West Wacker Drive since 1999 of Skadden, Arps, Slate, General Partner of funds Chicago, IL 60606 Meagher & Flom in the Fund Complex. (Illinois), legal counsel to funds in the Fund Complex. </Table> * Such trustee is an "interested person" (within the meaning of Section 2(a)(19) of the 1940 Act). Mr. Whalen is an interested person of certain funds in the Fund Complex by reason of his firm currently acting as legal counsel to such funds in the Fund Complex. Messrs. Merin and Powers are interested persons of funds in the Fund Complex and the Advisers by reason of their current or former positions with Morgan Stanley or its affiliates. 29 OFFICERS <Table> <Caption> TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS Stephen L. Boyd (62) Vice President Officer Managing Director of Global Research Investment Management. 2800 Post Oak Blvd. since 1999 Vice President of funds in the Fund Complex. Prior to 45th Floor December 2002, Chief Investment Officer of Van Kampen Houston, TX 77056 Investments and President and Chief Operations Officer of the Advisers and Van Kampen Advisors Inc. Prior to May 2002, Executive Vice President and Chief Investment Officer of funds in the Fund Complex. Prior to May 2001, Managing Director and Chief Investment Officer of Van Kampen Investments, and Managing Director and President of the Advisers and Van Kampen Advisors Inc. Prior to December 2000, Executive Vice President and Chief Investment Officer of Van Kampen Investments, and President and Chief Operating Officer of the Advisers. Prior to April 2000, Executive Vice President and Chief Investment Officer for Equity Investments of the Advisers. Prior to October 1998, Vice President and Senior Portfolio Manager with AIM Capital Management, Inc. Prior to February 1998, Senior Vice President and Portfolio Manager of Van Kampen American Capital Asset Management, Inc., Van Kampen American Capital Investment Advisory Corp. and Van Kampen American Capital Management, Inc. Stefanie V. Chang (36) Vice President Officer Executive Director of Morgan Stanley Investment Management. 1221 Avenue of the Americas since 2003 Vice President of funds in the Fund Complex. New York, NY 10020 Joseph J. McAlinden (60) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan 1221 Avenue of the Americas President and Chief since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment New York, NY 10020 Investment Officer Management Inc. and Morgan Stanley Investments LP and Director of Morgan Stanley Trust for over 5 years. Executive Vice President and Chief Investment Officer of funds in the Fund Complex. Managing Director and Chief Investment Officer of Van Kampen Investments, the Advisers and Van Kampen Advisors Inc. since December 2002. </Table> 30 <Table> <Caption> TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS John R. Reynoldson (50) Vice President Officer Executive Director and Portfolio Specialist of the Advisers 1 Parkview Plaza since 1999 and Van Kampen Advisors Inc. Vice President of funds in the P.O. Box 5555 Fund Complex. Prior to July 2001, Principal and Co-head of Oakbrook Terrace, IL 60181 the Fixed Income Department of the Advisers and Van Kampen Advisors Inc. Prior to December 2000, Senior Vice President of the Advisers and Van Kampen Advisors Inc. Prior to May 2000, Senior Vice President of the investment grade taxable group for the Advisers. Prior to June 1999, Senior Vice President of the government securities bond group for Asset Management. Ronald E. Robison (64) Executive Vice Officer Chief Executive Officer and Chairman of Investor Services. 1221 Avenue of the Americas President and since 2003 Executive Vice President and Principal Executive Officer of New York, NY 10020 Principal Executive funds in the Fund Complex. Chief Global Operations Officer Officer and Managing Director of Morgan Stanley Investment Management Inc. Managing Director of Morgan Stanley. Managing Director and Director of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. Chief Executive Officer and Director of Morgan Stanley Trust. Vice President of the Morgan Stanley Funds. A. Thomas Smith III (46) Vice President and Officer Managing Director of Morgan Stanley, Managing Director and 1221 Avenue of the Americas Secretary since 1999 Director of Van Kampen Investments, Director of the New York, NY 10020 Advisers, Van Kampen Advisors Inc., the Distributor, Investor Services and certain other subsidiaries of Van Kampen Investments. Managing Director and General Counsel-Mutual Funds of Morgan Stanley Investment Advisors, Inc. Vice President and Secretary of funds in the Fund Complex. Prior to July 2001, Managing Director, General Counsel, Secretary and Director of Van Kampen Investments, the Advisers, the Distributor, Investor Services, and certain other subsidiaries of Van Kampen Investments. Prior to December 2000, Executive Vice President, General Counsel, Secretary and Director of Van Kampen Investments, the Advisers, Van Kampen Advisors Inc., the Distributor, Investor Services and certain other subsidiaries of Van Kampen Investments. Prior to January 1999, Vice President and Associate General Counsel to New York Life Insurance Company ("New York Life"), and prior to March 1997, Associate General Counsel of New York Life. Prior to December 1993, Assistant General Counsel of The Dreyfus Corporation. Prior to August 1991, Senior Associate, Willkie Farr & Gallagher. Prior to January 1989, Staff Attorney at the Securities and Exchange Commission, Division of Investment Management, Office of Chief Counsel. </Table> 31 <Table> <Caption> TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS John L. Sullivan (48) Vice President, Chief Officer Director and Managing Director of Van Kampen Investments, 1 Parkview Plaza Financial Officer and since 1999 the Advisers, Van Kampen Advisors Inc. and certain other P.O. Box 5555 Treasurer subsidiaries of Van Kampen Investments. Vice President, Oakbrook Terrace, IL 60181 Chief Financial Officer and Treasurer of funds in the Fund Complex. Head of Fund Accounting for Morgan Stanley Investment Management. Prior to December 2002, Executive Director of Van Kampen Investments, the Advisers and Van Kampen Advisors Inc. </Table> 32 Van Kampen Privacy Notice The Van Kampen companies and investment products* respect your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain nonpublic personal information about you. This is information we collect from you on applications or other forms, and from the transactions you conduct with us, our affiliates, or third parties. We may also collect information you provide when using our Web site, and text files (also known as "cookies") may be placed on your computer to help us to recognize you and to facilitate transactions you initiate. We do not disclose any nonpublic personal information about you or any of our former customers to anyone, except as permitted by law. For instance, so that we may continue to offer you Van Kampen investment products and services that meet your investing needs, and to effect transactions that you request or authorize, we may disclose the information we collect to companies that perform services on our behalf, such as printers and mailers that assist us in the distribution of investor materials. These companies will use this information only for the services for which we hired them, and are not permitted to use or share this information for any other purpose. To protect your nonpublic personal information internally, we permit access to it only by authorized employees, and maintain physical, electronic and procedural safeguards to guard your nonpublic personal information. * Includes Van Kampen Investments Inc., Van Kampen Investment Advisory Corp., Van Kampen Asset Management Inc., Van Kampen Advisors Inc., Van Kampen Management Inc., Van Kampen Funds Inc., Van Kampen Investor Services Inc., Van Kampen System Inc. and Van Kampen Exchange Corp., as well as the many Van Kampen mutual funds and Van Kampen unit investment trusts. The Statement of Additional Information includes additional information about Fund trustees and is available, without charge, upon request by calling (800) 847-2424. Van Kampen Funds Inc. 1 Parkview Plaza, P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 www.vankampen.com (VAN KAMPEN INVESTMENTS LOGO) Copyright (C)2003 Van Kampen Funds Inc. All rights reserved. Member NASD/SIPC. 77, 177, 277 TECH ANR 10/03 12039J03-AP-10/03 Item 1. Report to Shareholders Welcome, Shareholder In this report, you'll learn about how your investment in Van Kampen International Advantage Fund performed during the annual period. The portfolio management team will provide an overview of the market conditions and discuss some of the factors that affected investment performance during the reporting period. In addition, this report includes the fund's financial statements and a list of fund investments as of August 31, 2003. This material must be preceded or accompanied by a prospectus for the fund being offered. Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the fund will achieve its investment objective. The fund is subject to market risk, which is the possibility that the market values of securities owned by the fund will decline and, therefore, the value of the fund shares may be less than what you paid for them. Accordingly, you can lose money investing in this fund. Please see the prospectus for more complete information on investment risks. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE Performance Summary PERFORMANCE OF A $10,000 INVESTMENT This chart compares your fund's performance to that of the MSCI AC World Free Index ex-USA from 9/26/2001 through 8/31/2003. Class A shares, adjusted for sales charges. (LINE GRAPH) <Table> <Caption> VAN KAMPEN INTERNATIONAL ADVANTAGE MSCI AC WORLD FREE INDEX EX USA ------------------------ ------------------------------- 9/01 9632 10266 12/01 10357 11162 3/02 10532 11286 6/02 10308 10893 9/02 8198 8743 12/02 8723 9317 3/03 7924 8570 6/03 9596 10152 8/03 10208 10691 </Table> Source: Confluence Technologies, Inc. and Bloomberg. <Table> <Caption> A SHARES B SHARES C SHARES since 9/26/01 since 9/26/01 since 9/26/01 - --------------------------------------------------------------------------------------------- AVERAGE ANNUAL W/O SALES W/SALES W/O SALES W/SALES W/O SALES W/SALES TOTAL RETURNS CHARGES CHARGES CHARGES CHARGES CHARGES CHARGES Since Inception 4.23% 1.08% 3.41% 1.42% 3.41% 3.41% 1-year 11.20 4.77 10.40 5.40 10.40 9.40 - --------------------------------------------------------------------------------------------- </Table> Past performance is no guarantee of future results. Investment return and principal value will fluctuate, and fund shares, when redeemed, may be worth more or less than their original cost. The returns shown in this report do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. As a result of recent market activity, current performance may vary from the figures shown. For more up-to-date information, please visit vankampen.com or speak with your financial advisor. Average annual total return with sales charges includes payment of the maximum sales charge of 5.75 percent for Class A shares, a contingent deferred sales charge of 5.00 percent for Class B shares (in year one and declining to zero after year five), a contingent deferred sales charge of 1.00 percent for Class C shares in year one, and combined Rule 12b-1 fees and service fees of up to 0.25 percent for Class A shares and 1.00 percent for Class B and C shares. Figures shown above assume reinvestment of all distributions. The fund's adviser has waived or reimbursed fees and expenses from time to time; absent such waivers/ reimbursements, the fund's returns would have been lower. The MSCI All Country World Free ex-USA is generally representative of world stock markets, excluding the United States. Index is unmanaged and does not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly into an index. 1 Fund Report FOR THE 12-MONTH PERIOD ENDED AUGUST 31, 2003 Van Kampen International Advantage Fund is managed by the adviser's Global Core team. Current members include(1) Kate Cornish-Bowden, Managing Director; Simon Carter, Executive Director; Michael Allison, Vice President; Mark Laskin, Vice President; and Jamie Wood, Vice President. The following discussion reflects the team's views on the fund's performance. Q. BEFORE YOU DISCUSS HOW THE FUND PERFORMED, PLEASE DESCRIBE THE OVERALL MARKET ENVIRONMENT. A. Stock markets continued to face challenges during the first half of the period but were much more favorable during the second half. -- Early on, equity investors were concerned about a likely war in Iraq, a budding nuclear crisis in North Korea, and the impact of SARS on economic growth. -- As these crises subsided, stock markets around the world rebounded impressively. For example, between the market's low point on March 12, 2003, and the end of the period, the fund gained over 36 percent. -- Stock performance was further helped by the increasingly apparent signs of a global economic recovery, spurred by worldwide interest-rate cuts as well as the beginnings of much-needed pension reforms and tax reductions in Europe. Q. HOW DID THE FUND PERFORM DURING THE REPORTING PERIOD? A. The fund underperformed its benchmark index. -- The fund returned 11.20 percent for the 12 months ended August 31, 2003. Performance figures are for Class A shares, and assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. If sales charges were included, performance would be lower. Past performance is no guarantee of future results. -- The fund's benchmark index, the MSCI All Country World Free Index ex-USA, returned 13.12 percent. See Performance Summary for additional information and index definition. (1)Team members may change at any time without notice. 2 Q. WHAT FACTORS HINDERED PERFORMANCE? A. Stock selection in the capital-goods sector as well as the food, beverages and tobacco sector hurt the fund's relative performance. Not owning certain low-quality stocks in the benchmark that had particularly strong returns during the period also detracted from results. -- In capital goods, the fund was dragged down by positions in two British companies, BAE Systems and Invensys. BAE Systems, a leading European defense contractor, was hurt when it spent far more than budgeted on the development of two large submarines for the British military. Invensys, a maker of industrial controls and automation equipment, issued a surprisingly disappointing earnings report that depressed the company's stock. -- The fund was underweighted in less economically sensitive sectors-- such as food, beverages and tobacco--because we anticipated a continuing economic recovery. Though we de-emphasized this area, we did make several stock picks that fell short of our expectations. One was Interbrew, a Belgian brewer that is one of the world's largest. Interbrew faced difficulties with some of its distribution partners. Cadbury-Schweppes, a British food and beverage company, also was a weak relative performer. Investors believed the company paid too much for its recent acquisition of Adams Chewing Gum, which manages the Trident and Dentyne brands. -- Low-quality stocks with weak fundamentals tended to be the best performers during the stock-market rally, as investors looked for higher-risk/higher-reward opportunities. By contrast, we continued to favor fundamentally sound companies with strong balance sheets, capable management teams and a clear strategic focus. <Table> TOP 10 HOLDINGS AS OF 8/31/2003 TOP 10 COUNTRIES AS OF 8/31/2003 Nokia 3.1% United Kingdom 25.3% Royal Dutch Petroleum 2.5 Japan 23.5 GlaxoSmithKline 2.5 Switzerland 9.0 Total SA 2.3 Netherlands 8.6 Koninklijke Philips Electronics 2.1 Germany 8.5 Vodafone 2.0 France 5.2 UBS 2.0 Finland 4.2 Matsushita Electric Works 1.9 Australia 2.9 AMVESCAP 1.6 Italy 1.9 Credit Suisse 1.6 Republic of Korea 1.7 </Table> Subject to change daily. All percentages are as of a percentage of long-term investments. All information is provided for informational purposes only and should not be deemed as a recommendation to buy the securities mentioned. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. 3 Q. WHAT HELPED PERFORMANCE DURING THE REPORTING PERIOD? A. Relative performance was helped by stock selection in technology hardware, pharmaceuticals and retail.(2) -- Positioned for a potential economic rebound, the fund enjoyed success with holdings in Nokia (Finland), a maker of mobile phones; Canon (Japan), a diversified consumer products manufacturer; and Samsung (South Korea), a conglomerate that includes a range of technology businesses. All three benefited as investors became increasingly confident that the economy was growing. Canon and Samsung did particularly well; they derive substantial revenues from semiconductor sales, which finally started to pick up during the period. -- Pharmaceutical companies Teva Pharmaceutical Industries and GlaxoSmithKline also boosted performance. Teva, an Israeli generic-drug maker, was helped by an increasingly favorable environment for non-brand-name pharmaceutical products. GlaxoSmithKline (U.K.) benefited from increased operating and research efficiencies stemming from the 2000 merger of Glaxo Wellcome and SmithKline. -- In the retail sector, the fund was helped by our position in NEXT, an apparel, housewares, and furniture retailer in the U.K. and Ireland. NEXT was rewarded by investors for the success of its new management team, which helped boost financial results during the period. Q. PLEASE HIGHLIGHT SIGNIFICANT WEIGHTINGS FROM THE PORTFOLIO. A. At the end of the period, the fund had substantial positions in Nokia, Philips Electronics and Amvescap.(2) -- Nokia was the largest position in the fund as of August 31, 2003. Nokia is the world's leading maker of mobile phone handsets and the dominant player in its market. We were attracted to the company's strong lineup of products and sound financial condition. -- Another large holding was Philips Electronics, a Dutch maker of electronics and other consumer products. We believed the company was positioned to benefit from an expanding economy, its own internal restructuring, and a further rebound of semiconductor prices. -- Amvescap represented a third sizeable portfolio weighting. Amvescap is a global money manager whose United States brands include Invesco and AIM. The company's valuation had been depressed in recent years, paralleling the stock market's performance. We believed that as equity prices continue to improve, Amvescap's earnings could increase as well. (2)There is no guarantee that these securities will continue to perform well or be held by the fund in the future. 4 Q. NOW THAT YOU'VE PROVIDED AN OVERVIEW OF THE FUND, DO YOU HAVE ANY CLOSING THOUGHTS FOR SHAREHOLDERS? A. In recent weeks, we have noticed a marked increase in positive economic news. This has been the case in Europe, where tax cuts and pension reforms have been increasingly common; in Japan, which may be coming out of a 10-year slumber; and in other regions around the world. More importantly for investors, recent negative news has had a relatively muted effect on stock prices. In this environment, we have positioned the fund for a steady economic recovery. Although we cannot predict what the future has in store, we will continue to stick to our investment strategy and provide our shareholders with core international-stock exposure, a vital part of any investor's long-term asset allocation plan. 5 ANNUAL HOUSEHOLDING NOTICE To reduce expenses, the fund attempts to eliminate duplicate mailings to the same address. The fund delivers a single copy of certain shareholder documents to investors who share an address, even if the accounts are registered under different names. The fund's prospectus and shareholder reports (including annual privacy notices) will be delivered to you in this manner indefinitely unless you instruct us otherwise. You can request multiple copies of these documents by either calling (800) 341-2911 or writing to Van Kampen Investor Services at 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, IL 60181. Once Investor Services has received your instructions, we will begin sending individual copies for each account within 30 days. PROXY VOTING POLICIES AND PROCEDURES A description of the trust's policies and procedures with respect to the voting of proxies relating to the trust's portfolio securities is available without charge, upon request, by calling 1-800-847-2424. This information is also available on the Securities and Exchange Commission's website at http://www.sec.gov. 6 BY THE NUMBERS YOUR FUND'S INVESTMENTS August 31, 2003 THE FOLLOWING PAGES DETAIL YOUR FUND'S PORTFOLIO OF INVESTMENTS AT THE END OF THE REPORTING PERIOD. <Table> <Caption> MARKET DESCRIPTION SHARES VALUE COMMON STOCKS 96.5% AUSTRALIA 2.8% National Australia Bank, Ltd. .............................. 4,184 $ 84,468 Qantas Airways, Ltd. ....................................... 23,728 49,921 Rio Tinto, Ltd. ............................................ 3,544 78,957 ---------- 213,346 ---------- BRAZIL 0.7% Cia Vale do Rio Doce--ADR................................... 811 30,372 Petroleo Brasileiro, SA--ADR................................ 1,079 23,846 ---------- 54,218 ---------- CANADA 1.5% Abitibi-Consolidated, Inc. ................................. 4,577 34,636 Royal Bank of Canada........................................ 642 27,624 Sun Life Financial, Inc. ................................... 2,317 50,861 ---------- 113,121 ---------- DENMARK 0.6% Novo Nordisk A/S............................................ 1,289 45,805 ---------- FINLAND 4.1% Nokia (Ab) Oyj.............................................. 14,254 233,798 Stora Enso Oyj.............................................. 5,945 77,513 ---------- 311,311 ---------- FRANCE 5.0% Aventis, SA................................................. 788 38,325 BNP Paribas, SA............................................. 2,164 107,959 Schneider Electric, SA...................................... 1,268 68,556 Total, SA................................................... 1,098 168,630 ---------- 383,470 ---------- GERMANY 7.3% BASF, AG.................................................... 2,426 111,855 DaimlerChrysler, AG......................................... 2,900 110,596 Deutsche Telekom, AG (a).................................... 5,400 77,174 E.On, AG.................................................... 607 31,430 Linde, AG................................................... 868 36,366 SAP, AG..................................................... 246 29,559 Siemens, AG................................................. 1,248 77,380 T-Online International (a).................................. 3,320 35,586 Volkswagen, AG.............................................. 1,019 50,030 ---------- 559,976 ---------- </Table> See Notes to Financial Statements 7 YOUR FUND'S INVESTMENTS August 31, 2003 <Table> <Caption> MARKET DESCRIPTION SHARES VALUE HONG KONG 1.3% China Mobile Communications Corp. .......................... 19,000 $ 48,844 CLP Holdings, Ltd. ......................................... 11,000 48,517 ---------- 97,361 ---------- ISRAEL 1.3% Check Point Software Technologies, Ltd. (a)................. 2,448 42,767 Teva Pharmaceutical Industries, Ltd.--ADR................... 970 56,951 ---------- 99,718 ---------- ITALY 1.9% ENI S.p.A. ................................................. 3,498 52,914 Telecom Italia S.p.A. ...................................... 13,821 32,515 UniCredito Italiano S.p.A. ................................. 12,809 59,565 ---------- 144,994 ---------- JAPAN 23.0% Advantest Corp. ............................................ 800 55,466 Canon, Inc. ................................................ 2,000 96,156 Central Japan Railway Co. .................................. 7 49,372 Dai Nippon Printing Co., Ltd. .............................. 5,000 63,719 Daiwa Securities Group, Inc. ............................... 12,000 77,439 Eisai Co., Ltd. ............................................ 2,000 41,822 Fanuc, Ltd. ................................................ 1,200 79,188 Fuji Television Network, Inc. .............................. 9 42,808 Fujisawa Pharmaceutical Co., Ltd. .......................... 2,000 38,394 Fujitsu, Ltd. .............................................. 9,000 43,039 Furukawa Electric Co., Ltd. ................................ 8,000 29,070 Hitachi, Ltd. .............................................. 8,000 43,605 Kao Corp. .................................................. 1,000 18,854 Matsushita Electric Works Information System Co., Ltd. ..... 11,000 140,275 Millea Holdings, Inc. ...................................... 8 82,958 Mitsubishi Estate Co., Ltd. ................................ 8,000 71,714 Mitsubishi Heavy Industries, Ltd. .......................... 13,000 42,002 Mitsui Sumitomo Insurance Co., Ltd. ........................ 7,000 41,813 NTT DoCoMo, Inc. ........................................... 45 115,696 Seven-Eleven Japan Co., Ltd. ............................... 1,000 27,339 Shin-Etsu Chemical Co., Ltd. ............................... 2,000 78,502 SMC Corp. .................................................. 400 44,496 Sumitomo Electric Industries, Ltd. ......................... 5,000 43,622 Sumitomo Trust and Banking Co., Ltd. ....................... 8,000 36,063 Takeda Chemical Industries, Ltd. ........................... 1,500 54,249 TDK Corp. .................................................. 1,000 65,133 Tokyo Electric Power Co., Inc. ............................. 1,400 27,236 Toshiba Corp. .............................................. 16,000 65,407 Toyota Motor Corp. ......................................... 4,000 110,383 Yamanouchi Pharmaceutical Co., Ltd. ........................ 1,000 26,224 ---------- 1,752,044 ---------- </Table> 8 See Notes to Financial Statements YOUR FUND'S INVESTMENTS August 31, 2003 <Table> <Caption> MARKET DESCRIPTION SHARES VALUE LUXEMBOURG 0.5% Arcelor..................................................... 3,043 $ 39,308 ---------- MEXICO 0.8% Fomento Economico Mexicano SA de C.V. ...................... 7,900 29,292 Wal-Mart de Mexico SA de C.V. .............................. 12,699 34,694 ---------- 63,986 ---------- NETHERLANDS 8.4% ABN Amro Holdings, NV....................................... 1,645 28,844 DSM, NV..................................................... 1,124 51,219 Koninklijke Philips Electronics, NV......................... 6,355 155,097 Reed Elsevier, NV........................................... 5,045 55,684 Royal Dutch Petroleum Co. .................................. 4,162 185,994 Unilever, NV................................................ 1,600 89,179 Wolters Kluwer, NV.......................................... 4,761 74,166 ---------- 640,183 ---------- REPUBLIC OF KOREA 1.7% Kookmin Bank................................................ 1,470 53,756 Samsung Electronics Co., Ltd.--GDR.......................... 403 74,756 Samsung Electronics Co., Ltd., 144A--Private Placement--GDR (b)....................................................... 7 1,298 ---------- 129,810 ---------- RUSSIA 0.5% YUKOS Corp.--ADR............................................ 660 38,016 ---------- SINGAPORE 0.4% United Overseas Bank, Ltd. ................................. 4,000 28,974 ---------- SOUTH AFRICA 0.4% Sasol, Ltd. ................................................ 2,907 33,550 ---------- SWITZERLAND 8.8% Converium Holdings, AG...................................... 1,112 50,092 Credit Suisse Group......................................... 3,796 118,655 Holcim, Ltd. ............................................... 1,655 65,625 Nestle, SA.................................................. 451 98,278 Novartis, AG................................................ 1,094 40,254 Roche Holding, AG........................................... 1,203 92,181 Syngenta, AG................................................ 1,004 55,234 UBS, AG..................................................... 2,725 147,089 ---------- 667,408 ---------- TAIWAN-REPUBLIC OF CHINA 0.9% Hon Hai Precision Industry Co., Ltd.--GDR................... 3,960 32,868 Taiwan Semiconductor Manufacturing Co., Ltd.--ADR (a)....... 3,142 37,013 ---------- 69,881 ---------- </Table> See Notes to Financial Statements 9 YOUR FUND'S INVESTMENTS August 31, 2003 <Table> <Caption> MARKET DESCRIPTION SHARES VALUE UNITED KINGDOM 24.6% 3i Group Plc................................................ 6,762 $ 67,096 Amvescap Plc................................................ 15,591 122,052 ARM Holdings Plc (a)........................................ 16,020 28,557 Barclays Plc................................................ 13,837 100,408 BHP Billiton Plc............................................ 9,254 60,655 BP Plc...................................................... 9,244 62,559 British Airways Plc (a)..................................... 8,678 25,599 British Sky Broadcasting Plc (a)............................ 6,911 72,172 BT Group Plc................................................ 19,943 57,887 Diageo Plc.................................................. 3,695 39,520 GKN Plc..................................................... 5,232 21,645 GlaxoSmithKline Plc......................................... 9,604 182,864 HSBC Holdings Plc........................................... 9,190 117,863 International Power Plc (a)................................. 15,440 36,535 Lloyds TSB Group Plc........................................ 7,959 52,105 MFI Furniture Plc........................................... 13,522 38,396 National Grid Transco Plc................................... 14,563 88,963 Next Plc.................................................... 1,640 27,837 Pearson Plc................................................. 5,851 57,041 Prudential Plc.............................................. 12,590 86,692 Rentokil Initial Plc........................................ 14,095 46,693 Royal Bank of Scotland Group Plc............................ 3,948 98,028 SABMiller Plc............................................... 5,274 39,332 Smiths Group Plc............................................ 6,459 71,731 Tesco Plc................................................... 16,706 56,924 Vodafone Group Plc.......................................... 82,192 150,079 WPP Group Plc............................................... 7,667 69,726 ---------- 1,878,959 ---------- TOTAL COMMON STOCKS 96.5%............................................ 7,365,439 ---------- PREFERRED STOCKS 1.0% GERMANY 1.0% Porsche, AG................................................. 176 75,072 ---------- TOTAL LONG-TERM INVESTMENTS 97.5% (Cost $6,583,598)................................................... 7,440,511 </Table> 10 See Notes to Financial Statements YOUR FUND'S INVESTMENTS August 31, 2003 <Table> <Caption> MARKET DESCRIPTION VALUE SHORT-TERM INVESTMENT 3.1% (Cost $237,000)....................................................... $ 237,000 ---------- TOTAL INVESTMENTS 100.6% (Cost $6,820,598)................................................... 7,677,511 FOREIGN CURRENCY 0.9% (Cost $70,819)...................................................... 71,941 LIABILITIES IN EXCESS OF OTHER ASSETS (1.5%)......................... (120,351) ---------- NET ASSETS 100.0%.................................................... $7,629,101 ========== </Table> (a) Non-income producing security as this stock currently does not declare dividends. (b) 144A securities are those which are exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers. ADR--American Depositary Receipt GDR--Global Depositary Receipt See Notes to Financial Statements 11 FINANCIAL STATEMENTS Statement of Assets and Liabilities August 31, 2003 <Table> ASSETS: Total Investments (Cost $6,820,598)......................... $7,677,511 Foreign Currency (Cost $70,819)............................. 71,941 Cash........................................................ 85 Receivables: Dividends................................................. 24,232 Fund Shares Sold.......................................... 20,939 Expense Reimbursement from Adviser........................ 11,723 Other....................................................... 9,863 Forward Foreign Currency Contracts.......................... 1,059 ---------- Total Assets............................................ 7,817,353 ---------- LIABILITIES: Payables: Investments Purchased..................................... 104,511 Distributor and Affiliates................................ 11,705 Accrued Expenses............................................ 56,258 Trustees' Deferred Compensation and Retirement Plans........ 15,778 ---------- Total Liabilities....................................... 188,252 ---------- NET ASSETS.................................................. $7,629,101 ========== NET ASSETS CONSIST OF: Capital (Par value of $.01 per share with an unlimited number of shares authorized).............................. $6,982,372 Net Unrealized Appreciation................................. 855,551 Accumulated Undistributed Net Investment Income............. (25,108) Accumulated Net Realized Loss............................... (183,714) ---------- NET ASSETS.................................................. $7,629,101 ========== MAXIMUM OFFERING PRICE PER SHARE: Class A Shares: Net asset value and redemption price per share (Based on net assets of $5,601,097 and 569,920 shares of beneficial interest issued and outstanding)............. $ 9.83 Maximum sales charge (5.75% * of offering price)........ .60 ---------- Maximum offering price to public........................ $ 10.43 ========== Class B Shares: Net asset value and offering price per share (Based on net assets of $1,180,978 and 120,868 shares of beneficial interest issued and outstanding)............. $ 9.77 ========== Class C Shares: Net asset value and offering price per share (Based on net assets of $847,026 and 86,692 shares of beneficial interest issued and outstanding)........................ $ 9.77 ========== </Table> * On sales of $50,000 or more, the sales charge will be reduced. 12 See Notes to Financial Statements Statement of Operations For the Year Ended August 31, 2003 <Table> INVESTMENT INCOME: Dividends (Net of foreign withholding taxes of $15,467)..... $ 127,784 Interest.................................................... 302 --------- Total Income............................................ 128,086 --------- EXPENSES: Shareholder Reports......................................... 44,943 Investment Advisory Fee..................................... 43,494 Audit....................................................... 25,500 Shareholder Services........................................ 21,234 Legal....................................................... 18,468 Accounting.................................................. 17,674 Registration and Filing Fees................................ 17,586 Custody..................................................... 15,898 Trustees' Fees and Related Expenses......................... 13,183 Distribution (12b-1) and Service Fees (Attributed to Classes A, B and C of $6,169, $3,574 and $2,329, respectively).... 12,072 Other....................................................... 16,329 --------- Total Expenses.......................................... 246,381 Expense Reduction ($43,494 Investment Advisory Fee and $105,898 Other)....................................... 149,392 Less Credits Earned on Cash Balances.................... 193 --------- Net Expenses............................................ 96,796 --------- NET INVESTMENT INCOME....................................... $ 31,290 ========= REALIZED AND UNREALIZED GAIN/LOSS: Realized Gain/Loss: Investments............................................... $(149,415) Forward Foreign Currency Contracts........................ 39,526 Foreign Currency Transactions............................. 292 --------- Net Realized Loss........................................... (109,597) --------- Unrealized Appreciation/Depreciation: Beginning of the Period................................... (135,964) --------- End of the Period: Investments............................................. 856,913 Forward Foreign Currency Contracts...................... 1,059 Foreign Currency Translation............................ (2,421) --------- 855,551 --------- Net Unrealized Appreciation During the Period............... 991,515 --------- NET REALIZED AND UNREALIZED GAIN............................ $ 881,918 ========= NET INCREASE IN NET ASSETS FROM OPERATIONS.................. $ 913,208 ========= </Table> See Notes to Financial Statements 13 Statements of Changes in Net Assets <Table> <Caption> SEPTEMBER 26, 2001 (COMMENCEMENT OF YEAR ENDED INVESTMENT OPERATIONS) TO AUGUST 31, 2003 AUGUST 31, 2002 ------------------------------------------- FROM INVESTMENT ACTIVITIES: Operations: Net Investment Income/Loss......................... $ 31,290 $ (2,699) Net Realized Loss.................................. (109,597) (34,212) Net Unrealized Appreciation/Depreciation During the Period........................................... 991,515 (135,964) ----------- ----------- Change in Net Assets from Operations............... 913,208 (172,875) ----------- ----------- Distributions from Net Investment Income: Class A Shares................................... (137,983) (25,778) Class B Shares................................... (49,829) (18,404) Class C Shares................................... (43,996) (17,849) ----------- ----------- (231,808) (62,031) ----------- ----------- Distributions from Net Realized Gain: Class A Shares................................... -0- (1,201) Class B Shares................................... -0- (907) Class C Shares................................... -0- (879) ----------- ----------- -0- (2,987) ----------- ----------- Total Distributions................................ (231,808) (65,018) ----------- ----------- NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES....................................... 681,400 (237,893) ----------- ----------- FROM CAPITAL TRANSACTIONS: Proceeds from Shares Sold.......................... 5,632,593 2,657,366 Net Asset Value of Shares Issued Through Dividend Reinvestment..................................... 230,905 65,018 Cost of Shares Repurchased......................... (2,044,934) (1,355,354) ----------- ----------- NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS..................................... 3,818,564 1,367,030 ----------- ----------- TOTAL INCREASE IN NET ASSETS....................... 4,499,964 1,129,137 NET ASSETS: Beginning of the Period............................ 3,129,137 2,000,000 ----------- ----------- End of the Period (Including accumulated undistributed net investment income of ($25,108) and $123,628, respectively)...................... $ 7,629,101 $ 3,129,137 =========== =========== </Table> 14 See Notes to Financial Statements Financial Highlights THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> SEPTEMBER 26, 2001 YEAR (COMMENCEMENT ENDED OF INVESTMENT CLASS A SHARES AUGUST 31, OPERATIONS) TO 2003 AUGUST 31, 2002 -------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.................... $ 9.43 $10.00 ------ ------ Net Investment Income (b)................................. .09 .03 Net Realized and Unrealized Gain/Loss..................... .88 (.28) ------ ------ Total from Investment Operations............................ .97 (.25) ------ ------ Less: Distributions from Net Investment Income.................. .57 .31 Distributions from Net Realized Gain...................... -0- .01 ------ ------ Total Distributions......................................... .57 .32 ------ ------ NET ASSET VALUE, END OF THE PERIOD.......................... $ 9.83 $ 9.43 ====== ====== Total Return (a)*........................................... 11.20% -2.60%** Net Assets at End of the Period (In millions)............... $ 5.6 $ 1.6 Ratio of Expenses to Average Net Assets (c)*................ 1.75% 1.78% Ratio of Net Investment Income to Average Net Assets*....... .98% .33% Portfolio Turnover.......................................... 43% 62%** * If certain expenses had not been voluntarily assumed by Van Kampen, total return would have been lower and the ratios would have been as follows: Ratio of Expenses to Average Net Assets (c).............. 4.85% 15.81% Ratio of Net Investment Loss to Average Net Assets....... (2.11%) (13.70%) </Table> ** Non-Annualized (a) Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within one year of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to .25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. (b) Based on average shares outstanding. (c) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by .03% for the period ended August 31, 2002. See Notes to Financial Statements 15 Financial Highlights THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> SEPTEMBER 26, 2001 YEAR (COMMENCEMENT ENDED OF INVESTMENT CLASS B SHARES AUGUST 31, OPERATIONS) TO 2003 AUGUST 31, 2002 -------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.................... $ 9.38 $ 10.00 ------ ------- Net Investment Loss (b)................................... -0-(d) (.04) Net Realized and Unrealized Gain/Loss..................... .89 (.27) ------ ------- Total from Investment Operations............................ .89 (.31) ------ ------- Less: Distributions from Net Investment Income.................. .50 .30 Distributions from Net Realized Gain...................... -0- .01 ------ ------- Total Distributions......................................... .50 .31 ------ ------- NET ASSET VALUE, END OF THE PERIOD.......................... $ 9.77 $ 9.38 ====== ======= Total Return (a)*........................................... 10.40% -3.37%** Net Assets at End of the Period (In millions)............... $ 1.2 $ .9 Ratio of Expenses to Average Net Assets (c)*................ 2.50% 2.53% Ratio of Net Investment Loss to Average Net Assets*......... (.02%) (.45%) Portfolio Turnover.......................................... 43% 62%** * If certain expenses had not been voluntarily assumed by Van Kampen, total return would have been lower and the ratios would have been as follows: Ratio of Expenses to Average Net Assets (c).............. 5.60% 16.56% Ratio of Net Investment Loss to Average Net Assets....... (3.12%) (14.48%) </Table> ** Non-Annualized (a) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5%, charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. (b) Based on average shares outstanding. (c) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by .03% for the period ended August 31, 2002. (d) Amount is less than $.01. 16 See Notes to Financial Statements Financial Highlights THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> SEPTEMBER 26, 2001 YEAR (COMMENCEMENT ENDED OF INVESTMENT CLASS C SHARES AUGUST 31, OPERATIONS) TO 2003 AUGUST 31, 2002 -------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.................... $ 9.38 $10.00 ------ ------ Net Investment Loss (b)................................... -0-(d) (.04) Net Realized and Unrealized Gain/Loss..................... .89 (.27) ------ ------ Total from Investment Operations............................ .89 (.31) ------ ------ Less: Distributions from Net Investment Income.................. .50 .30 Distributions from Net Realized Gain...................... -0- .01 ------ ------ Total Distributions......................................... .50 .31 ------ ------ NET ASSET VALUE, END OF THE PERIOD.......................... $ 9.77 $ 9.38 ====== ====== Total Return (a)*........................................... 10.40%(e) -3.37%** Net Assets at End of the Period (In millions)............... $ .8 $ .6 Ratio of Expenses to Average Net Assets (c)*................ 2.50%(e) 2.53% Ratio of Net Investment Loss to Average Net Assets*......... .00%(e) (.44%) Portfolio Turnover.......................................... 43% 62%** * If certain expenses had not been voluntarily assumed by Van Kampen, total return would have been lower and the ratios would have been as follows: Ratio of Expenses to Average Net Assets (c).............. 5.60%(e) 16.56% Ratio of Net Investment Loss to Average Net Assets....... (3.09%)(e) (14.47%) </Table> ** Non-Annualized (a) Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1% charged on certain redemptions made within one year of purchase. If the sale charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. (b) Based on average shares outstanding. (c) The Ratio of Expenses to Average Net Assets does not reflect credits earned on cash balances. If these credits were reflected as a reduction of expenses, the ratios would decrease by .03% for the period ended August 31, 2002. (d) Amount is less than $.01. (e) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect the refund of certain 12b-1 fees during the period. See Notes to Financial Statements 17 NOTES TO FINANCIAL STATEMENTS August 31, 2003 1. SIGNIFICANT ACCOUNTING POLICIES Van Kampen International Advantage Fund (the "Fund") is organized as a series of the Van Kampen Equity Trust II, a Delaware business trust, and is registered as a diversified, open-end management investment company under the Investment Company Act of 1940 (the "1940 Act"), as amended. The Fund's investment objective is to seek long-term capital appreciation through investments in a diversified portfolio of equity securities of foreign issuers. The Fund commenced investment operations on September 26, 2001, with three classes of common shares: Class A, Class B, and Class C. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 in securities listed on a securities exchange are valued at their sale price as of the close of such securities exchange. Equity securities traded on NASDAQ are valued at the NASDAQ Official Closing Price. Unlisted securities and listed securities for which the last sale price is not available are valued at the mean of the bid and asked prices. For those securities where quotations or prices are not available, valuations are determined in accordance with procedures established in good faith by the Board of Trustees. Also, if events materially affecting the value of foreign portfolio securities or other portfolio securities occur between the time when their price is determined and the time when the Fund's net asset value is calculated, such securities may be valued at their fair value as determined in good faith by Van Kampen Asset Management Inc. (the "Adviser") in accordance with procedures established by the Fund's Board of Trustees. Short-term securities with remaining maturities of 60 days or less are valued at amortized cost, which approximates market value. Forward foreign currency contracts are valued using quoted foreign exchange rates. B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date basis. Realized gains and losses are determined on an identified cost basis. The Fund may invest in repurchase agreements, which are short-term investments in which the Fund acquires ownership of a debt security and the seller agrees to repurchase the security at a future time and specified price. The Fund may invest independently in repurchase agreements, or transfer uninvested cash balances into a pooled cash account along with other investment companies advised by the Adviser or its affiliates, the daily aggregate of which is invested in repurchase agreements. Repurchase agreements are fully collateralized by the underlying debt security. The Fund will make payment for such securities only upon physical delivery or evidence of book entry transfer to the account of the custodian bank. The seller is required to maintain the value of the underlying security at not less than the repurchase proceeds due the Fund. 18 NOTES TO FINANCIAL STATEMENTS August 31, 2003 C. INCOME AND EXPENSES Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares, except for distribution and service fees and transfer agency costs which are unique to each class of shares. D. FEDERAL INCOME TAXES It is the Fund'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 Fund intends to utilize provisions of the federal income tax law 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 August 31, 2003, the Fund had an accumulated capital loss carryforward for tax purposes of $84,577 which will expire on August 31, 2011. At August 31, 2003, the cost and related gross unrealized appreciation and depreciation are as follows: <Table> Cost of investments for tax purposes........................ $6,835,562 ========== Gross tax unrealized appreciation........................... $ 955,519 Gross tax unrealized depreciation........................... (113,570) ---------- Net tax unrealized appreciation on investments.............. $ 841,949 ========== </Table> E. DISTRIBUTION OF INCOME AND GAINS The Fund declares and pays dividends annually from net investment income and from net realized gains. Distributions from net realized gains for book purposes may include short-term capital gains, which are included in ordinary income for tax purposes. The tax character of distributions paid during the years ended August 31, 2003 and 2002 was as follows: <Table> <Caption> 2003 2002 Distribution paid from: Ordinary income........................................... $238,396 $65,018 Long-term capital gain.................................... -0- -0- -------- ------- $238,396 $65,018 ======== ======= </Table> Due to inherent differences in the recognition of income, expenses and realized gain/ losses under accounting principles generally accepted in the United States of America and federal income tax purposes, permanent differences between book and tax basis reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities. Permanent book and tax differences relating to currency gains totaling $39,818 were reclassified from accumulated net realized loss to accumulated undistributed net investment income. A permanent book and tax difference relating to the Fund's investment in other 19 NOTES TO FINANCIAL STATEMENTS August 31, 2003 regulated investment companies totaling $307 was reclassified from accumulated net realized loss to accumulated undistributed net investment income. Additionally, a permanent book and tax difference relating to expenses which are not deductible for tax purposes totaling $11,657 was reclassified from accumulated undistributed net investment income to capital. Net realized gains or losses may differ for financial and tax reporting purposes as a result of the deferral of losses relating to wash sales transactions and post October 31 losses which are not realized for tax purposes until the first day of the following fiscal year. F. FOREIGN CURRENCY TRANSLATION The market values of foreign securities, forward foreign currency contracts and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars based on quoted exchange rates as of noon Eastern Standard Time. The cost of securities is determined using historical exchange rates. Gains and losses on the sale of securities are not segregated for financial reporting purposes between amounts arising from changes in exchange rates and amounts arising from changes in the market prices of securities. Realized gain and loss on foreign currency includes the net realized amount from the sale of foreign currency and the amount realized between trade date and settlement date on securities transactions. Income and expenses are translated at rates prevailing when accrued. G. EXPENSE REDUCTIONS During the year ended August 31, 2003, the Fund's custody fee was reduced by $193 as a result of credits earned on cash balances. 2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES Under the terms of the Fund's Investment Advisory Agreement, the Adviser will provide investment advice and facilities to the Fund for an annual fee payable monthly as follows: <Table> <Caption> AVERAGE DAILY NET ASSETS % PER ANNUM First $500 million.......................................... .90% Next $500 million........................................... .85% Over $1 billion............................................. .80% </Table> On August 11, 2003, the Adviser entered into a subadvisory agreement with Morgan Stanley Investment Management Limited (the "Subadviser", a wholly owned subsidiary of Morgan Stanley) to provide advisory services to the Fund and the Adviser with respect to the Fund's investments. The Advisor pays 50% of its investment advisory fee to the Subadviser. For the year ended August 31, 2003, the Adviser voluntarily waived $43,494 of its investment advisory fee and $105,898 of other expenses. This waiver is voluntary and can be discontinued at the Adviser's discretion. For the year ended August 31, 2003, the Fund recognized expenses of approximately $200 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom (Illinois), counsel to the Fund, of which a trustee of the Fund is an affiliated person. Under separate Accounting Services and Legal Services agreements, the Adviser provides accounting and legal services to the Fund. The Adviser allocates the cost of such services to 20 NOTES TO FINANCIAL STATEMENTS August 31, 2003 each fund. With respect to the Accounting Service agreement, the Adviser allocates the cost of such services to each fund with assets exceeding $25 million. For the year ended August 31, 2003, no cost was allocated to the Fund in regards to the Accounting Service agreement. For the year ended August 31, 2003, the Fund recognized expenses of approximately $18,300 representing Van Kampen Investments Inc.'s or its affiliates' (collectively "Van Kampen") cost of providing legal services to the Fund, which are reported as part of "Legal" expenses in the Statement of Operations. Van Kampen Investor Services Inc. (VKIS), an affiliate of the Adviser, serves as the shareholder servicing agent for the Fund. For the year ended August 31, 2003, the Fund recognized expenses of approximately $15,300 representing transfer agency fees paid to VKIS. Transfer agency fees are determined through negotiations with the Fund's Board of Trustees. Certain officers and trustees of the Fund are also officers and directors of Van Kampen. The Fund does not compensate its officers or trustees who are officers of Van Kampen. The Fund 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. Amounts deferred are retained by the Fund, and to the extent permitted by the 1940 Act, as amended, may be invested in the common shares of those funds selected by the trustees. Investments in such funds of approximately $9,600 are included in "Other" assets on the Statement of Assets and Liabilities at August 31, 2003. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund. Benefits under the retirement plan are payable upon retirement for a ten-year period and are based upon each trustee's years of service to the Fund. The maximum annual benefit per trustee under the plan is $2,500. At August 31, 2003, Morgan Stanley Investment Management Inc., an affiliate of the Adviser, owned 88,147 shares of Class A, 65,512 shares of Class B, and 65,512 shares of Class C. For the year ended August 31, 2003, the Fund paid brokerage commissions to Morgan Stanley DW Inc., an affiliate of the Adviser, totaling $608. 21 NOTES TO FINANCIAL STATEMENTS August 31, 2003 3. CAPITAL TRANSACTIONS At August 31, 2003, capital aggregated $5,027,736, $1,134,129 and $820,507 for Classes A, B, and C, respectively. For the year ended August 31, 2003, transactions were as follows: <Table> <Caption> SHARES VALUE Sales: Class A................................................... 551,362 $ 4,775,616 Class B................................................... 29,905 263,644 Class C................................................... 70,097 593,333 -------- ----------- Total Sales................................................. 651,364 $ 5,632,593 ======== =========== Dividend Reinvestment: Class A................................................... 16,539 $ 137,608 Class B................................................... 5,929 49,324 Class C................................................... 5,285 43,973 -------- ----------- Total Dividend Reinvestment................................. 27,753 $ 230,905 ======== =========== Repurchases: Class A................................................... (165,110) $(1,465,104) Class B................................................... (11,659) (97,807) Class C................................................... (57,492) (482,023) -------- ----------- Total Repurchases........................................... (234,261) $(2,044,934) ======== =========== </Table> 22 NOTES TO FINANCIAL STATEMENTS August 31, 2003 At August 31, 2002, capital aggregated $1,587,341, $921,178 and $666,946 for Classes A, B, and C, respectively. For the period ended August 31, 2002, transactions were as follows: <Table> <Caption> SHARES VALUE Sales: Class A................................................... 190,157 $ 1,965,370 Class B................................................... 37,965 391,886 Class C................................................... 27,720 300,110 -------- ----------- Total Sales................................................. 255,842 $ 2,657,366 ======== =========== Dividend Reinvestment: Class A................................................... 2,604 $ 26,980 Class B................................................... 1,866 19,310 Class C................................................... 1,810 18,728 -------- ----------- Total Dividend Reinvestment................................. 6,280 $ 65,018 ======== =========== Repurchases: Class A................................................... (105,632) $(1,124,609) Class B................................................... (3,138) (33,535) Class C................................................... (20,728) (197,210) -------- ----------- Total Repurchases........................................... (129,498) $(1,355,354) ======== =========== </Table> Class B shares, including any dividend reinvestment plan Class B Shares received there on, automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. Class B and C Shares are offered without a front end sales charge, but are subject to a contingent deferred sales charge (CDSC). The CDSC will be imposed on most redemptions made within five years of the purchase for Class B and one year of the purchase for Class C as detailed in the following schedule. <Table> <Caption> CONTINGENT DEFERRED SALES CHARGE AS A PERCENTAGE OF DOLLAR AMOUNT SUBJECT TO CHARGE -------------------------- YEAR OF REDEMPTION CLASS B CLASS C First....................................................... 5.00% 1.00% Second...................................................... 4.00% None Third....................................................... 3.00% None Fourth...................................................... 2.50% None Fifth....................................................... 1.50% None Sixth and Thereafter........................................ None None </Table> 23 NOTES TO FINANCIAL STATEMENTS August 31, 2003 For the year ended August 31, 2003, Van Kampen, as Distributor for the Fund, received commissions on sales of the Fund's Class A Shares of approximately $400 and CDSC on redeemed shares of approximately $5,500. Sales charges do not represent expenses of the Fund. 4. INVESTMENT TRANSACTIONS During the period, the cost of purchases and proceeds from sales of investments, excluding short-term investments, were $5,541,173 and $2,061,598, respectively. 5. 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 Fund has a variety of reasons to use derivative instruments, such as to attempt to protect the Fund against possible changes in the market value of its portfolio, to manage foreign currency exposure, or to generate potential gain. All of the Fund's holdings, including derivative instruments, are marked to market each day with the change in value reflected in unrealized appreciation/depreciation. Upon disposition, a realized gain or loss is recognized accordingly, except when taking delivery of a security underlying a forward commitment. In this instance, the recognition of gain or loss is postponed until the disposal of the security underlying the forward commitment. Purchasing securities on a forward commitment involves a risk that the market value at the time of delivery may be lower than the agreed upon purchase price resulting in an unrealized loss. Selling securities on a forward commitment involves different risks and can result in losses more significant than those arising from the purchase of such securities. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. Upon the settlement of the contract, a realized gain or loss is recognized and is included as a component of realized gain/loss on forward foreign currency contracts. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. 24 NOTES TO FINANCIAL STATEMENTS August 31, 2003 The following forward foreign currency contracts were outstanding as of August 31, 2003: <Table> <Caption> UNREALIZED CURRENT APPRECIATION/ VALUE DEPRECIATION LONG CONTRACTS Australian Dollar, 215,000 expiring 09/02/03................................. $139,556 $ 2,117 175,000 expiring 10/02/03................................. 113,256 1,387 Canadian Dollar, 300,000 expiring 09/02/03................................. 216,581 3,453 100,000 expiring 09/02/03................................. 72,194 1,030 370,000 expiring 10/02/03................................. 266,751 1,860 Danish Krone, 242,600 expiring 09/02/03................................. 35,916 (758) Euro Currency, 185,000 expiring 09/02/03................................. 203,357 (4,435) 35,000 expiring 10/02/03.................................. 38,441 296 140,000 expiring 10/02/03................................. 153,762 1,183 Japanese Yen, 25,047,000 expiring 09/02/03.............................. 214,681 1,397 Pound Sterling, 127,706 expiring 09/02/03................................. 201,403 (8) Swedish Krona, 1,175,109 expiring 09/02/03............................... 140,486 (2,490) 320,000 expiring 10/02/03................................. 38,201 400 960,000 expiring 10/02/03................................. 114,604 1,186 Swiss Franc, 50,000 expiring 09/02/03.................................. 35,727 314 195,000 expiring 09/02/03................................. 139,334 1,222 ------- 8,154 ------- </Table> 25 NOTES TO FINANCIAL STATEMENTS August 31, 2003 <Table> <Caption> UNREALIZED CURRENT APPRECIATION/ VALUE DEPRECIATION SHORT CONTRACTS Canadian Dollar, 300,000 expiring 09/02/03................................. $216,581 $(3,297) 100,000 expiring 09/02/03................................. 72,194 (586) Danish Krone, 241,745 expiring 09/02/03................................. 35,790 (376) Euro Currency, 185,000 expiring 09/02/03................................. 203,357 (1,947) Japanese Yen, 25,728,000 expiring 09/02/03.............................. 220,518 (7,390) 13,207,680 expiring 10/02/03.............................. 113,311 106 30,819,150 expiring 10/02/03.............................. 264,404 487 Pound Sterling, 128,871 expiring 09/02/03................................. 203,241 4,551 87,452 expiring 09/02/03.................................. 137,919 (480) 96,754 expiring 10/02/03.................................. 152,286 293 Swedish Krona, 1,170,273 expiring 09/02/03............................... 139,908 (1,796) Swiss Franc, 50,000 expiring 09/02/03.................................. 35,727 948 195,000 expiring 09/02/03................................. 139,334 3,642 53,692 expiring 10/02/03.................................. 38,392 (248) 157,850 expiring 10/02/03................................. 112,871 (1,002) ------- (7,095) ------- $ 1,059 ======= </Table> 6. DISTRIBUTION AND SERVICE PLANS With respect to its Class A Shares, Class B Shares and Class C Shares, the Fund and its shareholders have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, as amended, and a service plan (collectively, the "Plans"). The Plans govern payments for: the distribution of the Fund's Class A Shares, Class B Shares and Class C Shares; the provision of ongoing shareholder services with respect to such classes of shares; and the maintenance of shareholder accounts with respect to such classes of shares. Annual fees under the Plans of up to .25% of Class A average daily net assets and 1.00% each of Class B and Class C average daily net assets are accrued daily. The amount of distribution expenses incurred by Van Kampen and not yet reimbursed ("unreimbursed receivable") was approximately $15,300 and $0 for Class B and C Shares, respectively. This amount may be recovered from future payments under the distribution plan or CDSC. To the extent the unreimbursed receivable has been fully recovered, any excess 12b-1 fees will be refunded to the fund on a quarterly basis. Included in the fees for the year ended August 31, 2003, are payments retained by Van Kampen of approximately $9,200 and payments made to Morgan Stanley DW Inc., an affiliate of the Adviser, of approximately $700. 26 REPORT OF INDEPENDENT AUDITORS To the Shareholders and Board of Trustees of Van Kampen International Advantage Fund: We have audited the accompanying statement of assets and liabilities of Van Kampen International Advantage Fund (the "Fund"), including the portfolio of investments, as of August 31, 2003, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period from September 26, 2001 (commencement of investment operations) through August 31, 2002. These financial statements and financial highlights are the responsibility of the Fund'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 auditing standards generally accepted in the United States. 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 and financial highlights. Our procedures included confirmation of securities owned as of August 31, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 the Van Kampen International Advantage Fund at August 31, 2003, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from September 26, 2001 (commencement of investment operations) through August 31, 2002 in conformity with accounting principles generally accepted in the United States. -s- Ernst & Young LLP Chicago, Illinois October 8, 2003 27 BOARD OF TRUSTEES AND IMPORTANT ADDRESSES VAN KAMPEN INTERNATIONAL ADVANTAGE FUND BOARD OF TRUSTEES DAVID C. ARCH J. MILES BRANAGAN JERRY D. CHOATE ROD DAMMEYER LINDA HUTTON HEAGY R. CRAIG KENNEDY HOWARD J KERR MITCHELL M. MERIN* JACK E. NELSON RICHARD F. POWERS, III* HUGO F. SONNENSCHEIN WAYNE W. WHALEN* - Chairman SUZANNE H. WOOLSEY INVESTMENT ADVISER VAN KAMPEN ASSET MANAGEMENT INC. 1 Parkview Plaza P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 INVESTMENT SUBADVISER MORGAN STANLEY INVESTMENT MANAGEMENT LTD. 25 Cabot Square Canary Wharf, London United Kingdom E14 4QA DISTRIBUTOR VAN KAMPEN FUNDS INC. 1 Parkview Plaza P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 SHAREHOLDER SERVICING AGENT VAN KAMPEN INVESTOR SERVICES INC. P.O. Box 947 Jersey City, New Jersey 07303-0947 CUSTODIAN STATE STREET BANK AND TRUST COMPANY 225 Franklin Street P.O. Box 1173 Boston, Massachusetts 02110 LEGAL COUNSEL SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 West Wacker Drive Chicago, Illinois 60606 INDEPENDENT AUDITORS ERNST & YOUNG LLP 233 South Wacker Drive Chicago, Illinois 60606 For federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during its taxable year ended August 31, 2003. For corporate shareholders, 2% of the distributions qualify for the dividends received deductions. The Fund intends to pass through foreign tax credits of $15,467 and has derived gross income from sources within foreign countries amounting to $127,734. In January, the Fund provides tax information to shareholders for the preceding calendar year. * "Interested persons" of the Fund, as defined in the Investment Company Act of 1940, as amended. 28 TRUSTEES AND OFFICERS The business and affairs of the Fund are managed under the direction of the Fund's Board of Trustees and the Fund's officers appointed by the Board of Trustees. The tables below list the trustees and executive officers of the Fund and their principal occupations during the last five years, other directorships held by trustees and their affiliations, if any, with Van Kampen Investments Inc. ("Van Kampen Investments"), Van Kampen Investment Advisory Corp. ("Advisory Corp."), Van Kampen Asset Management Inc. ("Asset Management"), Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). Advisory Corp. and Asset Management sometimes are referred to herein collectively as the "Advisers." The term "Fund Complex" includes each of the investment companies advised by the Advisers or their affiliates as of the date of this Statement of Additional Information. Trustees serve until reaching their retirement age or until their successors are duly elected and qualified. Officers are annually elected by the trustees. INDEPENDENT TRUSTEES <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE David C. Arch (58) Trustee Trustee Chairman and Chief 90 Trustee/Director/Managing Blistex Inc. since 2003 Executive Officer of General Partner of funds 1800 Swift Drive Blistex Inc., a consumer in the Fund Complex. Oak Brook, IL 60523 health care products manufacturer. Former Director of the World Presidents Organization-Chicago Chapter. Director of the Heartland Alliance, a nonprofit organization serving human needs based in Chicago. J. Miles Branagan (71) Trustee Trustee Private investor. 88 Trustee/Director/Managing 1632 Morning Mountain Road since 2001 Co-founder, and prior to General Partner of funds Raleigh, NC 27614 August 1996, Chairman, in the Fund Complex. Chief Executive Officer and President, MDT Corporation (now known as Getinge/Castle, Inc., a subsidiary of Getinge Industrier AB), a company which develops, manufactures, markets and services medical and scientific equipment. </Table> 29 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Jerry D. Choate (65) Trustee Trustee Prior to January 1999, 88 Trustee/Director/Managing 33971 Selva Road since 2001 Chairman and Chief General Partner of funds Suite 130 Executive Officer of the in the Fund Complex. Dana Point, CA 92629 Allstate Corporation Director of Amgen Inc., a ("Allstate") and Allstate biotechnological company, Insurance Company. Prior and Director of Valero to January 1995, Energy Corporation, an President and Chief independent refining Executive Officer of company. Allstate. Prior to August 1994, various management positions at Allstate. Rod Dammeyer (62) Trustee Trustee President of CAC, llc., a 90 Trustee/Director/Managing CAC, llc. since 2003 private company offering General Partner of funds 4350 LaJolla Village Drive capital investment and in the Fund Complex. Suite 980 management advisory Director of TeleTech San Diego, CA 92122-6223 services. Prior to July Holdings Inc., 2000, Managing Partner of Stericycle, Inc., Equity Group Corporate TheraSense, Inc., GATX Investment (EGI), a Corporation, Arris Group, company that makes Inc. and Trustee of the private investments in University of Chicago other companies. Hospitals and Health Systems. Prior to May 2002, Director of Peregrine Systems Inc. Prior to February 2001, Vice Chairman and Director of Anixter International, Inc. and IMC Global Inc. Prior to July 2000, Director of Allied Riser Communications Corp., Matria Healthcare Inc., Transmedia Networks, Inc., CNA Surety, Corp. and Grupo Azcarero Mexico (GAM). Prior to April 1999, Director of Metal Management, Inc. </Table> 30 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Linda Hutton Heagy (55) Trustee Trustee Managing Partner of 88 Trustee/Director/Managing Heidrick & Struggles since 2001 Heidrick & Struggles, an General Partner of funds 233 South Wacker Drive executive search firm. in the Fund Complex. Suite 7000 Trustee on the University Chicago, IL 60606 of Chicago Hospitals Board, Vice Chair of the Board of the YMCA of Metropolitan Chicago and a member of the Women's Board of the University of Chicago. Prior to 1997, Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1996, Trustee of The International House Board, a fellowship and housing organization for international graduate students. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company. Prior to 1992, Executive Vice President of La Salle National Bank. R. Craig Kennedy (51) Trustee Trustee Director and President of 88 Trustee/Director/Managing 11 DuPont Circle, N.W. since 2001 the German Marshall Fund General Partner of funds Washington, D.C. 20016 of the United States, an in the Fund Complex. independent U.S. foundation created to deepen understanding, promote collaboration and stimulate exchanges of practical experience between Americans and Europeans. Formerly, advisor to the Dennis Trading Group Inc., a managed futures and option company that invests money for individuals and institutions. Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation. Howard J Kerr (67) Trustee Trustee Prior to 1998, President 90 Trustee/Director/Managing 736 North Western Avenue since 2003 and Chief Executive General Partner of funds P.O. Box 317 Officer of Pocklington in the Fund Complex. Lake Forest, IL 60045 Corporation, Inc., an Director of the Lake investment holding Forest Bank & Trust. company. Director of the Marrow Foundation </Table> 31 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Jack E. Nelson (67) Trustee Trustee President of Nelson 88 Trustee/Director/Managing 423 Country Club Drive since 2001 Investment Planning General Partner of funds Winter Park, FL 32789 Services, Inc., a in the Fund Complex. financial planning company and registered investment adviser in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the NASD, Securities Investors Protection Corp. and the Municipal Securities Rulemaking Board. President of Nelson Sales and Services Corporation, a marketing and services company to support affiliated companies. Hugo F. Sonnenschein (62) Trustee Trustee President Emeritus and 90 Trustee/Director/Managing 1126 E. 59th Street since 2003 Honorary Trustee of the General Partner of funds Chicago, IL 60637 University of Chicago and in the Fund Complex. the Adam Smith Director of Winston Distinguished Service Laboratories, Inc. Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences. Suzanne H. Woolsey (61) Trustee Trustee Chief Communications 88 Trustee/Director/Managing 2101 Constitution Ave., N.W. since 2001 Officer of the National General Partner of funds Room 285 Academy of in the Fund Complex. Washington, D.C. 20418 Sciences/National Director of Neurogen Research Council, an Corporation, a independent, federally pharmaceutical company, chartered policy since January 1998. institution, since 2001 and previously Chief Operating Officer from 1993 to 2001. Director of the Institute for Defense Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, and Trustee of Colorado College. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand. </Table> 32 INTERESTED TRUSTEES* <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Mitchell M. Merin* (50) Trustee, Trustee President and Chief 88 Trustee/Director/Managing 1221 Avenue of the Americas President since 2001 Executive Officer of General Partner of funds New York, NY 10020 and Chief funds in the Fund in the Fund Complex. Executive Complex. Chairman, Officer President, Chief Executive Officer and Director of the Advisers and VK Advisors Inc. since December 2002. Chairman, President and Chief Executive Officer of Van Kampen Investments since December 2002. Director of Van Kampen Investments since December 1999. Chairman and Director of Van Kampen Funds Inc. since December 2002. President, Director and Chief Operating Officer of Morgan Stanley Investment Management since December 1998. President and Director since April 1997 and Chief Executive Officer since June 1998 of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. Chairman, Chief Executive Officer and Director of Morgan Stanley Distributors Inc. since June 1998. Chairman since June 1998, and Director since January 1998 of Morgan Stanley Trust. Director of various Morgan Stanley subsidiaries. President of the Morgan Stanley Funds since May 1999. Previously Chief Executive Officer of Van Kampen Funds Inc. from December 2002 to July 2003, Chief Strategic Officer of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. and Executive Vice President of Morgan Stanley Distributors Inc. from April 1997 to June 1998. Chief Executive Officer from September 2002 to April 2003 and Vice President from May 1997 to April 1999 of the Morgan Stanley Funds. </Table> 33 <Table> <Caption> NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE Richard F. Powers, III* (57) Trustee Trustee Advisory Director of 90 Trustee/Director/Managing 1 Parkview Plaza since 2001 Morgan Stanley. Prior to General Partner of funds P.O. Box 5555 December 2002, Chairman, in the Fund Complex. Oakbrook Terrace, IL 60181 Director, President, Chief Executive Officer and Managing Director of Van Kampen Investments and its investment advisory, distribution and other subsidiaries. Prior to December 2002, President and Chief Executive Officer of funds in the Fund Complex. Prior to May 1998, Executive Vice President and Director of Marketing at Morgan Stanley and Director of Dean Witter, Discover & Co. and Dean Witter Realty. Prior to 1996, Director of Dean Witter Reynolds Inc. Wayne W. Whalen* (64) Trustee Trustee Partner in the law firm 90 Trustee/Director/Managing 333 West Wacker Drive since 2001 of Skadden, Arps, Slate, General Partner of funds Chicago, IL 60606 Meagher & Flom in the Fund Complex. (Illinois), legal counsel to funds in the Fund Complex. </Table> * Such trustee is an "interested person" (within the meaning of Section 2(a)(19) of the 1940 Act). Mr. Whalen is an interested person of certain funds in the Fund Complex by reason of his firm currently acting as legal counsel to such funds in the Fund Complex. Messrs. Merin and Powers are interested persons of funds in the Fund Complex and the Advisers by reason of their current or former positions with Morgan Stanley or its affiliates. 34 OFFICERS <Table> <Caption> TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS Stephen L. Boyd (62) Vice President Officer Managing Director of Global Research Investment Management. 2800 Post Oak Blvd. since 2001 Vice President of funds in the Fund Complex. Prior to 45th Floor December 2002, Chief Investment Officer of Van Kampen Houston, TX 77056 Investments and President and Chief Operations Officer of the Advisers and Van Kampen Advisors Inc. Prior to May 2002, Executive Vice President and Chief Investment Officer of funds in the Fund Complex. Prior to May 2001, Managing Director and Chief Investment Officer of Van Kampen Investments, and Managing Director and President of the Advisers and Van Kampen Advisors Inc. Prior to December 2000, Executive Vice President and Chief Investment Officer of Van Kampen Investments, and President and Chief Operating Officer of the Advisers. Prior to April 2000, Executive Vice President and Chief Investment Officer for Equity Investments of the Advisers. Prior to October 1998, Vice President and Senior Portfolio Manager with AIM Capital Management, Inc. Prior to February 1998, Senior Vice President and Portfolio Manager of Van Kampen American Capital Asset Management, Inc., Van Kampen American Capital Investment Advisory Corp. and Van Kampen American Capital Management, Inc. Stefanie V. Chang (36) Vice President Officer Executive Director of Morgan Stanley Investment Management. 1221 Avenue of the Americas since 2003 Vice President of funds in the Fund Complex. New York, NY 10020 Joseph J. McAlinden (60) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan 1221 Avenue of the Americas President and Chief since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment New York, NY 10020 Investment Officer Management Inc. and Morgan Stanley Investments LP and Director of Morgan Stanley Trust for over 5 years. Executive Vice President and Chief Investment Officer of funds in the Fund Complex. Managing Director and Chief Investment Officer of Van Kampen Investments, the Advisers and Van Kampen Advisors Inc. since December 2002. </Table> 35 <Table> <Caption> TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS John R. Reynoldson (50) Vice President Officer Executive Director and Portfolio Specialist of the Advisers 1 Parkview Plaza since 2001 and Van Kampen Advisors Inc. Vice President of funds in the P.O. Box 5555 Fund Complex. Prior to July 2001, Principal and Co-head of Oakbrook Terrace, IL 60181 the Fixed Income Department of the Advisers and Van Kampen Advisors Inc. Prior to December 2000, Senior Vice President of the Advisers and Van Kampen Advisors Inc. Prior to May 2000, Senior Vice President of the investment grade taxable group for the Advisers. Prior to June 1999, Senior Vice President of the government securities bond group for Asset Management. Ronald E. Robison (64) Executive Vice Officer Chief Executive Officer and Chairman of Investor Services. 1221 Avenue of the Americas President and since 2003 Executive Vice President and Principal Executive Officer of New York, NY 10020 Principal Executive funds in the Fund Complex. Chief Global Operations Officer Officer and Managing Director of Morgan Stanley Investment Management Inc. Managing Director of Morgan Stanley. Managing Director and Director of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. Chief Executive Officer and Director of Morgan Stanley Trust. Vice President of the Morgan Stanley Funds. A. Thomas Smith III (46) Vice President and Officer Managing Director of Morgan Stanley, Managing Director and 1221 Avenue of the Americas Secretary since 2001 Director of Van Kampen Investments, Director of the New York, NY 10020 Advisers, Van Kampen Advisors Inc., the Distributor, Investor Services and certain other subsidiaries of Van Kampen Investments. Managing Director and General Counsel-Mutual Funds of Morgan Stanley Investment Advisors, Inc. Vice President and Secretary of funds in the Fund Complex. Prior to July 2001, Managing Director, General Counsel, Secretary and Director of Van Kampen Investments, the Advisers, the Distributor, Investor Services, and certain other subsidiaries of Van Kampen Investments. Prior to December 2000, Executive Vice President, General Counsel, Secretary and Director of Van Kampen Investments, the Advisers, Van Kampen Advisors Inc., the Distributor, Investor Services and certain other subsidiaries of Van Kampen Investments. Prior to January 1999, Vice President and Associate General Counsel to New York Life Insurance Company ("New York Life"), and prior to March 1997, Associate General Counsel of New York Life. Prior to December 1993, Assistant General Counsel of The Dreyfus Corporation. Prior to August 1991, Senior Associate, Willkie Farr & Gallagher. Prior to January 1989, Staff Attorney at the Securities and Exchange Commission, Division of Investment Management, Office of Chief Counsel. </Table> 36 <Table> <Caption> TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS John L. Sullivan (48) Vice President, Chief Officer Director and Managing Director of Van Kampen Investments, 1 Parkview Plaza Financial Officer and since 2001 the Advisers, Van Kampen Advisors Inc. and certain other P.O. Box 5555 Treasurer subsidiaries of Van Kampen Investments. Vice President, Oakbrook Terrace, IL 60181 Chief Financial Officer and Treasurer of funds in the Fund Complex. Head of Fund Accounting for Morgan Stanley Investment Management. Prior to December 2002, Executive Director of Van Kampen Investments, the Advisers and Van Kampen Advisors Inc. </Table> 37 Van Kampen Privacy Notice The Van Kampen companies and investment products* respect your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain nonpublic personal information about you. This is information we collect from you on applications or other forms, and from the transactions you conduct with us, our affiliates, or third parties. We may also collect information you provide when using our Web site, and text files (also known as "cookies") may be placed on your computer to help us to recognize you and to facilitate transactions you initiate. We do not disclose any nonpublic personal information about you or any of our former customers to anyone, except as permitted by law. For instance, so that we may continue to offer you Van Kampen investment products and services that meet your investing needs, and to effect transactions that you request or authorize, we may disclose the information we collect to companies that perform services on our behalf, such as printers and mailers that assist us in the distribution of investor materials. These companies will use this information only for the services for which we hired them, and are not permitted to use or share this information for any other purpose. To protect your nonpublic personal information internally, we permit access to it only by authorized employees, and maintain physical, electronic and procedural safeguards to guard your nonpublic personal information. * Includes Van Kampen Investments Inc., Van Kampen Investment Advisory Corp., Van Kampen Asset Management Inc., Van Kampen Advisors Inc., Van Kampen Management Inc., Van Kampen Funds Inc., Van Kampen Investor Services Inc., Van Kampen System Inc. and Van Kampen Exchange Corp., as well as the many Van Kampen mutual funds and Van Kampen unit investment trusts. The Statement of Additional Information includes additional information about Fund trustees and is available, without charge, upon request by calling (800) 847-2424. Van Kampen Funds Inc. 1 Parkview Plaza, P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 www.vankampen.com (VAN KAMPEN INVESTMENTS LOGO) Copyright (C)2003 Van Kampen Funds Inc. All rights reserved. Member NASD/SIPC. 185, 285, 385 IA ANR 10/03 12035J03-AP-10/03 Item 2. Code of Ethics. (a) The Trust has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,regardless of whether these individuals are employed by the Trust or a third party. (b) No information need be disclosed pursuant to this paragraph. (c) The Trust has amended its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto. (d) The Trust has granted a waiver or an implicit waiver from a provision of its Code of Ethics. (e) Not applicable. (f) (1) The Trust's Code of Ethics is attached hereto as Exhibit 10A. (2) Not applicable. (3) Not applicable. Item 3. Audit Committee Financial Expert. The Trust's Board of Trustees has determined that it has three "audit committee financial experts" serving on its audit committee, each of whom are "independent" Trustees: J. Miles Branagan, Jerry Choate and R. Craig Kennedy. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification. Item 4. Principal Accountant Fees and Services. Applicable only for reports covering fiscal years ending on or after December 15, 2003. Item 5. Audit Committee of Listed Registrants. Applicable only for reports covering periods ending on or after the earlier of (i) the first annual shareholder meeting after January 15, 2004 or (ii) October 31, 2004. Item 6. [Reserved.] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 8. [Reserved.] Item 9. Controls and Procedures (a) The Trust's principal executive officer and principal financial officer have concluded that the Trust's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Trust's internal controls or in other factors that could significantly affect the Trust's internal controls subsequent to the date of their evaluation. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10. Exhibits. (a) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto. (b) A separate certification for each Principal Executive Officer and Principal Financial Officer of the registrant are attached hereto as part of EX-99.CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Van Kampen Equity Trust II -------------------------- By: /s/ Ronald E. Robison ----------------------------------------- Name: Ronald E. Robison Title: Principal Executive Officer Date: October 20, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Ronald E. Robison ----------------------------------------- Name: Ronald E. Robison Title: Principal Executive Officer Date: October 20, 2003 By: /s/ John L. Sullivan ----------------------------------------- Name: John L. Sullivan Title: Principal Financial Officer Date: October 20, 2003