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: 8/31/04 Item 1. Report to Shareholders. The Trust's annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows: 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, 2004. THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A PROSPECTUS FOR THE FUND BEING OFFERED. THE PROSPECTUS CONTAINS INFORMATION ABOUT THE FUND, INCLUDING THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO PASS. THERE IS NO ASSURANCE THAT A MUTUAL FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. FUNDS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY THAT THE MARKET VALUES OF SECURITIES OWNED BY THE FUND WILL DECLINE AND THAT THE VALUE OF FUND SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS FUND. <Table> <Caption> --------------------------------------------------------------------------------------- NOT FDIC INSURED OFFER NO BANK GUARANTEE MAY LOSE VALUE --------------------------------------------------------------------------------------- NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY NOT A DEPOSIT --------------------------------------------------------------------------------------- </Table> Performance Summary as of 8/31/04 PERFORMANCE OF A $10,000 INVESTMENT This chart compares your fund's performance to that of the Pacific Stock Exchange (PSE) Technology Index from 7/31/99 (the first month-end after inception) through 8/31/04. Class A shares, adjusted for sales charges. (LINE GRAPH) <Table> <Caption> PACIFIC STOCK EXCHANGE TECHNOLOGY VAN KAMPEN TECHNOLOGY FUND INDEX -------------------------- --------------------------------- 7/99 9426 10513 10676 10526 12/99 18935 16303 23870 19488 6/00 21213 18472 23657 17421 12/00 14009 13659 6491 11106 6/01 6676 12172 3694 8674 12/01 4972 11529 4824 11492 6/02 3333 8613 2259 6469 12/02 2537 7687 2583 7655 6/03 3167 9431 3444 10340 12/03 3954 11695 3870 11979 6/04 4065 12334 8/04 3593 10925 </Table> <Table> <Caption> A SHARES B SHARES C SHARES since 07/26/99 since 07/26/99 since 07/26/99 - ---------------------------------------------------------------------------------------------- W/MAX W/MAX W/MAX 5.75% 5.00% 1.00% AVERAGE ANNUAL W/O SALES SALES W/O SALES SALES W/O SALES SALES TOTAL RETURNS CHARGES CHARGE CHARGES CHARGE CHARGES CHARGE Since Inception -16.95% -17.91% -17.59% -17.59% -17.59% -17.59% 5-year -19.06 -20.01 -19.68 -19.93 -19.68 -19.68 1-year -1.27 -6.95 -2.10 -6.99 -2.10 -3.08 - ---------------------------------------------------------------------------------------------- </Table> PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS 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. Performance of share classes will vary due to differences in sales charges and expenses. 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. The index does not include any expenses, fees or sales charges, which would lower performance. The index is unmanaged and should not be considered an investment. Source for index performance: Lipper Inc. 1 Fund Report FOR THE 12-MONTH PERIOD ENDED AUGUST 31, 2004 Van Kampen Technology Fund is managed by the Adviser's Multi-Cap Growth team.(1) Current members include Gary Lewis, Managing Director of the Adviser; David Walker, Dudley Brickhouse, and Janet Luby, Executive Directors of the Adviser; Matthew Hart, Vice President of the Adviser; and Scott Miller, Senior Associate of the Adviser. MARKET CONDITIONS Technology stocks produced a marginally positive return during the fund's fiscal year. The reporting period began on a strong note, as the technology sector delivered stellar performance during the final four months of 2003. During this time, an improving economy fueled demand for technology products and services, resulting in robust earnings growth and a high level of investor enthusiasm. The technology sector began to lose ground in January, however, due to emerging concerns that earnings had peaked and were poised to slow. Following a 10-month rally in tech stocks, many investors elected to reduce their holdings in the sector. The resulting sell-off continued through the spring, then accelerated during the summer once it became evident that the U.S. economy was not recovering at as rapid a pace as was previously thought. Since technology firms are highly sensitive to trends in corporate spending, slower-than-expected economic growth is viewed as significantly negative for the industry. As a result, technology stocks have produced a negative total return and underperformed the broader U.S. market so far in 2004. Fortunately, their strong performance during the first four months of the period was enough to offset the subsequent weakness, allowing the sector to finish the fund's reporting period in positive territory. PERFORMANCE ANALYSIS Van Kampen Technology Fund returned -1.27 percent for the 12 months ended August 31, 2004 (Class A shares unadjusted for sales charge). The fund's TOTAL RETURN FOR THE 12-MONTH PERIOD ENDING AUGUST 31, 2004 <Table> <Caption> - ----------------------------------------------------------------------------------- PACIFIC STOCK EXCHANGE CLASS A CLASS B CLASS C TECHNOLOGY INDEX -1.27% -2.10% -2.10% 3.18% - ----------------------------------------------------------------------------------- </Table> The performance for the three share classes varies because each has different expenses. The fund's total return figures assume the reinvestment of all distributions, but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. Past performance is no guarantee of future results. See Performance Summary for standardized performance information and index definitions. (1)Team members may change at any time without notice. 2 benchmark, the Pacific Stock Exchange Technology Index, returned 3.18 percent for the same period. Although the fund underperformed its benchmark, generally speaking, we believe we have positioned the fund well in the market environment. Early in the period, our investment strategy led us to overweight the fund in those areas of the technology sector with a high level of sensitivity to the economy, such as semiconductor (computer chip) companies. At its peak, the fund's weighting in semiconductor stocks reached about 45 percent of assets, compared with a roughly 18 percent weighting in the benchmark. Given the continued improvement in the economy, this positioning proved beneficial to performance during the first four months of the reporting period. As noted above, the positive environment for stocks quickly dissipated during the first quarter, leading to a sharp turnaround in the stock prices of economically-sensitive companies. Recognizing that this represented a meaningful shift and not simply a brief market correction, we quickly elected to adopt a more conservative positioning by reducing the fund's weighting in semiconductor and semiconductor equipment stocks. This proved very helpful to performance in the second half of the period given the continued sell-off in these areas. Unfortunately, we did not re-position the portfolio rapidly enough and it was highly exposed to the initial stages of the sell-off. As a result, the fund underperformed its benchmark by a wide margin during the second half of January, and this was enough to cause it to underperform for the entire period. Since then, we continued to believe the backdrop for technology stocks would remain challenging, and have maintained a defensive positioning in the portfolio. In other words, we invested the fund less aggressively than it had been earlier in the period, in order to better withstand short-term market weakness. This entailed holding a more diversified portfolio and investing the fund in larger companies that we believe may provide more stable growth potential, such as IBM. At the same time, the fund continued to hold a reduced position in the volatile semiconductor equipment sectors. We have also elected to maintain the fund's below-benchmark weighting in software, another area that is sensitive to trends in corporate spending. Another notable element of the fund's defensive positioning is its 20 percent weighting in the health-care sector, a weighting which is high relative to comparable funds. Here, we tended to focus on device manufacturers and biotechnology companies with high-potential products that we believe will receive approval from the Food and Drug Administration (FDA). For example, Biogen Idec has created a drug called Antegren, a state-of-the-art treatment for multiple sclerosis that has had its approval process "fast-tracked" by the FDA. The company also sells Rituxin, a non-Hodgkin's lymphoma drug that may be used to treat other illnesses as well. Both drugs are expected to result in substantial cash flow for Biogen Idec. 3 The two stocks that made the most significant positive contribution to returns during the period were the Internet companies eBay and Yahoo!. EBay is a longstanding fund holding that performed very well during the past year. In its role as a 24-hour worldwide shopping mart, the company has become hugely profitable. This has been reflected in its stock price, which rose from approximately $55 a year ago to over $86 by the end of the period. Yahoo!, meanwhile, has benefited from the maturing of the Internet advertising market. Once seen as being inferior to print, radio, and television advertising, Internet ads have experienced increasing "click-through" from web surfers and actually are proving more effective than other types of media. As one of the world's most heavily trafficked websites, Yahoo! has become an important beneficiary of this trend. We remain cautious on the outlook for technology stocks, since we see no near- term catalyst to spark better-than-expected earnings from the sector. Nonetheless, we continue to believe that technology stocks offer the potential for long-term appreciation as part of a well-diversified portfolio. There is no guarantee the securities mentioned will continue to perform well or be held by the fund in the future. 4 <Table> TOP 10 HOLDINGS AS OF 8/31/04 eBay, Inc. 4.8% Yahoo!, Inc. 3.9 Cisco Systems, Inc. 3.6 International Business Machines Corp. 3.5 Symantec Corp. 3.3 QUALCOMM, Inc. 3.3 Microsoft Corp. 3.1 Juniper Networks, Inc. 2.8 St. Jude Medical, Inc. 2.7 Biogen Idec, Inc. 2.6 SUMMARY OF INVESTMENTS BY INDUSTRY CLASSIFICATION AS OF 8/31/04 Communications Equipment 14.9% Semiconductors 11.9 Systems Software 10.6 Biotechnology 9.9 Health Care Equipment 7.9 Data Processing & Outsourcing Services 7.2 Computer Hardware 6.5 Internet Software & Services 6.2 Internet Retail 5.6 Semiconductor Equipment 4.8 Application Software 4.2 Aerospace & Defense 2.3 Health Care Supplies 2.0 Home Entertainment Software 1.9 Computer Storage & Peripherals 1.2 Pharmaceuticals 1.2 Wireless Telecommunication Services 0.9 Office Electronics 0.7 ------ Total Long-Term Investments 99.9% Short-Term Investments 0.8 Liabilities in Excess of Other Assets (0.7) ------ Total Net Assets 100.0% </Table> Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned or securities in the industries shown above. All percentages are as a percentage of net assets. Van Kampen is a wholly owned subsidiary of a global securities firm which is engaged in a wide range of financial services including, for example, securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. 5 FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS Each Van Kampen fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters by filing the schedule electronically with the Securities and Exchange Commission (SEC). The semiannual reports are filed on Form N-CSRS and the annual reports are filed on Form N-CSR. Van Kampen also delivers the semiannual and annual reports to fund shareholders, and makes these reports available on its public web site, www.vankampen.com. In addition to the semiannual and annual reports that Van Kampen delivers to shareholders and makes available through the Van Kampen public web site, each fund files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Van Kampen does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Van Kampen public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's web site, http://www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, Washington, DC 20549-0102. In addition to filing a complete schedule of portfolio holdings with the SEC each fiscal quarter, each Van Kampen fund makes portfolio holdings information available by periodically providing the information on its public web site, www.vankampen.com. Each Van Kampen fund provides a complete schedule of portfolio holdings on the public web site on a calendar-quarter basis approximately 30 days after the close of the calendar quarter. Furthermore, each Van Kampen open-end fund provides partial lists of its portfolio holdings (such as top 10 or top 15 fund holdings) to the public web site each month with a delay of approximately 15 days. You may obtain copies of a fund's fiscal quarter filings, or its monthly or calendar-quarter web site postings, by contacting Van Kampen Client Relations at 1-800-847-2424. 6 ANNUAL HOUSEHOLDING NOTICE To reduce fund 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 prospectuses 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 1-800-341-2911 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 AND PROXY VOTING RECORD The fund's policies and procedures with respect to the voting of proxies relating to the fund's portfolio securities and information on how the fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-800-847-2424 or by visiting our web site at www.vankampen.com. This information is also available on the Securities and Exchange Commission's web site at http://www.sec.gov. 7 Expense Example As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 3/1/04 - 8/31/04. ACTUAL EXPENSE The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total costs of owning different funds that have transactional costs, such as sales charges (loads), and redemption fees, or exchange fees. <Table> <Caption> BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* --------------------------------------------------- 3/1/04 8/31/04 3/1/04-8/31/04 Class A Actual................................... $1,000.00 $ 910.80 $11.05 Hypothetical............................. 1,000.00 1,013.54 11.64 (5% annual return before expenses) Class B Actual................................... 1,000.00 907.50 14.72 Hypothetical............................. 1,000.00 1,009.74 15.51 (5% annual return before expenses) Class C Actual................................... 1,000.00 907.50 14.72 Hypothetical............................. 1,000.00 1,009.74 15.51 (5% annual return before expenses) </Table> * Expenses are equal to the Fund's annualized expense ratio of 2.30%, 3.07%, and 3.07% for Class A, B, and C Shares, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Assumes all dividends and distributions were reinvested. 8 VAN KAMPEN TECHNOLOGY FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 <Table> <Caption> NUMBER OF DESCRIPTION SHARES VALUE - -------------------------------------------------------------------------------------- COMMON STOCKS 99.9% AEROSPACE & DEFENSE 2.3% Lockheed Martin Corp. ...................................... 125,000 $ 6,722,500 ------------ APPLICATION SOFTWARE 4.2% Autodesk, Inc. ............................................. 125,000 5,551,250 PeopleSoft, Inc. (a)........................................ 125,000 2,175,000 SAP AG--ADR (Germany)....................................... 125,000 4,557,500 ------------ 12,283,750 ------------ BIOTECHNOLOGY 9.9% Amgen, Inc. (a)............................................. 115,000 6,818,350 Biogen, Inc. (a)............................................ 125,000 7,416,250 Celgene Corp. (a)........................................... 25,000 1,418,750 Genentech, Inc. (a)......................................... 125,000 6,097,500 Gilead Sciences, Inc. (a)................................... 100,000 6,913,000 ------------ 28,663,850 ------------ COMMUNICATIONS EQUIPMENT 14.9% Cisco Systems, Inc. (a)..................................... 550,000 10,318,000 Corning, Inc. (a)........................................... 125,000 1,265,000 Ericsson, Class B--ADR (Sweden) (a)......................... 50,000 1,352,000 Harris Corp. ............................................... 115,000 5,538,400 Juniper Networks, Inc. (a).................................. 350,000 8,011,500 Motorola, Inc. ............................................. 150,000 2,422,500 QUALCOMM, Inc. ............................................. 250,000 9,512,500 Research in Motion, Ltd. (Canada) (a)....................... 25,000 1,505,500 Scientific-Atlanta, Inc. ................................... 115,000 3,132,600 ------------ 43,058,000 ------------ COMPUTER HARDWARE 6.5% Apple Computer, Inc. (a).................................... 125,000 4,311,250 Dell Computer Corp. (a)..................................... 125,000 4,355,000 International Business Machines Corp. ...................... 120,000 10,162,800 ------------ 18,829,050 ------------ COMPUTER STORAGE & PERIPHERALS 1.2% EMC Corp. (a)............................................... 125,000 1,346,250 Lexmark International, Inc., Class A (a).................... 25,000 2,211,250 ------------ 3,557,500 ------------ DATA PROCESSING & OUTSOURCING SERVICES 7.2% Automatic Data Processing, Inc. ............................ 125,000 4,971,250 Computer Sciences Corp. (a)................................. 115,000 5,330,250 DST Systems, Inc. (a)....................................... 115,000 5,202,600 First Data Corp. ........................................... 125,000 5,281,250 ------------ 20,785,350 ------------ HEALTH CARE EQUIPMENT 7.9% Biomet, Inc. ............................................... 125,000 5,706,250 Boston Scientific Corp. (a)................................. 100,000 3,573,000 </Table> See Notes to Financial Statements 9 VAN KAMPEN TECHNOLOGY FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 continued <Table> <Caption> NUMBER OF DESCRIPTION SHARES VALUE - -------------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT (CONTINUED) Guidant Corp. .............................................. 100,000 $ 5,980,000 St. Jude Medical, Inc. (a).................................. 115,000 7,733,750 ------------ 22,993,000 ------------ HEALTH CARE SUPPLIES 2.0% Millipore Corp. (a)......................................... 115,000 5,784,500 ------------ HOME ENTERTAINMENT SOFTWARE 1.9% Electronic Arts, Inc. (a)................................... 110,000 5,475,800 ------------ INTERNET RETAIL 5.6% Amazon.com, Inc. (a)........................................ 65,000 2,479,100 eBay, Inc. (a).............................................. 160,000 13,846,400 ------------ 16,325,500 ------------ INTERNET SOFTWARE & SERVICES 6.2% Google, Inc., Class A (a)................................... 65,000 6,659,250 Yahoo!, Inc. (a)............................................ 400,000 11,404,000 ------------ 18,063,250 ------------ OFFICE ELECTRONICS 0.7% Zebra Technologies Corp., Class A (a)....................... 37,500 2,143,125 ------------ PHARMACEUTICALS 1.2% DOV Pharmaceutical, Inc. (a)................................ 100,000 1,570,000 Sepracor, Inc. (a).......................................... 35,000 1,736,350 ------------ 3,306,350 ------------ SEMICONDUCTOR EQUIPMENT 4.8% Applied Materials, Inc. (a)................................. 125,000 1,986,250 KLA-Tencor Corp. (a)........................................ 125,000 4,670,000 Lam Research Corp. (a)...................................... 125,000 2,693,750 Novellus Systems, Inc. (a).................................. 125,000 3,053,750 Teradyne, Inc. (a).......................................... 125,000 1,608,750 ------------ 14,012,500 ------------ SEMICONDUCTORS 11.9% Advanced Micro Devices, Inc. (a)............................ 125,000 1,428,750 Analog Devices, Inc. ....................................... 125,000 4,340,000 Broadcom Corp., Class A (a)................................. 100,000 2,714,000 Intel Corp. ................................................ 200,000 4,258,000 Linear Technology Corp. .................................... 125,000 4,471,250 Marvell Technology Group Ltd. (Bermuda) (a)................. 125,000 2,890,000 Maxim Integrated Products, Inc. ............................ 125,000 5,428,750 Micron Technology, Inc. (a)................................. 125,000 1,438,750 National Semiconductor Corp. (a)............................ 125,000 1,666,250 Texas Instruments, Inc. .................................... 125,000 2,442,500 Xilinx, Inc. ............................................... 125,000 3,428,750 ------------ 34,507,000 ------------ </Table> 10 See Notes to Financial Statements VAN KAMPEN TECHNOLOGY FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 continued <Table> <Caption> NUMBER OF DESCRIPTION SHARES VALUE - -------------------------------------------------------------------------------------- SYSTEMS SOFTWARE 10.6% Adobe Systems, Inc. ........................................ 125,000 $ 5,733,750 Microsoft Corp. ............................................ 325,000 8,872,500 NCR Corp. (a)............................................... 115,000 5,079,550 Oracle Corp. (a)............................................ 150,000 1,495,500 Symantec Corp. (a).......................................... 200,000 9,592,000 ------------ 30,773,300 ------------ WIRELESS TELECOMMUNICATION SERVICES 0.9% Nextel Communications, Inc., Class A (a).................... 110,000 2,550,900 ------------ TOTAL LONG-TERM INVESTMENTS 99.9% (Cost $263,432,090).................................................. 289,835,225 REPURCHASE AGREEMENT 0.8% UBS Securities LLC ($2,409,000 par collateralized by U.S. Government obligations in a pooled cash account, interest rate of 1.55%, dated 08/31/04, to be sold on 09/01/04 at $2,409,104) (Cost $2,409,000).................................................... 2,409,000 ------------ TOTAL INVESTMENTS 100.7% (Cost $265,841,090).................................................. 292,244,225 LIABILITIES IN EXCESS OF OTHER ASSETS (0.7%).......................... (2,148,475) ------------ NET ASSETS 100.0%..................................................... $290,095,750 ============ </Table> Percentages are calculated as a percentage of net assets. (a) Non-income producing security as this stock currently does not declare dividends. ADR--American Depositary Receipt See Notes to Financial Statements 11 VAN KAMPEN TECHNOLOGY FUND FINANCIAL STATEMENTS Statement of Assets and Liabilities August 31, 2004 <Table> ASSETS: Total Investments (Cost $265,841,090)....................... $ 292,244,225 Receivables: Investments Sold.......................................... 6,267,403 Fund Shares Sold.......................................... 207,294 Dividends................................................. 118,150 Interest.................................................. 104 Other....................................................... 51,597 --------------- Total Assets............................................ 298,888,773 --------------- LIABILITIES: Payables: Investments Purchased..................................... 6,640,540 Distributor and Affiliates................................ 812,797 Fund Shares Repurchased................................... 616,624 Investment Advisory Fee................................... 220,752 Custodian Bank............................................ 19,518 Accrued Expenses............................................ 412,257 Trustees' Deferred Compensation and Retirement Plans........ 70,535 --------------- Total Liabilities....................................... 8,793,023 --------------- NET ASSETS.................................................. $ 290,095,750 =============== NET ASSETS CONSIST OF: Capital (Par value of $.01 per share with an unlimited number of shares authorized).............................. $ 1,883,826,666 Net Unrealized Appreciation................................. 26,403,135 Accumulated Net Investment Loss............................. (70,884) Accumulated Net Realized Loss............................... (1,620,063,167) --------------- NET ASSETS.................................................. $ 290,095,750 =============== MAXIMUM OFFERING PRICE PER SHARE: Class A Shares: Net asset value and redemption price per share (Based on net assets of $108,691,993 and 28,012,336 shares of beneficial interest issued and outstanding)............. $ 3.88 Maximum sales charge (5.75%* of offering price)......... .24 --------------- Maximum offering price to public........................ $ 4.12 =============== Class B Shares: Net asset value and offering price per share (Based on net assets of $146,739,794 and 39,364,950 shares of beneficial interest issued and outstanding)............. $ 3.73 =============== Class C Shares: Net asset value and offering price per share (Based on net assets of $34,663,963 and 9,297,713 shares of beneficial interest issued and outstanding)............. $ 3.73 =============== </Table> * On sales of $50,000 or more, the sales charge will be reduced. 12 See Notes to Financial Statements VAN KAMPEN TECHNOLOGY FUND FINANCIAL STATEMENTS continued Statement of Operations For the Year Ended August 31, 2004 <Table> INVESTMENT INCOME: Dividends (Net of foreign withholding taxes of $11,835)..... $ 673,517 Interest.................................................... 18,984 ------------ Total Income............................................ 692,501 ------------ EXPENSES: Shareholder Services........................................ 3,586,052 Investment Advisory Fee..................................... 3,093,146 Distribution (12b-1) and Service Fees (Attributed to Classes A, B and C of $316,022, $1,734,510 and $423,882, respectively)............................................. 2,474,414 Custody..................................................... 37,520 Legal....................................................... 32,408 Trustees' Fees and Related Expenses......................... 20,024 Other....................................................... 448,590 ------------ Total Expenses.......................................... 9,692,154 ------------ NET INVESTMENT LOSS......................................... $ (8,999,653) ============ REALIZED AND UNREALIZED GAIN/LOSS: Net Realized Gain........................................... $ 66,812,421 ------------ Unrealized Appreciation/Depreciation: Beginning of the Period................................... 87,144,534 End of the Period......................................... 26,403,135 ------------ Net Unrealized Depreciation During the Period............... (60,741,399) ------------ NET REALIZED AND UNREALIZED GAIN............................ $ 6,071,022 ============ NET DECREASE IN NET ASSETS FROM OPERATIONS.................. $ (2,928,631) ============ </Table> See Notes to Financial Statements 13 VAN KAMPEN TECHNOLOGY FUND FINANCIAL STATEMENTS continued Statements of Changes in Net Assets <Table> <Caption> FOR THE FOR THE YEAR ENDED YEAR ENDED AUGUST 31, 2004 AUGUST 31, 2003 ---------------------------------- FROM INVESTMENT ACTIVITIES: Operations: Net Investment Loss...................................... $ (8,999,653) $ (8,866,411) Net Realized Gain/Loss................................... 66,812,421 (79,234,441) Net Unrealized Appreciation/Depreciation During the Period................................................. (60,741,399) 175,267,856 ------------ ------------- NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES...... (2,928,631) 87,167,004 ------------ ------------- FROM CAPITAL TRANSACTIONS: Proceeds from Shares Sold................................ 46,861,256 162,947,100 Cost of Shares Repurchased............................... (95,116,672) (180,950,468) ------------ ------------- NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS....... (48,255,416) (18,003,368) ------------ ------------- TOTAL INCREASE/DECREASE IN NET ASSETS.................... (51,184,047) 69,163,636 NET ASSETS: Beginning of the Period.................................. 341,279,797 272,116,161 ------------ ------------- End of the Period (Including accumulated net investment loss of $70,884 and $61,268, respectively)............. $290,095,750 $ 341,279,797 ============ ============= </Table> 14 See Notes to Financial Statements VAN KAMPEN TECHNOLOGY FUND FINANCIAL HIGHLIGHTS THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> YEAR ENDED AUGUST 31, CLASS A SHARES --------------------------------------------------------- 2004 2003 2002 2001 2000 --------------------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.......................... $ 3.93 $ 2.90 $ 5.49 $ 26.81 $ 11.17 ------ ------ ------- ------- ------- Net Investment Loss............. (.09)(a) (.08)(a) (.11)(a) (.18)(a) (.16) Net Realized and Unrealized Gain/ Loss.................... .04 1.11 (2.48) (21.14) 15.80 ------ ------ ------- ------- ------- Total from Investment Operations...................... (.05) 1.03 (2.59) (21.32) 15.64 ------ ------ ------- ------- ------- NET ASSET VALUE, END OF THE PERIOD.......................... $ 3.88 $ 3.93 $ 2.90 $ 5.49 $ 26.81 ====== ====== ======= ======= ======= Total Return (b).................. -1.27% 35.52% -47.18% -79.51% 139.93% Net Assets at End of the Period (In millions)................... $108.7 $125.3 $ 103.5 $ 198.8 $ 928.8 Ratio of Expenses to Average Net Assets.......................... 2.34% 2.88% 2.39% 1.65% 1.47% Ratio of Net Investment Loss to Average Net Assets.............. (2.13%) (2.73%) (2.31%) (1.48%) (1.14%) Portfolio Turnover................ 180% 152% 142% 274% 167% </Table> (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 15 VAN KAMPEN TECHNOLOGY FUND FINANCIAL HIGHLIGHTS continued THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> YEAR ENDED AUGUST 31, CLASS B SHARES ---------------------------------------------------------- 2004 2003 2002 2001 2000 ---------------------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.......................... $ 3.81 $ 2.83 $ 5.41 $ 26.59 $ 11.16 ------ ------ ------- ------- -------- Net Investment Loss............. (.12)(a) (.10)(a) (.14)(a) (.28)(a) (.28) Net Realized and Unrealized Gain/Loss..................... .04 1.08 (2.44) (20.90) 15.71 ------ ------ ------- ------- -------- Total from Investment Operations...................... (.08) .98 (2.58) (21.18) 15.43 ------ ------ ------- ------- -------- NET ASSET VALUE, END OF THE PERIOD.......................... $ 3.73 $ 3.81 $ 2.83 $ 5.41 $ 26.59 ====== ====== ======= ======= ======== Total Return (b).................. -2.10% 34.63% -47.69% -79.65% 138.17% Net Assets at End of the Period (In millions)................... $146.7 $172.7 $ 133.8 $ 288.4 $1,442.2 Ratio of Expenses to Average Net Assets.......................... 3.11% 3.65% 3.16% 2.40% 2.23% Ratio of Net Investment Loss to Average Net Assets.............. (2.91%) (3.50%) (3.08%) (2.24%) (1.89%) Portfolio Turnover................ 180% 152% 142% 274% 167% </Table> (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. 16 See Notes to Financial Statements VAN KAMPEN TECHNOLOGY FUND FINANCIAL HIGHLIGHTS continued THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> YEAR ENDED AUGUST 31, CLASS C SHARES --------------------------------------------------------- 2004 2003 2002 2001 2000 --------------------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD.......................... $ 3.81 $ 2.83 $ 5.41 $ 26.59 $ 11.16 ------ ------ ------- ------- ------- Net Investment Loss............. (.12)(a) (.10)(a) (.14)(a) (.28)(a) (.27) Net Realized and Unrealized Gain/Loss..................... .04 1.08 (2.44) (20.90) 15.70 ------ ------ ------- ------- ------- Total from Investment Operations...................... (.08) .98 (2.58) (21.18) 15.43 ------ ------ ------- ------- ------- NET ASSET VALUE, END OF THE PERIOD.......................... $ 3.73 $ 3.81 $ 2.83 $ 5.41 $ 26.59 ====== ====== ======= ======= ======= Total Return (b).................. -2.10% 34.63% -47.69% -79.65% 138.17% Net Assets at End of the Period (In millions)................... $ 34.7 $ 43.4 $ 34.7 $ 80.3 $ 412.0 Ratio of Expenses to Average Net Assets.......................... 3.11% 3.66% 3.16% 2.40% 2.22% Ratio of Net Investment Loss to Average Net Assets.............. (2.91%) (3.51%) (3.08%) (2.23%) (1.88%) Portfolio Turnover................ 180% 152% 142% 274% 167% </Table> (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 17 VAN KAMPEN TECHNOLOGY FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 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 statutory 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 U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A. SECURITY VALUATION Investments 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 (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. 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. 18 VAN KAMPEN TECHNOLOGY FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued 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, 2004, the Fund had an accumulated capital loss carryforward for tax purposes of $1,613,130,160, which will expire between August 31, 2007 and August 31, 2009. At August 31, 2004, the cost and related gross unrealized appreciation and depreciation are as follows: <Table> Cost of investments for tax purposes........................ $272,774,098 ============ Gross tax unrealized appreciation........................... $ 33,818,755 Gross tax unrealized depreciation........................... (14,348,628) ------------ Net tax unrealized appreciation on investments.............. $ 19,470,127 ============ </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 U.S. generally accepted accounting principles and federal income tax purposes, permanent differences between book and tax basis reporting for the 2004 fiscal year have been identified and appropriately reclassified on the Statement of Assets and Liabilities. At August 31, 2004, a permanent book to tax basis difference relating to a net operating loss totaling $8,988,041 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 $1,996 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. 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, 2004, the Fund recognized expenses of approximately $13,700 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP, 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, 2004, the Fund recognized expenses of approximately $43,700 representing Van Kampen Investments Inc.'s or its affiliates' (collectively "Van Kampen") cost of providing accounting and legal services to the Fund, 19 VAN KAMPEN TECHNOLOGY FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued which are reported as part of "Other" and "Legal" expenses, respectively, on 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, 2004, the Fund recognized expenses of approximately $3,060,300, 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 trustees 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 $41,119 are included in "Other" assets on the Statement of Assets and Liabilities at August 31, 2004. 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, 2004, the Fund paid brokerage commissions to Morgan Stanley DW Inc., an affiliate of the Adviser, totaling $172,477. 3. CAPITAL TRANSACTIONS At August 31, 2004, capital aggregated $706,137,686, $900,535,250, and $277,153,730 for Classes A, B and C, respectively. For the year ended August 31, 2004, transactions were as follows: <Table> <Caption> SHARES VALUE Sales: Class A................................................... 6,150,421 $ 25,762,027 Class B................................................... 4,247,442 17,108,738 Class C................................................... 998,901 3,990,491 ----------- ------------ Total Sales................................................. 11,396,764 $ 46,861,256 =========== ============ Repurchases: Class A................................................... (10,011,554) $(41,639,851) Class B................................................... (10,250,621) (41,029,111) Class C................................................... (3,094,335) (12,447,710) ----------- ------------ Total Repurchases........................................... (23,356,510) $(95,116,672) =========== ============ </Table> 20 VAN KAMPEN TECHNOLOGY FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued 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> 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, 2004 and 2003, 124,894 and 63,082 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 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, 2004, Van Kampen, as Distributor for the Fund, received net commissions on sales of the Fund's Class A Shares of approximately $76,100 and CDSC on redeemed shares of Classes B and C of approximately $485,800. Sales charges do not represent expenses of the Fund. 21 VAN KAMPEN TECHNOLOGY FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued 4. INVESTMENT TRANSACTIONS During the period, the cost of purchases and proceeds from sales of investments, excluding short-term investments, were $615,258,472 and $671,498,695, 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, 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 annual fees for Class A Shares are paid quarterly and the annual fees for Class C Shares are paid monthly. For Class B Shares, 75% of the annual fees are paid monthly, while 25% of the annual fees are paid quarterly. The amount of distribution expenses incurred by Van Kampen and not yet reimbursed ("unreimbursed receivable") was approximately $26,880,400 and $209,300 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 the fees for the year ended August 31, 2004, are payments retained by Van Kampen of approximately $1,336,000 and payments made to Morgan Stanley, an affiliate of the Adviser, of approximately $238,200. 6. LEGAL MATTERS The Adviser, certain affiliates of the Adviser, and certain investment companies advised by the Adviser or its affiliates, including the Fund, are named as defendants in a number of similar class action complaints which were recently consolidated. The consolidated action also names as defendants certain individual Trustees and Directors of certain investment companies advised by affiliates of the Adviser; the complaint does not, however, name the individual Trustees of any Van Kampen funds. The consolidated amended complaint generally alleges that defendants violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Adviser and certain affiliates of the Adviser allegedly offered economic incentives to brokers and others to steer investors to the funds advised by the Adviser or its affiliates rather than funds managed by other companies, and (ii) that the funds advised by the Adviser or its affiliates, including the Fund, allegedly paid excessive commissions to brokers in return for their alleged efforts to steer investors to these funds. The complaint seeks, among other things, unspecified compensatory damages, rescissionary damages, fees and costs. The Adviser and certain affiliates of the Adviser are also named as defendants in a derivative suit which additionally names as defendants certain individual Trustees of certain Van Kampen funds; the named investment companies, including the Fund, are listed as nominal defendants. The complaint alleges that defendants caused the Van Kampen funds to pay economic incentives to a proprietary sales force to promote the sale of proprietary mutual funds. The complaint also alleges that the Van Kampen funds paid excessive commissions to Morgan Stanley and its affiliates in connection with the sales of the funds. 22 VAN KAMPEN TECHNOLOGY FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued The complaint seeks, among other things, the removal of the current Trustees of the funds, rescission of the management contracts for the funds, disgorgement of profits by Morgan Stanley and its affiliates and monetary damages. This complaint has been coordinated with the consolidated complaint described in the preceding paragraph. The defendants have moved to dismiss each of these actions and otherwise intend to defend them vigorously. While the defendants believe that they have meritorious defenses, the ultimate outcome of these matters is not presently determinable at this early stage of litigation, and no provision has been made in the Fund's financial statements for the effect, if any, of these matters. 7. INDEMNIFICATIONS The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 23 VAN KAMPEN TECHNOLOGY FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2004, 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 five 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. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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, 2004, 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, 2004, 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 five years in the period then ended in conformity with U.S. generally accepted accounting principles. -s- Ernst & Young LLP Chicago, Illinois October 7, 2004 24 VAN KAMPEN TECHNOLOGY FUND BOARD OF TRUSTEES AND IMPORTANT ADDRESSES 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 1221 Avenue of the Americas New York, NY 10020 DISTRIBUTOR VAN KAMPEN FUNDS INC. 1221 Avenue of the Americas New York, NY 10020 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 LLP 333 West Wacker Drive Chicago, Illinois 60606 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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. 25 VAN KAMPEN TECHNOLOGY FUND TRUSTEES AND OFFICERS INFORMATION The business and affairs of the Fund are managed under the direction of the Fund's Board of Trustees and the Fund's officers appointed by the Board of Trustees. The tables below list the trustees and executive officers of the Fund and their principal occupations during the last five years, other directorships held by trustees and their affiliations, if any, with Van Kampen Investments Inc. ("Van Kampen Investments"), Van Kampen Asset Management (the "Adviser"), Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). The term "Fund Complex" includes each of the investment companies advised by the Adviser or its affiliates as of the date of this Statement of Additional Information. Trustees serve until reaching their retirement age or until their successors are duly elected and qualified. Officers are annually elected by the trustees. INDEPENDENT TRUSTEES: <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 85 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. Director of the Heartland Alliance, a nonprofit organization serving human needs based in Chicago. Director of St. Vincent de Paul Center, a Chicago based day care facility serving the children of low income families. Board member of the Illinois Manufacturer's Association. J. Miles Branagan (71) Trustee Trustee Private investor. 83 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> 26 <Table> <Caption> VAN KAMPEN TECHNOLOGY FUND TRUSTEE AND OFFICER INFORMATION continued 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 (66) Trustee Trustee Prior to January 1999, 83 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 (63) Trustee Trustee President of CAC, L.L.C., 85 Trustee/Director/Managing CAC, L.L.C. since 2003 a private company General Partner of funds 4350 LaJolla Village Drive offering capital in the Fund Complex. Suite 980 investment and management Director of Stericycle, San Diego, CA 92122-6223 advisory services. Prior Inc., GATX Corporation, to February 2001, Vice and Trustee of The Chairman and Director of Scripps Research Anixter International, Institute and the Inc., a global University of Chicago distributor of wire, Hospitals and Health cable and communications Systems. Prior to January connectivity products, 2004, Director of and IMC Global Inc., an TeleTech Holdings Inc. international company and Arris Group, Inc. that mines, manufactures Prior to May 2002, and sells essential crop Director of Peregrine nutrients and feed Systems Inc. Prior to ingredients to farmers. July 2000, Director of Prior to July 2000, Allied Riser Managing Partner of Communications Corp., Equity Group Corporate Matria Healthcare Inc., Investment (EGI), a Transmedia Networks, company that makes Inc., CNA Surety, Corp. private investments in and Grupo Azcarero Mexico other companies. (GAM). </Table> 27 <Table> <Caption> VAN KAMPEN TECHNOLOGY FUND TRUSTEE AND OFFICER INFORMATION continued 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 (56) Trustee Trustee Managing Partner of 83 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 (52) Trustee Trustee Director and President of 83 Trustee/Director/Managing 1744 R Street, NW since 1999 the German Marshall Fund General Partner of funds Washington, DC 20009 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 (68) Trustee Trustee Prior to 1998, President 85 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> 28 <Table> <Caption> VAN KAMPEN TECHNOLOGY FUND TRUSTEE AND OFFICER INFORMATION continued 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 (68) Trustee Trustee President of Nelson 83 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 (63) Trustee Trustee President Emeritus and 85 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, Ph.D. Trustee Trustee Previously Chief 83 Trustee/Director/Managing (62) since 1999 Communications Officer of General Partner of funds 815 Cumberstone Road the National Academy of in the Fund Complex. Harwood, MD 20776 Sciences/National Director of Fluor Corp., Research Council, an an engineering, independent, federally procurement and chartered policy construction institution, from 2001 to organization, since November 2003 and Chief January 2004 and Director Operating Officer from of Neurogen Corporation, 1993 to 2001. Director of a pharmaceutical company, the Institute for Defense since January 1998. Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, Director of the Rocky Mountain Institute and Trustee of Colorado College. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand. </Table> 29 VAN KAMPEN TECHNOLOGY FUND TRUSTEE AND OFFICER INFORMATION continued 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* (51) Trustee, Trustee President and Chief 83 Trustee/Director/Managing 1221 Avenue of the Americas President since Executive Officer of General Partner of funds New York, NY 10020 and Chief 1999; funds in the Fund in the Fund Complex. Executive President Complex. Chairman, Officer and Chief President, Chief Executive Executive Officer and Officer Director of the Adviser since 2002 and Van Kampen 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> 30 <Table> <Caption> VAN KAMPEN TECHNOLOGY FUND TRUSTEE AND OFFICER INFORMATION continued 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 Richard F. Powers, III* (58) Trustee Trustee Advisory Director of 85 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* (65) Trustee Trustee Partner in the law firm 85 Trustee/Director/Managing 333 West Wacker Drive since 1999 of Skadden, Arps, Slate, General Partner of funds Chicago, IL 60606 Meagher & Flom LLP, legal in the Fund Complex. 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 Adviser by reason of their current or former positions with Morgan Stanley or its affiliates. 31 VAN KAMPEN TECHNOLOGY FUND TRUSTEE AND OFFICER INFORMATION continued 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 Stefanie V. Chang (37) Vice President Officer Executive Director of Morgan Stanley Investment Management. 1221 Avenue of the Americas and Secretary since 2003 Vice President of funds in the Fund Complex. New York, NY 10020 Amy Doberman (42) Vice President Officer Managing Director and General Counsel, U.S. Investment 1221 Avenue of the Americas since 2004 Management; Managing Director of Morgan Stanley Investment New York, NY 10020 Management, Inc., Morgan Stanley Investment Advisers Inc. and the Adviser. Vice President of the Morgan Stanley Institutional and Retail Funds since July 2004 and Vice President of funds in the Fund Complex as of August 2004. Previously, Managing Director and General Counsel of Americas, UBS Global Asset Management from July 2000 to July 2004 and General Counsel of Aeitus Investment Management, Inc from January 1997 to July 2000. James M. Dykas (38) Chief Financial Officer Officer Executive Director of Van Kampen Asset Management and Morgan 1 Parkview Plaza and Treasurer since 1999 Stanley Investment Management. Chief Financial Officer and Oakbrook Terrace, IL 60181 Treasurer of funds in the Fund Complex. Prior to August 2004, Assistant Treasurer of funds in the Fund Complex. Joseph J. McAlinden (61) 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 Adviser and Van Kampen Advisors Inc. since December 2002. </Table> 32 <Table> <Caption> VAN KAMPEN TECHNOLOGY FUND TRUSTEE AND OFFICER INFORMATION continued 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 Ronald E. Robison (65) Executive Vice Officer Principal Executive Officer--office of the Funds (since 1221 Avenue of the Americas President and since 2003 November 2003). Chief Executive Officer and Chairman of New York, NY 10020 Principal Executive Investor Services. Executive Vice President and Principal Officer Executive Officer of funds in the Fund Complex. Managing Director of Morgan Stanley. Chief Administrative Officer, Managing Director and Director of Morgan Stanley Investment Advisors Inc., Morgan Stanley Services Company Inc. and Managing Director and Director of Morgan Stanley Distributors Inc. Chief Executive Officer and Director of Morgan Stanley Trust. Executive Vice President and Principal Executive Officer of the Institutional and Retail Morgan Stanley Funds; Director of Morgan Stanley SICAV; previously Chief Global Operations Officer and Managing Director of Morgan Stanley Investment Management Inc. John L. Sullivan (49) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since 1 Parkview Plaza Officer since 1999 August 2004. Director and Managing Director of Van Kampen Oakbrook Terrace, IL 60181 Investments, the Adviser, Van Kampen Advisors Inc. and certain other subsidiaries of Van Kampen Investments. Prior August 2004, Vice President, Chief Financial Officer and Treasurer of funds in the Fund Complex and head of Fund Accounting for Morgan Stanley Investment Management. Prior to December 2002, Executive Director of Van Kampen Investments, the Adviser and Van Kampen Advisors Inc. </Table> 33 VAN KAMPEN AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY We are required by federal law to provide you with a copy of our Privacy Policy annually. The following Policy applies to current and former individual clients of Van Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc., Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange Corp., as well as current and former individual investors in Van Kampen mutual funds, unit investment trusts, and related companies. This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, 529 Educational Savings Accounts, accounts subject to the Uniform Gifts to Minors Act, or similar accounts. Please note that we may amend this Policy at any time, and will inform you of any changes to this Policy as required by law. WE RESPECT YOUR PRIVACY We appreciate that you have provided us with your personal financial information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what non-public personal information we collect about you, why we collect it, and when we may share it with others. We hope this Policy will help you understand how we collect and share non-public personal information that we gather about you. Throughout this Policy, we refer to the non-public information that personally identifies you or your accounts as "personal information." 1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU? To serve you better and manage our business, it is important that we collect and maintain accurate information about you. We may obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our Web sites and from third parties and other sources. For example: -- We may collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through applications and other forms you submit to us. -- We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources. -- We may obtain information about your creditworthiness and credit history from consumer reporting agencies. -- We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements. -- If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer's operating system and Web browser, (continued on back) VAN KAMPEN AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued your use of our Web sites and your product and service preferences, through the use of "cookies." "Cookies" recognize your computer each time you return to one of our sites, and help to improve our sites' content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies. 2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU? To provide you with the products and services you request, to serve you better and to manage our business, we may disclose personal information we collect about you to our affiliated companies and to non-affiliated third parties as required or permitted by law. A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose personal information that we collect about you to our affiliated companies except to enable them to provide services on our behalf or as otherwise required or permitted by law. B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal information that we collect about you to non-affiliated third parties except to enable them to provide services on our behalf, to perform joint marketing agreements with other financial institutions, or as otherwise required or permitted by law. For example, some instances where we may disclose information about you to non-affiliated third parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with these companies, they are required to limit their use of personal information to the particular purpose for which it was shared and they are not allowed to share personal information with others except to fulfill that limited purpose. 3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE COLLECT ABOUT YOU? We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information, and we require them to adhere to confidentiality standards with respect to such information. The Statement of Additional Information includes additional information about Fund trustees and is available, without charge, upon request by calling 1-800-847-2424. 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)2004 Van Kampen Funds Inc. All rights reserved. Member NASD/SIPC. 77, 177, 277 TECH ANR 10/04 RN04-02172P-Y08/04 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, 2004. THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A PROSPECTUS FOR THE FUND BEING OFFERED. THE PROSPECTUS CONTAINS INFORMATION ABOUT THE FUND, INCLUDING THE INVESTMENT OBJECTIVES, RISKS, CHARGES, AND EXPENSES. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. 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 THAT THE VALUE OF THE FUND SHARES MAY THEREFORE 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. <Table> <Caption> --------------------------------------------------------------------------------------- NOT FDIC INSURED OFFER NO BANK GUARANTEE MAY LOSE VALUE --------------------------------------------------------------------------------------- NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY NOT A DEPOSIT --------------------------------------------------------------------------------------- </Table> Performance Summary as of 8/31/04 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 9/30/2001 (the first month-end after inception) through 8/31/2004. Class A shares, adjusted for sales charges. (LINE GRAPH) <Table> <Caption> VAN KAMPEN INTERNATIONAL MSCI ALL COUNTRY WORLD FREE INDEX ADVANTAGE FUND EX-USA ------------------------ --------------------------------- 9/01 9428 10000 12/01 10137 10889 10308 11111 6/02 10089 10775 8024 8695 12/02 8538 9292 7756 8613 6/03 9392 10323 10093 11219 12/03 11547 13139 11964 13774 6/04 11679 13678 8/04 11039 13386 </Table> <Table> <Caption> A SHARES B SHARES C SHARES since 9/26/01 since 9/26/01 since 9/26/01 - -------------------------------------------------------------------------------------------- W/MAX W/MAX W/MAX 5.75% 5.00% 1.00% AVERAGE ANNUAL W/O SALES SALES W/O SALES SALES W/O SALES SALES TOTAL RETURNS CHARGES CHARGE CHARGES CHARGE CHARGES CHARGE Since Inception 6.32% 4.19% 5.55% 4.62% 5.92% 5.92% 1-Year 10.48 4.12 9.83 4.83 10.95 9.95 - -------------------------------------------------------------------------------------------- </Table> PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS 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. Performance of share classes will vary due to differences in sales charges and expenses. 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. The index does not include any expenses, fees or sales charges, which would lower performance. The index is unmanaged and should not be considered an investment. Source for index performance: Lipper Inc. 1 Fund Report FOR THE 12-MONTH PERIOD ENDED AUGUST 31, 2004 Van Kampen International Advantage Fund is managed by the adviser's Global Core team.(1) Current members include Sandra Yeager, Jamie Wood, Michael Allison, and Mark Laskin. MARKET CONDITIONS The 12 months ended August 31, 2004, were a mixed period for global stock markets. During the first eight months of the period, markets benefited from strong economic growth in many regions of the world, in particular from healthy gross domestic product growth in the United States, Japan and the United Kingdom. Especially encouraging was the fact that Japan's export strength "flowed down" into the country's domestic economy, with markedly improved consumer spending and consumer confidence. Meanwhile, Europe as a whole was held back by weak domestic demand, although European exporters profited from economic strength in Eastern Europe and China. In the last four months of the fund's annual period, major stock markets sold off for several reasons. The sell-off began with concerns over central bank tightening in China, leading to sharp declines in the prices of emerging-market stocks; emerging markets comprise approximately 10 percent of the fund's benchmark. The Chinese central bank's actions also hurt Japanese exporters, who rely on economic activity from China. Likewise, it negatively affected some European stocks. Lastly, in the minds of some investors, China's credit- tightening moves cast doubt on the prospects for continued global growth, given that so much economic expansion has been driven by that country. In early April, following months of concern over the lack of job creation, strong job growth statistics in the U.S. gave a short-term boost to the markets and showed many market participants that the U.S. recovery was genuine. At the same time, stronger job-growth numbers inevitably heightened expectations of inflation and higher interest rates. As the market began to "price in" these two factors, economically sensitive stocks suffered. Later in the period, rising oil prices were the predominant issue for the market. Recent spikes in the price of oil have cast doubt on the profitability of many companies and raised concerns over whether U.S. consumer confidence will falter. (1)Team members may change at any time without notice. 2 PERFORMANCE ANALYSIS During the 12-month period ended August 31, 2004, the fund posted a total return of 10.48 percent (Class A shares unadjusted for sales charges), compared with the 22.65 percent return of its benchmark, the MSCI All Country World Free Index ex-USA. The fund's underperformance compared with its benchmark is mainly attributable to two allocation decisions during the period. First and foremost was the fund's underweight relative to the benchmark in oil stocks, which, as noted above, posted sharp gains as the price of crude oil rose as high as $45 per barrel amid political uncertainty in the Middle East and supply/demand concerns. Our expectations had been that the oil price would come down from pre-Iraq war highs as Iraqi supply came on line and the risk premium moderated. Within the oil sector, the benchmark includes British Petroleum (BP), a stock that drove performance in the index. However, the fund did not invest in BP, which detracted from comparative performance. Because we feel that oil stocks have become significantly overvalued, we have maintained the fund's underweight allocation compared with the benchmark. In addition, the fund's overweight relative to the benchmark in semiconductors, a sector that had performed extremely well up to the end of August 2003, detracted from performance. Market expectations for the sector became inflated, and semiconductors sold off dramatically as the sector's more recent financial results seemed to be implying a significant weakening of demand. The worst- performing individual issue within the portfolio during the period, STMicroelectronics, a semiconductor firm, was hurt by the unfavorable market conditions within the sector in 2004. However, we believe the sell-off in semiconductors was overdone, and remain optimistic regarding the industry's economic prospects, valuations that we believe are attractive, and our outlook for corporate technology spending in the U.S. over the coming months. On the plus side, the fund benefited from its position in Porsche, the German car manufacturer, which we believed was undervalued. Investors were pessimistic about the initial prospects for Porsche's new 4x4 vehicle, the Cayenne, which subsequently enjoyed strong U.S. sales. In Japan, the fund also posted gains from its holdings in Promise, a consumer finance company. Given that Japanese interest rates are extremely low, Promise can charge a significant TOTAL RETURN FOR THE 12-MONTH PERIOD ENDING AUGUST 31, 2004 <Table> <Caption> - ------------------------------------------------------------ MSCI AC WORLD FREE CLASS A CLASS B CLASS C EX-USA INDEX 10.48% 9.83% 10.95% 22.65% - ------------------------------------------------------------ </Table> The performance for the three share classes varies because each has different expenses. The fund's total return figures assume the reinvestment of all distributions, but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. Past performance is no guarantee of future results. See Performance Summary for standardized performance information and index definitions. 3 premium in its issuance of consumer loans. Another Japanese stock that posted positive performance for the fund was Mitsubishi Estates, a real-estate company with significant holdings in the Tokyo metropolitan area. As the Japanese economy has improved, the company is benefiting from increased property values. Our outlook for global stock markets remains guarded, but positive. There has been a measurable slowdown in growth, but we believe that this represents the normal part of a growth cycle: After a rapid early expansion, there typically is a slower phase before global markets settle into more steady, measured growth. We think this is the type of environment where better-quality companies could outperform, as opposed to some of the lower-quality companies that attracted investors during the previous 12 months. The fund is positioned accordingly, with a focus on quality stocks within our investment process. We rigorously analyze stocks, looking for strong balance sheets, robust company franchises, good management and sound cash flow generation. We believe that valuations for many high-quality companies remain attractive, as their share prices have fallen while earnings have continued to improve. This is especially true in continental Europe, some emerging-market countries, and certain sectors in Japan. There is no guarantee the securities mentioned will continue to perform well or be held by the fund in the future. 4 <Table> TOP TEN HOLDINGS AS OF 8/31/04 GlaxoSmithKline Plc 3.0% Novartis, AG 2.9 Royal Dutch Petroleum Co. 2.2 Kookmin Bank 1.8 Wolters Kluwer, NV 1.8 Vodafone Group Plc 1.7 Royal Bank of Scotland Group Plc 1.7 Prudential Corp. Plc 1.7 France Telecom, SA 1.7 Sony Corp. 1.7 </Table> <Table> SUMMARY OF INVESTMENTS BY COUNTRY CLASSIFICATION AS OF 8/31/04 Japan 22.2% United Kingdom 19.7 Netherlands 12.1 Switzerland 8.2 France 8.2 Germany 7.7 Italy 3.9 Taiwan-Republic of China 2.5 Spain 2.1 Republic of Korea 1.8 Australia 1.7 United States 1.5 Norway 1.1 Canada 0.9 Indonesia 0.9 Hong Kong 0.6 Finland 0.6 Singapore 0.6 Ireland 0.5 India 0.5 Brazil 0.4 Israel 0.3 ------ Total Long-Term Investments 98.0% Short-Term Investments 2.2 Foreign Currency 0.5 Liabilities in Excess of Other Assets -0.7 ------ Total Net Assets 100.0% </Table> Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned or securities in the industries shown above. All percentages are as a percentage of total net assets. Van Kampen is a wholly owned subsidiary of a global securities firm which is engaged in a wide range of financial services including, for example, securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. 5 FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS Each Van Kampen fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters by filing the schedule electronically with the Securities and Exchange Commission (SEC). The semiannual reports are filed on Form N-CSRS and the annual reports are filed on Form N-CSR. Van Kampen also delivers the semiannual and annual reports to fund shareholders, and makes these reports available on its public web site, www.vankampen.com. In addition to the semiannual and annual reports that Van Kampen delivers to shareholders and makes available through the Van Kampen public web site, each fund files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Van Kampen does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Van Kampen public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's web site, http://www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, Washington, DC 20549-0102. In addition to filing a complete schedule of portfolio holdings with the SEC each fiscal quarter, each Van Kampen fund makes portfolio holdings information available by periodically providing the information on its public web site, www.vankampen.com. Each Van Kampen fund provides a complete schedule of portfolio holdings on the public web site on a calendar-quarter basis approximately 30 days after the close of the calendar quarter. Furthermore, each Van Kampen open-end fund provides partial lists of its portfolio holdings (such as top 10 or top 15 fund holdings) to the public web site each month with a delay of approximately 15 days. You may obtain copies of a fund's fiscal quarter filings, or its monthly or calendar-quarter web site postings, by contacting Van Kampen Client Relations at 1-800-847-2424. 6 HOUSEHOLDING NOTICE To reduce fund 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 prospectuses 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 1-800-341-2911 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 AND PROXY VOTING RECORD The fund's policies and procedures with respect to the voting of proxies relating to the fund's portfolio securities and information on how the fund voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 is available without charge, upon request, by calling 1-800-847-2424 or by visiting our web site at www.vankampen.com. This information is also available on the Securities and Exchange Commission's web site at http://www.sec.gov. 7 Expense Example As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example that follows is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 3/1/04 - 8/31/04. ACTUAL EXPENSE The first line of the table on the following page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total costs of owning different funds that have transactional costs, such as sales charges (loads), and redemption fees, or exchange fees. <Table> <Caption> BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* --------------------------------------------------- 3/1/04 8/31/04 3/1/04-8/31/04 Class A Actual................................... $1,000.00 $ 920.34 $ 8.25 Hypothetical............................. 1,000.00 1,016.54 8.67 (5% annual return before expenses) Class B Actual................................... 1,000.00 917.88 10.80 Hypothetical............................. 1,000.00 1,013.84 11.34 (5% annual return before expenses) Class C Actual................................... 1,000.00 922.55 8.31 Hypothetical............................. 1,000.00 1,016.54 8.72 (5% annual return before expenses) </Table> * Expenses are equal to the Fund's annualized expense ratio of 1.71%, 2.24%, and 1.72% for Class A, B, and C Shares, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). These ratios reflect an expense cap. Assumes all dividends and distributions were reinvested. 8 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 <Table> <Caption> NUMBER OF DESCRIPTION SHARES VALUE - ------------------------------------------------------------------------------------- COMMON STOCKS 96.5% AUSTRALIA 1.7% National Australia Bank, Ltd. .............................. 6,950 $ 130,865 Qantas Airways, Ltd. ....................................... 74,884 180,421 ----------- 311,286 ----------- BRAZIL 0.4% Petroleo Brasileiro SA--ADR................................. 2,074 63,775 ----------- CANADA 0.9% Inco, Ltd. (a).............................................. 4,928 168,705 ----------- FINLAND 0.6% Nokia Oyj................................................... 9,400 110,173 ----------- FRANCE 8.2% BNP Paribas, SA............................................. 3,199 193,979 Cap Gemini, SA (a).......................................... 10,381 294,312 France Telecom, SA.......................................... 12,832 303,766 M6-Metropole Television..................................... 6,300 157,350 Sanofi Aventis.............................................. 1,336 95,221 Schneider Electric, SA...................................... 3,203 200,777 Total, SA................................................... 1,245 242,847 ----------- 1,488,252 ----------- GERMANY 7.7% Allianz, AG................................................. 2,829 272,945 Deutsche Bank, AG........................................... 1,971 134,212 Deutsche Telekom, AG (a).................................... 8,769 153,098 Karstadtquelle, AG.......................................... 11,967 189,686 SAP, AG..................................................... 1,458 212,718 Siemens, AG................................................. 3,300 226,076 Volkswagen, AG.............................................. 5,372 206,559 ----------- 1,395,294 ----------- HONG KONG 0.6% Sun Hung Kai Properties, Ltd. .............................. 12,000 111,538 ----------- INDIA 0.5% Ranbaxy Laboratories, Ltd.--GDR............................. 4,191 87,340 ----------- INDONESIA 0.9% PT Telekomunikasi Indonesia--ADR............................ 9,829 159,820 ----------- IRELAND 0.5% Bank of Ireland............................................. 7,215 97,134 ----------- ISRAEL 0.3% Teva Pharmaceutical Industries, Ltd.--ADR................... 2,216 60,386 ----------- </Table> See Notes to Financial Statements 9 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 continued <Table> <Caption> NUMBER OF DESCRIPTION SHARES VALUE - ------------------------------------------------------------------------------------- ITALY 3.9% ENI S.p.A. ................................................. 3,992 $ 81,758 SanPaolo IMI S.p.A. ........................................ 23,566 263,860 Telecom Italia S.p.A. ...................................... 48,451 145,214 UniCredito Italiano S.p.A. ................................. 45,656 219,162 ----------- 709,994 ----------- JAPAN 22.2% Canon, Inc. ................................................ 5,600 267,975 Daiwa Securities Group, Inc. ............................... 25,000 162,717 Fanuc, Ltd. ................................................ 3,800 203,438 Fuji Television Network, Inc. .............................. 67 147,408 Honda Motor Co., Ltd. ...................................... 5,100 254,334 Kao Corp. .................................................. 7,000 172,618 Matsushita Electric Industrial Co., Ltd. ................... 13,000 175,304 Millea Holdings, Inc. ...................................... 13 179,951 Mitsubishi Estate Co., Ltd. ................................ 24,000 270,835 Mitsui Sumitomo Insurance Co., Ltd. ........................ 7,000 62,117 NTT DoCoMo, Inc. ........................................... 124 230,756 Shin-Etsu Chemical Co., Ltd. ............................... 6,400 224,119 SMC Corp. .................................................. 2,300 221,598 Sony Corp. ................................................. 8,700 301,471 Sumitomo Chemical Co., Ltd. ................................ 49,000 220,553 Sumitomo Trust and Banking Co., Ltd. ....................... 26,000 158,024 Takeda Chemical Industries, Ltd. ........................... 4,900 221,900 Tokyo Electric Power Co., Inc. ............................. 10,200 236,100 Tokyo Electron, Ltd. ....................................... 4,300 221,534 Toshiba Corp. .............................................. 29,000 107,668 ----------- 4,040,420 ----------- NETHERLANDS 12.1% Aegon, NV................................................... 12,285 131,115 ASML Holding, NV (a)........................................ 19,147 244,941 Koninklijke Ahold, NV (a)................................... 37,366 230,356 Koninklijke Numico, NV (a).................................. 5,796 182,471 Koninklijke Philips Electronics, NV......................... 8,763 202,211 Royal Dutch Petroleum Co. .................................. 7,977 402,941 Unilever, NV................................................ 3,572 214,203 VNU, NV..................................................... 10,389 265,301 Wolters Kluwer, NV.......................................... 19,545 322,423 ----------- 2,195,962 ----------- NORWAY 1.1% Telenor, ASA................................................ 28,331 205,088 ----------- REPUBLIC OF KOREA 1.8% Kookmin Bank (a)............................................ 10,248 327,509 ----------- SINGAPORE 0.6% United Overseas Bank, Ltd. ................................. 14,000 108,898 ----------- </Table> 10 See Notes to Financial Statements VAN KAMPEN INTERNATIONAL ADVANTAGE FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 continued <Table> <Caption> NUMBER OF DESCRIPTION SHARES VALUE - ------------------------------------------------------------------------------------- SPAIN 2.1% Altadis, SA................................................. 5,657 $ 176,441 Amadeus Global Travel Distribution, SA...................... 31,022 211,278 ----------- 387,719 ----------- SWITZERLAND 8.2% Compagnie Financiere Richemont, AG.......................... 6,891 176,217 Credit Suisse Group......................................... 4,545 141,913 Nestle, SA.................................................. 723 171,170 Novartis, AG................................................ 11,550 534,566 STMicroelectronics, NV (a).................................. 11,103 188,301 UBS, AG..................................................... 4,175 280,192 ----------- 1,492,359 ----------- TAIWAN-REPUBLIC OF CHINA 2.5% Hon Hai Precision Industry Co., Ltd.--GDR................... 20,768 147,451 Taiwan Semiconductor Manufacturing Co., Ltd.--ADR........... 39,324 296,896 ----------- 444,347 ----------- UNITED KINGDOM 19.7% 3i Group Plc................................................ 10,666 110,368 Acambis Plc (a)............................................. 14,371 79,928 Amvescap Plc................................................ 30,084 157,413 Barclays Plc................................................ 22,448 208,387 BP Plc...................................................... 10,541 93,717 British Sky Broadcasting Group Plc.......................... 30,316 261,462 Carnival Plc................................................ 4,597 221,294 GlaxoSmithKline Plc......................................... 26,966 550,285 HSBC Holdings Plc........................................... 18,246 284,110 MFI Furniture Plc........................................... 72,271 161,368 Prudential Plc.............................................. 39,206 310,546 Royal Bank of Scotland Group Plc............................ 11,136 310,834 Smiths Group Plc............................................ 14,443 180,853 Standard Chartered Plc...................................... 7,814 132,952 Vedanta Resources Plc....................................... 36,457 207,205 Vodafone Group Plc.......................................... 138,123 314,634 ----------- 3,585,356 ----------- </Table> See Notes to Financial Statements 11 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 continued <Table> <Caption> NUMBER OF DESCRIPTION SHARES VALUE - ------------------------------------------------------------------------------------- TOTAL COMMON STOCKS 96.5%............................................. $17,551,355 ----------- INVESTMENT COMPANY 1.5% UNITED STATES 1.5% Ishares Tr MSCI EAFE Index Fd............................... 1,947 269,718 ----------- TOTAL LONG-TERM INVESTMENTS 98.0% (Cost $17,738,513)................................................... 17,821,073 SHORT-TERM INVESTMENT 2.2% (Cost $399,000)...................................................... 399,000 ----------- TOTAL INVESTMENTS 100.2% (Cost $18,137,513)................................................... 18,220,073 FOREIGN CURRENCY 0.5% (Cost $87,692)....................................................... 87,867 LIABILITIES IN EXCESS OF OTHER ASSETS (0.7%).......................... (117,044) ----------- NET ASSETS 100.0%..................................................... $18,190,896 =========== </Table> Percentages are calculated as a percentage of net assets. (a) Non-income producing security as this stock currently does not declare dividends. ADR--American Depositary Receipt GDR--Global Depositary Receipt SUMMARY OF LONG-TERM INVESTMENTS BY INDUSTRY CLASSIFICATION <Table> <Caption> PERCENT OF INDUSTRY VALUE NET ASSETS - -------------------------------------------------------------------------------------- Diversified Banks........................................... $ 2,435,714 13.4% Pharmaceuticals............................................. 1,629,627 9.0 Integrated Telecommunication Services....................... 966,986 5.3 Integrated Oil & Gas........................................ 885,038 4.9 Consumer Electronics........................................ 678,986 3.7 Publishing.................................................. 587,724 3.2 Packaged Foods.............................................. 567,843 3.1 Broadcasting & Cable TV..................................... 566,220 3.1 Diversified Capital Markets................................. 556,318 3.1 Wireless Telecommunication Services......................... 545,390 3.0 Semiconductors.............................................. 485,197 2.7 Semiconductor Equipment..................................... 466,475 2.6 </Table> 12 See Notes to Financial Statements VAN KAMPEN INTERNATIONAL ADVANTAGE FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2004 continued <Table> <Caption> PERCENT OF INDUSTRY VALUE NET ASSETS - -------------------------------------------------------------------------------------- xAutomobile Manufacturers................................... $ 460,893 2.5% Life & Health Insurance..................................... 441,660 2.4 Industrial Machinery........................................ 425,036 2.3 Industrial Conglomerates.................................... 406,929 2.2 Real Estate Management & Development........................ 382,373 2.1 Diversified Metals & Mining................................. 375,910 2.1 IT Consulting & Other Services.............................. 294,312 1.6 Multi-line Insurance........................................ 272,945 1.5 Financial................................................... 269,718 1.5 Office Electronics.......................................... 267,975 1.5 Asset Management & Custody Banks............................ 267,782 1.5 Property & Casualty......................................... 242,068 1.3 Electric Utilities.......................................... 236,100 1.3 Food Retail................................................. 230,356 1.3 Specialty Chemicals......................................... 224,119 1.2 Hotels...................................................... 221,294 1.2 Diversified Chemicals....................................... 220,553 1.2 Application Software........................................ 212,718 1.2 Data Processing & Outsourcing Services...................... 211,278 1.2 Electrical Components & Equipment........................... 200,777 1.1 Department Stores........................................... 189,686 1.0 Airlines.................................................... 180,421 1.0 Tobacco..................................................... 176,441 1.0 Apparel & Accessories....................................... 176,217 1.0 Household Products.......................................... 172,618 0.9 Investment Banking & Brokerage.............................. 162,717 0.9 Specialty Stores............................................ 161,368 0.9 Electronic Equipment Manufacturers.......................... 147,451 0.8 Communications Equipment.................................... 110,173 0.6 Computer Hardware........................................... 107,668 0.6 ----------- ---- $17,821,073 98.0% =========== ==== </Table> See Notes to Financial Statements 13 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND FINANCIAL STATEMENTS Statement of Assets and Liabilities August 31, 2004 <Table> ASSETS: Total Investments (Cost $18,137,513)........................ $18,220,073 Foreign Currency (Cost $87,692)............................. 87,867 Cash........................................................ 824 Receivables: Investments Sold.......................................... 96,242 Dividends................................................. 51,927 Fund Shares Sold.......................................... 41,169 Forward Foreign Currency Contracts........................ 31,566 Expense Reimbursement from Adviser........................ 18,528 Other....................................................... 14,912 ----------- Total Assets............................................ 18,563,108 ----------- LIABILITIES: Payables: Investments Purchased..................................... 280,506 Distributor and Affiliates................................ 12,242 Fund Shares Repurchased................................... 4,079 Accrued Expenses............................................ 45,399 Trustees' Deferred Compensation and Retirement Plans........ 29,986 ----------- Total Liabilities....................................... 372,212 ----------- NET ASSETS.................................................. $18,190,896 =========== NET ASSETS CONSIST OF: Capital (Par value of $.01 per share with an unlimited number of shares authorized).............................. $17,044,495 Accumulated Net Realized Gain............................... 1,096,728 Net Unrealized Appreciation................................. 116,160 Accumulated Undistributed Net Investment Income............. (66,487) ----------- NET ASSETS.................................................. $18,190,896 =========== MAXIMUM OFFERING PRICE PER SHARE: Class A Shares: Net asset value and redemption price per share (Based on net assets of $13,889,893 and 1,278,408 shares of beneficial interest issued and outstanding)............. $ 10.86 Maximum sales charge (5.75%* of offering price)......... .66 ----------- Maximum offering price to public........................ $ 11.52 =========== Class B Shares: Net asset value and offering price per share (Based on net assets of $2,626,980 and 244,769 shares of beneficial interest issued and outstanding)............. $ 10.73 =========== Class C Shares: Net asset value and offering price per share (Based on net assets of $1,674,023 and 154,440 shares of beneficial interest issued and outstanding)............. $ 10.84 =========== </Table> * On sales of $50,000 or more, the sales charge will be reduced. 14 See Notes to Financial Statements VAN KAMPEN INTERNATIONAL ADVANTAGE FUND FINANCIAL STATEMENTS continued Statement of Operations For the Year Ended August 31, 2004 <Table> INVESTMENT INCOME: Dividends (Net of foreign withholding taxes of $34,855)..... $ 289,123 Interest.................................................... 1,854 ---------- Total Income............................................ 290,977 ---------- EXPENSES: Investment Advisory Fee..................................... 123,322 Shareholder Reports......................................... 51,611 Distribution (12b-1) and Service Fees (Attributed to Classes A, B and C of $22,809, $14,303 and $3,527, respectively)............................................. 40,639 Accounting.................................................. 36,032 Audit....................................................... 28,943 Shareholder Services........................................ 26,950 Registration and Filing Fees................................ 21,718 Trustees' Fees and Related Expenses......................... 19,380 Custody..................................................... 17,325 Legal....................................................... 15,071 Other....................................................... 21,538 ---------- Total Expenses.......................................... 402,529 Expense Reduction ($123,322 Investment Advisory Fee and $28,695 Other)........................................ 152,017 Less Credits Earned on Cash Balances.................... 142 ---------- Net Expenses............................................ 250,370 ---------- NET INVESTMENT INCOME....................................... $ 40,607 ========== REALIZED AND UNREALIZED GAIN/LOSS: Realized Gain/Loss: Investments............................................... $1,280,357 Forward Foreign Currency Contracts........................ 17,927 Foreign Currency Transactions............................. (108,707) ---------- Net Realized Gain........................................... 1,189,577 ---------- Unrealized Appreciation/Depreciation: Beginning of the Period................................... 855,551 ---------- End of the Period: Investments............................................. 82,560 Forward Foreign Currency Contracts...................... 31,566 Foreign Currency Translation............................ 2,034 ---------- 116,160 ---------- Net Unrealized Depreciation During the Period............... (739,391) ---------- NET REALIZED AND UNREALIZED GAIN............................ $ 450,186 ========== NET INCREASE IN NET ASSETS FROM OPERATIONS.................. $ 490,793 ========== </Table> See Notes to Financial Statements 15 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND FINANCIAL STATEMENTS continued Statements of Changes in Net Assets <Table> <Caption> FOR THE FOR THE YEAR ENDED YEAR ENDED AUGUST 31, 2004 AUGUST 31, 2003 ---------------------------------- FROM INVESTMENT ACTIVITIES: Operations: Net Investment Income..................................... $ 40,607 $ 31,290 Net Realized Gain/Loss.................................... 1,189,577 (109,597) Net Unrealized Appreciation/Depreciation During the Period.................................................. (739,391) 991,515 ----------- ----------- Change in Net Assets from Operations...................... 490,793 913,208 ----------- ----------- Distributions from Net Investment Income: Class A Shares.......................................... -0- (137,983) Class B Shares.......................................... -0- (49,829) Class C Shares.......................................... -0- (43,996) ----------- ----------- Total Distributions....................................... -0- (231,808) ----------- ----------- NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES....... 490,793 681,400 ----------- ----------- FROM CAPITAL TRANSACTIONS: Proceeds from Shares Sold................................. 14,371,201 5,632,593 Net Asset Value of Shares Issued Through Dividend Reinvestment............................................ -0- 230,905 Cost of Shares Repurchased................................ (4,300,199) (2,044,934) ----------- ----------- NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS........ 10,071,002 3,818,564 ----------- ----------- TOTAL INCREASE IN NET ASSETS.............................. 10,561,795 4,499,964 NET ASSETS: Beginning of the Period................................... 7,629,101 3,129,137 ----------- ----------- End of the Period (Including accumulated undistributed net investment income of ($66,487) and ($25,108), respectively)........................................... $18,190,896 $ 7,629,101 =========== =========== </Table> 16 See Notes to Financial Statements VAN KAMPEN INTERNATIONAL ADVANTAGE FUND FINANCIAL HIGHLIGHTS THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> YEAR ENDED SEPTEMBER 26, 2001 AUGUST 31, (COMMENCEMENT CLASS A SHARES ---------------- OF OPERATIONS) TO 2004 2003 AUGUST 31, 2002 -------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD............ $ 9.83 $ 9.43 $ 10.00 ------ ------ ------- Net Investment Income (a)......................... .04 .09 .03 Net Realized and Unrealized Gain/Loss............. .99 .88 (.28) ------ ------ ------- Total from Investment Operations.................... 1.03 .97 (.25) ------ ------ ------- Less: Distributions from Net Investment Income.......... -0- .57 .31 Distributions from Net Realized Gain.............. -0- -0- .01 ------ ------ ------- Total Distributions................................. -0- .57 .32 ------ ------ ------- NET ASSET VALUE, END OF THE PERIOD.................. $10.86 $ 9.83 $ 9.43 ====== ====== ======= Total Return (b)*................................... 10.48% 11.20% -2.60%** Net Assets at End of the Period (In millions)....... $ 13.9 $ 5.6 $ 1.6 Ratio of Expenses to Average Net Assets (c)*........ 1.72% 1.75% 1.78% Ratio of Net Investment Income to Average Net Assets*........................................... .38% .98% .33% Portfolio Turnover.................................. 68% 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)...... 2.86% 4.85% 15.81% Ratio of Net Investment Loss to Average Net Assets......................................... (.76%) (2.11%) (13.70%) </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 charge was 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. (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 17 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND FINANCIAL HIGHLIGHTS continued THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> YEAR ENDED SEPTEMBER 26, 2001 AUGUST 31, (COMMENCEMENT CLASS B SHARES ---------------- OF OPERATIONS) TO 2004 2003 AUGUST 31, 2002 -------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD............ $ 9.77 $ 9.38 $ 10.00 ------ ------ ------- Net Investment Loss (a)........................... (.03) -0-(d) (.04) Net Realized and Unrealized Gain/Loss............. .99 .89 (.27) ------ ------ ------- Total from Investment Operations.................... .96 .89 (.31) ------ ------ ------- Less: Distributions from Net Investment Income.......... -0- .50 .30 Distributions from Net Realized Gain.............. -0- -0- .01 ------ ------ ------- Total Distributions................................. -0- .50 .31 ------ ------ ------- NET ASSET VALUE, END OF THE PERIOD.................. $10.73 $ 9.77 $ 9.38 ====== ====== ======= Total Return (b)*................................... 9.83% 10.40% -3.37%** Net Assets at End of the Period (In millions)....... $ 2.6 $ 1.2 $ .9 Ratio of Expenses to Average Net Assets (c)*........ 2.35% 2.50% 2.53% Ratio of Net Investment Loss to Average Net Assets *................................................. (.28%) (.02%) (.45%) Portfolio Turnover.................................. 68% 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)...... 3.30% 5.60% 16.56% Ratio of Net Investment Loss to Average Net Assets......................................... (1.23%) (3.12%) (14.48%) </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 up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. (c) The 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. 18 See Notes to Financial Statements VAN KAMPEN INTERNATIONAL ADVANTAGE FUND FINANCIAL HIGHLIGHTS continued THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. <Table> <Caption> SEPTEMBER 26, 2001 YEAR ENDED AUGUST 31, (COMMENCEMENT CLASS C SHARES --------------------- OF OPERATIONS) TO 2004 2003 AUGUST 31, 2002 ------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD......... $ 9.77 $ 9.38 $ 10.00 ------ ------ ------- Net Investment Income/Loss (a)................. .07 -0-(d) (.04) Net Realized and Unrealized Gain/Loss.......... 1.00 .89 (.27) ------ ------ ------- Total from Investment Operations................. 1.07 .89 (.31) ------ ------ ------- Less: Distributions from Net Investment Income....... -0- .50 .30 Distributions from Net Realized Gain........... -0- -0- .01 ------ ------ ------- Total Distributions.............................. -0- .50 .31 ------ ------ ------- NET ASSET VALUE, END OF THE PERIOD............... $10.84 $ 9.77 $ 9.38 ====== ====== ======= Total Return (b)*................................ 10.95%(e)(f) 10.40%(e) -3.37%** Net Assets at End of the Period (In millions).... $ 1.7 $ .8 $ .6 Ratio of Expenses to Average Net Assets (c)*..... 1.77%(e) 2.50%(e) 2.53% Ratio of Net Investment Income/Loss to Average Net Assets*.................................... .59%(e)(f) .00%(e) (.44%) Portfolio Turnover............................... 68% 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)... 2.92%(e) 5.60%(e) 16.56% Ratio of Net Investment Loss to Average Net Assets...................................... (.56%)(e)(f) (3.09%)(e) (14.47%) </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 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. (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/Loss to Average Net Assets reflect actual 12b-1 fees of less than 1% (See footnote 7). (f) Certain non-recurring payments were made to Class C Shares, resulting in an increase to the Total Return and Ratio of Net Investment Income/Loss to Average Net Assets of .31%. See Notes to Financial Statements 19 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 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 statutory 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 U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A. SECURITY VALUATION Investments 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. Most foreign markets close before the New York Stock Exchange (NYSE). Occasionally, developments that could affect the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If these developments are expected to materially affect the value of the securities, the valuations may be adjusted to reflect the estimated fair value as of the close of the NYSE, as determined in good faith under procedures established 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. 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 Van Kampen Asset Management (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. 20 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued 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. At August 31, 2004, the cost and related gross unrealized appreciation and depreciation were as follows: <Table> Cost of investments for tax purposes........................ $18,152,513 =========== Gross tax unrealized appreciation........................... $ 1,015,061 Gross tax unrealized depreciation........................... (947,501) ----------- Net tax unrealized appreciation on investments.............. $ 67,560 =========== </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 in ordinary income for tax purposes. The tax character of distributions paid during the years ended August 31, 2004 and 2003 were as follows: <Table> <Caption> 2004 2003 Distribution paid from: Ordinary income........................................... $-0- $238,396 Long-term capital gain.................................... -0- -0- ---- -------- $-0- $238,396 ==== ======== </Table> Due to inherent differences in the recognition of income, expenses and realized gain/losses under U.S. generally accepted accounting principles 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 the recognition of net realized losses on foreign currency transactions totaling $90,780 were reclassified from accumulated net realized gain to accumulated undistributed net investment income. A permanent book and tax difference relating to the Fund's investment in other regulated investment companies totaling $85 was reclassified from accumulated undistributed net investment income to accumulated net realized gain. Additionally, a permanent book and tax difference relating to expenses which are not deductible for tax purposes totaling $8,879 was reclassified from accumulated undistributed net investment income to capital. 21 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued As of August 31, 2004, the components of distributable earnings on a tax basis were as follows: <Table> Undistributed ordinary income............................... $673,022 Undistributed long-term capital gain........................ 537,298 </Table> 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. 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 at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated at the rate of exchange prevailing when such securities were acquired or sold. 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, 2004, the Fund's custody fee was reduced by $142 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> The Adviser has entered into a subadvisory agreement with Morgan Stanley Investment Management Ltd. (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 Adviser pays 50% of its investment advisory fee to the Subadviser. For the year ended August 31, 2004, the Adviser waived approximately $123,300 of its advisory fees and assumed $13,072 of accounting expenses and $15,623 of the Fund's other expenses. This waiver is voluntary and can be discontinued at any time. This resulted in net expense ratios of 1.72%, 2.35% and 1.77% for Classes A, B and C Shares, respectively. For the year ended August 31, 2004, the Fund recognized expenses of approximately $3,600 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP, 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 22 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued each fund. With respect to the Accounting Services agreement, the Adviser reimburses the cost of such services to each fund with assets less than $25 million. For the year ended August 31, 2004, $13,072 was allocated to the Fund and is reported as part of "Accounting" expenses in the Statement of Operations. For year ended August 31, 2004, the Fund recognized expenses of approximately $11,500 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, 2004, the Fund recognized expenses of approximately $18,900 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 $13,400 are included in "Other" assets on the Statement of Assets and Liabilities at August 31, 2004. 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, 2004, 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, 2004, the Fund paid brokerage commissions to Morgan Stanley DW Inc., an affiliate of the Adviser, totaling $1,797. 23 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued 3. CAPITAL TRANSACTIONS At August 31, 2004, capital aggregated $12,964,690, $2,505,699 and $1,574,106 for Classes A, B, and C, respectively. For the year ended August 31, 2004, transactions were as follows: <Table> <Caption> SHARES VALUE Sales: Class A................................................... 1,056,044 $11,837,854 Class B................................................... 154,978 1,715,972 Class C................................................... 73,527 817,375 --------- ----------- Total Sales................................................. 1,284,549 $14,371,201 ========= =========== Repurchases: Class A................................................... (347,556) $(3,894,120) Class B................................................... (31,077) (343,120) Class C................................................... (5,779) (62,959) --------- ----------- Total Repurchases........................................... (384,412) $(4,300,199) ========= =========== </Table> 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> 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. For the years ended August 31, 2004 and 2003, 459 and 0 Class B Shares automatically converted to Class A Shares, respectively, and are shown in the above table as sales of Class A Shares and repurchases of Class B Shares. Class B and 24 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued 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> For the year ended August 31, 2004, Van Kampen, as Distributor for the Fund, received commissions on sales of the Fund's Class A Shares of approximately $6,900 and CDSC on redeemed shares of approximately $2,400. Sales charges do not represent expenses of the Fund. 4. REDEMPTION FEE Effective January 1, 2004, the Fund assesses a 2% redemption fee on the proceeds of Class A Shares of the Fund that are redeemed (either by sale or exchange) within 60 days of purchase. The redemption fee is paid directly to the Fund. For the year ended August 31, 2004, the Fund received redemption fees of $19, which are reported as part of "Cost of Shares Repurchased" in the Statement of Changes in Net Assets. 5. INVESTMENT TRANSACTIONS During the period, the cost of purchases and proceeds from sales of investments, excluding short-term investments, were $19,011,714 and $9,131,388, respectively. 6. 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, foreign currency exposure, or 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 25 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued 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. The following forward foreign currency contracts were outstanding as of August 31, 2004: <Table> <Caption> UNREALIZED CURRENT APPRECIATION/ VALUE DEPRECIATION LONG CONTRACTS Australian Dollar, 380,000 expiring 09/02/04................................. $268,429 $ 5,906 650,000 expiring 11/05/04................................. 456,237 2,310 Canadian Dollar, 960,000 expiring 09/02/04................................. 730,629 17,379 176,176 expiring 09/02/04................................. 134,083 1,918 1,075,000 expiring 11/05/04............................... 817,425 1,857 Danish Krone, 550,000 expiring 09/02/04................................. 90,083 350 Hong Kong Dollar, 1,400,000 expiring 09/02/04............................... 179,499 2 Pound Sterling, 100,000 expiring 09/02/04................................. 180,397 (458) 142,395 expiring 09/02/04................................. 256,875 (2,390) 98,027 expiring 09/02/04.................................. 179,837 (2,459) 100,000 expiring 09/02/04................................. 180,397 1,122 153,618 expiring 11/05/04................................. 275,632 (426) Swedish Krona, 2,671,375 expiring 09/02/04............................... 356,368 1,368 2,850,000 expiring 11/05/04............................... 379,938 3,332 ------------- 29,811 ------------- </Table> 26 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued <Table> <Caption> UNREALIZED CURRENT APPRECIATION/ VALUE DEPRECIATION SHORT CONTRACTS Euro Currency, 587,358 expiring 09/02/04................................. $715,589 $(2,338) 251,073 expiring 09/02/04................................. 305,887 4,113 110,000 expiring 09/02/04................................. 134,015 (1,850) 215,000 expiring 09/02/04................................. 261,938 (2,674) 145,000 expiring 09/02/04................................. 176,656 2,639 373,370 expiring 11/05/04................................. 454,582 (655) 671,162 expiring 11/05/04................................. 817,147 (1,579) 312,000 expiring 11/05/04................................. 379,864 (3,259) Japanese Yen, 19,528,740 expiring 09/02/04.............................. 179,041 457 19,795,500 expiring 09/02/04.............................. 181,486 (2,211) 30,000,000 expiring 11/05/04.............................. 275,890 169 20,000,000 expiring 11/05/04.............................. 183,926 (1,386) Norwegian Krone, 624,779 expiring 09/02/04................................. 90,818 (1,085) Pound Sterling, 168,300 expiring 09/02/04................................. 303,608 6,392 Swiss Franc, 327,174 expiring 09/02/04................................. 258,644 3,879 225,639 expiring 09/02/04................................. 178,377 2,478 228,906 expiring 11/05/04................................. 181,335 (1,335) ------------- 1,755 ------------- $31,566 ======= </Table> 7. 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 up to 1.00% each of Class B and Class C average daily net assets are accrued daily. The annual fees for Class A Shares are paid quarterly and the annual fees for Class C Shares are paid monthly. For Class B Shares, 75% of the annual fees are paid monthly, while 25% of the annual fees are paid quarterly. The amount of distribution expenses incurred by Van Kampen and not yet reimbursed ("unreimbursed receivable") was approximately $37,900 and $800 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. 27 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND NOTES TO FINANCIAL STATEMENTS -- AUGUST 31, 2004 continued Included in the fees for the year ended August 31, 2004, are payments retained by Van Kampen of approximately $11,000 and payments made to Morgan Stanley DW Inc., an affiliate of the Adviser, of approximately $2,100. 8. INDEMNIFICATIONS The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 9. LEGAL MATTERS The Adviser, certain affiliates of the Adviser, and certain investment companies advised by the Adviser or its affiliates, including the Fund, are named as defendants in a number of similar class action complaints which were recently consolidated. The consolidated action also names as defendants certain individual Trustees and Directors of certain investment companies advised by affiliates of the Adviser; the complaint does not, however, name the individual Trustees of any Van Kampen funds. The consolidated amended complaint generally alleges that defendants violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Adviser and certain affiliates of the Adviser allegedly offered economic incentives to brokers and others to steer investors to the funds advised by the Adviser or its affiliates rather than funds managed by other companies, and (ii) that the funds advised by the Adviser or its affiliates, including the Fund, allegedly paid excessive commissions to brokers in return for their alleged efforts to steer investors to these funds. The complaint seeks, among other things, unspecified compensatory damages, rescissionary damages, fees and costs. The Adviser and certain affiliates of the Adviser are also named as defendants in a derivative suit which additionally names as defendants certain individual Trustees of certain Van Kampen funds; the named investment companies, including the Fund, are listed as nominal defendants. The complaint alleges that defendants caused the Van Kampen funds to pay economic incentives to a proprietary sales force to promote the sale of proprietary mutual funds. The complaint also alleges that the Van Kampen funds paid excessive commissions to Morgan Stanley and its affiliates in connection with the sales of the funds. The complaint seeks, among other things, the removal of the current Trustees of the funds, rescission of the management contracts for the funds, disgorgement of profits by Morgan Stanley and its affiliates and monetary damages. This complaint has been coordinated with the consolidated complaint described in the previous paragraph. The defendants have moved to dismiss each of these actions and otherwise intend to defend them vigorously. While the defendants believes that they have meritorious defenses, the ultimate outcome of these matters is not presently determinable at this early stage of the litigation, and no provision has been made in the Fund's financial statements for the effect, if any, of these matters. 28 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2004, 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 two years in the period then ended and for the period from September 26, 2001 (commencement of operations) to 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 the standards of the Public Company Accounting Oversight Board (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, 2004, 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, 2004, 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 two years in the period then ended and for the period from September 26, 2001 (commencement of operations) to August 31, 2002 in conformity with U.S. generally accepted accounting principles. -s- Ernst & Young LLP Chicago, Illinois October 7, 2004 29 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND BOARD OF TRUSTEES AND IMPORTANT ADDRESSES 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 1221 Avenue of the Americas New York, New York 10020 INVESTMENT SUBADVISER MORGAN STANLEY INVESTMENT MANAGEMENT, LTD. 25 Cabot Square Canary Wharf, London United Kingdom E14 4QA DISTRIBUTOR VAN KAMPEN FUNDS INC. 1221 Avenue of the Americas New York, New York 10020 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 LLP 333 West Wacker Drive Chicago, Illinois 60606 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2004. Provided the Fund makes a distribution in December 2004, the Fund intends to pass through foreign tax credits of $34,855 and has derived gross income from sources within foreign countries amounting to $278,720. 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. 30 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEES AND OFFICERS INFORMATION The business and affairs of the Fund are managed under the direction of the Fund's Board of Trustees and the Fund's officers appointed by the Board of Trustees. The tables below list the trustees and executive officers of the Fund and their principal occupations during the last five years, other directorships held by trustees and their affiliations, if any, with Van Kampen Investments Inc. ("Van Kampen Investments"), Van Kampen Asset Management (the "Adviser"), Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). The term "Fund Complex" includes each of the investment companies advised by the Adviser or its affiliates as of the date of this Statement of Additional Information. Trustees serve until reaching their retirement age or until their successors are duly elected and qualified. Officers are annually elected by the trustees. INDEPENDENT TRUSTEES: <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 85 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. Director of the Heartland Alliance, a nonprofit organization serving human needs based in Chicago. Director of St. Vincent de Paul Center, a Chicago based day care facility serving the children of low income families. Board member of the Illinois Manufacturer's Association. J. Miles Branagan (71) Trustee Trustee Private investor. 83 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> 31 <Table> <Caption> VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEE AND OFFICER INFORMATION continued 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 (66) Trustee Trustee Prior to January 1999, 83 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 (63) Trustee Trustee President of CAC, L.L.C., 85 Trustee/Director/Managing CAC, L.L.C. since 2003 a private company General Partner of funds 4350 LaJolla Village Drive offering capital in the Fund Complex. Suite 980 investment and management Director of Stericycle, San Diego, CA 92122-6223 advisory services. Prior Inc., GATX Corporation, to February 2001, Vice and Trustee of The Chairman and Director of Scripps Research Anixter International, Institute and the Inc., a global University of Chicago distributor of wire, Hospitals and Health cable and communications Systems. Prior to January connectivity products, 2004, Director of and IMC Global Inc., an TeleTech Holdings Inc. international company and Arris Group, Inc. that mines, manufactures Prior to May 2002, and sells essential crop Director of Peregrine nutrients and feed Systems Inc. Prior to ingredients to farmers. July 2000, Director of Prior to July 2000, Allied Riser Managing Partner of Communications Corp., Equity Group Corporate Matria Healthcare Inc., Investment (EGI), a Transmedia Networks, company that makes Inc., CNA Surety, Corp. private investments in and Grupo Azcarero Mexico other companies. (GAM). </Table> 32 <Table> <Caption> VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEE AND OFFICER INFORMATION continued 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 (56) Trustee Trustee Managing Partner of 83 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 (52) Trustee Trustee Director and President of 83 Trustee/Director/Managing 1744 R Street, NW since 2001 the German Marshall Fund General Partner of funds Washington, DC 20009 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 (68) Trustee Trustee Prior to 1998, President 85 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> 33 <Table> <Caption> VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEE AND OFFICER INFORMATION continued 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 (68) Trustee Trustee President of Nelson 83 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 (63) Trustee Trustee President Emeritus and 85 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, Ph.D. Trustee Trustee Previously Chief 83 Trustee/Director/Managing (62) since 2001 Communications Officer of General Partner of funds 815 Cumberstone Road the National Academy of in the Fund Complex. Harwood, MD 20776 Sciences/National Director of Fluor Corp., Research Council, an an engineering, independent, federally procurement and chartered policy construction institution, from 2001 to organization, since November 2003 and Chief January 2004 and Director Operating Officer from of Neurogen Corporation, 1993 to 2001. Director of a pharmaceutical company, the Institute for Defense since January 1998. Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, Director of the Rocky Mountain Institute and Trustee of Colorado College. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand. </Table> 34 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEE AND OFFICER INFORMATION continued 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* (51) Trustee, Trustee President and Chief 83 Trustee/Director/Managing 1221 Avenue of the Americas President since Executive Officer of General Partner of funds New York, NY 10020 and Chief 2001; funds in the Fund in the Fund Complex. Executive President Complex. Chairman, Officer and Chief President, Chief Executive Executive Officer and Officer Director of the Adviser since 2002 and Van Kampen 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> 35 <Table> <Caption> VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEE AND OFFICER INFORMATION continued 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 Richard F. Powers, III* (58) Trustee Trustee Advisory Director of 85 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* (65) Trustee Trustee Partner in the law firm 85 Trustee/Director/Managing 333 West Wacker Drive since 2001 of Skadden, Arps, Slate, General Partner of funds Chicago, IL 60606 Meagher & Flom LLP, legal in the Fund Complex. 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 Adviser by reason of their current or former positions with Morgan Stanley or its affiliates. 36 VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEE AND OFFICER INFORMATION continued 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 Stefanie V. Chang (37) Vice President Officer Executive Director of Morgan Stanley Investment Management. 1221 Avenue of the Americas and Secretary since 2003 Vice President of funds in the Fund Complex. New York, NY 10020 Amy Doberman (42) Vice President Officer Managing Director and General Counsel, U.S. Investment 1221 Avenue of the Americas since 2004 Management; Managing Director of Morgan Stanley Investment New York, NY 10020 Management, Inc., Morgan Stanley Investment Advisers Inc. and the Adviser. Vice President of the Morgan Stanley Institutional and Retail Funds since July 2004 and Vice President of funds in the Fund Complex as of August 2004. Previously, Managing Director and General Counsel of Americas, UBS Global Asset Management from July 2000 to July 2004 and General Counsel of Aeitus Investment Management, Inc from January 1997 to July 2000. James M. Dykas (38) Chief Financial Officer Officer Executive Director of Van Kampen Asset Management and Morgan 1 Parkview Plaza and Treasurer since 2001 Stanley Investment Management. Chief Financial Officer and Oakbrook Terrace, IL 60181 Treasurer of funds in the Fund Complex. Prior to August 2004, Assistant Treasurer of funds in the Fund Complex. Joseph J. McAlinden (61) 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 Adviser and Van Kampen Advisors Inc. since December 2002. </Table> 37 <Table> <Caption> VAN KAMPEN INTERNATIONAL ADVANTAGE FUND TRUSTEE AND OFFICER INFORMATION continued 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 Ronald E. Robison (65) Executive Vice Officer Principal Executive Officer--office of the Funds (since 1221 Avenue of the Americas President and since 2003 November 2003). Chief Executive Officer and Chairman of New York, NY 10020 Principal Executive Investor Services. Executive Vice President and Principal Officer Executive Officer of funds in the Fund Complex. Managing Director of Morgan Stanley. Chief Administrative Officer, Managing Director and Director of Morgan Stanley Investment Advisors Inc., Morgan Stanley Services Company Inc. and Managing Director and Director of Morgan Stanley Distributors Inc. Chief Executive Officer and Director of Morgan Stanley Trust. Executive Vice President and Principal Executive Officer of the Institutional and Retail Morgan Stanley Funds; Director of Morgan Stanley SICAV; previously Chief Global Operations Officer and Managing Director of Morgan Stanley Investment Management Inc. John L. Sullivan (49) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since 1 Parkview Plaza Officer since 2001 August 2004. Director and Managing Director of Van Kampen Oakbrook Terrace, IL 60181 Investments, the Adviser, Van Kampen Advisors Inc. and certain other subsidiaries of Van Kampen Investments. Prior August 2004, Vice President, Chief Financial Officer and Treasurer of funds in the Fund Complex and head of Fund Accounting for Morgan Stanley Investment Management. Prior to December 2002, Executive Director of Van Kampen Investments, the Adviser and Van Kampen Advisors Inc. </Table> 38 VAN KAMPEN AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY We are required by federal law to provide you with a copy of our Privacy Policy annually. The following Policy applies to current and former individual clients of Van Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc., Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange Corp., as well as current and former individual investors in Van Kampen mutual funds, unit investment trusts, and related companies. This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, 529 Educational Savings Accounts, accounts subject to the Uniform Gifts to Minors Act, or similar accounts. Please note that we may amend this Policy at any time, and will inform you of any changes to this Policy as required by law. WE RESPECT YOUR PRIVACY We appreciate that you have provided us with your personal financial information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what non-public personal information we collect about you, why we collect it, and when we may share it with others. We hope this Policy will help you understand how we collect and share non-public personal information that we gather about you. Throughout this Policy, we refer to the non-public information that personally identifies you or your accounts as "personal information." 1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU? To serve you better and manage our business, it is important that we collect and maintain accurate information about you. We may obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our Web sites and from third parties and other sources. For example: -- We may collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through applications and other forms you submit to us. -- We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources. -- We may obtain information about your creditworthiness and credit history from consumer reporting agencies. -- We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements. -- If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer's operating system and Web browser, (continued on back) VAN KAMPEN AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued your use of our Web sites and your product and service preferences, through the use of "cookies." "Cookies" recognize your computer each time you return to one of our sites, and help to improve our sites' content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies. 2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU? To provide you with the products and services you request, to serve you better and to manage our business, we may disclose personal information we collect about you to our affiliated companies and to non-affiliated third parties as required or permitted by law. A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose personal information that we collect about you to our affiliated companies except to enable them to provide services on our behalf or as otherwise required or permitted by law. B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal information that we collect about you to non-affiliated third parties except to enable them to provide services on our behalf, to perform joint marketing agreements with other financial institutions, or as otherwise required or permitted by law. For example, some instances where we may disclose information about you to non-affiliated third parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with these companies, they are required to limit their use of personal information to the particular purpose for which it was shared and they are not allowed to share personal information with others except to fulfill that limited purpose. 3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE COLLECT ABOUT YOU? We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information, and we require them to adhere to confidentiality standards with respect to such information. The Statement of Additional Information includes additional information about Fund trustees and is available, without charge, upon request by calling 1-800-847-2424. 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)2004 Van Kampen Funds Inc. All rights reserved. Member NASD/SIPC. 185, 285, 385 IA ANR 10/04 RN04-02210P-Y08/04 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) Due to personnel changes at the Adviser, the list of Covered Officers set forth in Exhibit B and the General Counsel designee to whom questions about the application of the Code should be referred in Exhibit C have been amended. (d) The Trust has not 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 11A. (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. (a)(b)(c)(d) and (g). Based on fees billed for the periods shown: 2004 REGISTRANT COVERED ENTITIES(1) AUDIT FEES........................ $54,500 N/A NON-AUDIT FEES AUDIT-RELATED FEES...... $0 $159,500(2) TAX FEES................ $3,500(3) $42,141(4) ALL OTHER FEES.......... $0 $222,168(5) TOTAL NON-AUDIT FEES.............. $3,500 $423,809 TOTAL............................. $58,000 $423,809 2003 REGISTRANT COVERED ENTITIES(1) AUDIT FEES........................ $48,260 N/A NON-AUDIT FEES AUDIT-RELATED FEES...... $0 $88,000(2) TAX FEES................ $2,740(3) $70,314(4) ALL OTHER FEES.......... $0 $331,980(6) TOTAL NON-AUDIT FEES.............. $2,740 $490,294 TOTAL............................. $51,000 $490,294 N/A- Not applicable, as not required by Item 4. (1) Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant. (2) Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities' and funds advised by the Adviser or its affiliates, specifically attestation services provided in connection with a SAS 70 Report. (3) Tax Fees represent tax advice and compliance services provided in connection with the review of the Registrant's tax. (4) Tax Fees represent tax advice services provided to Covered Entities, including research and identification of PFIC entities. (5) All Other Fees represent attestation services provided in connection with performance presentation standards. (6) All Other Fees represent attestation services provided in connection with performance presentation standards, general industry education seminars provided, and a regulatory review project performed. (e)(1) The audit committee's pre-approval policies and procedures are as follows: JOINT AUDIT COMMITTEE AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY AND PROCEDURES OF THE VAN KAMPEN FUNDS AS ADOPTED JULY 23, 2003(1) 1. STATEMENT OF PRINCIPLES The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor's independence from the Fund.(2) The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee's administration of the engagement of the independent auditor. The SEC's rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee ("general pre-approval"); or require the specific pre-approval of the Audit Committee ("specific pre-approval"). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC's rules on auditor independence. The Audit Committee will also consider whether the Independent Auditors are best positioned to provide the most effective and efficient services, for reasons such as its familiarity with the Fund's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Fund's ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine for each fiscal year, the appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services for the Fund (including any Audit-related or Tax service fees for Covered Entities that were subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval). - -------- (1) This Joint Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the "Policy"), adopted as of the date above, supercedes and replaces all prior versions that may have been adopted from time to time. (2) Terms used in this Policy and not otherwise defined herein shall have the meanings as defined in the Joint Audit Committee Charter. The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations. The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee's responsibilities to pre-approve services performed by the Independent Auditors to management. The Fund's Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors' independence. 2. DELEGATION As provided in the Act and the SEC's rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. 3. AUDIT SERVICES The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund's financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will monitor the Audit services engagement as necessary, but no less than on a quarterly basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items. In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings. The Audit Committee has pre-approved the following Audit services. All other Audit services not listed below must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated): - Statutory audits or financial audits for the Fund - Services associated with SEC registration statements (including new funds), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end fund offerings, consents), and assistance in responding to SEC comment letters - Consultations by the Fund's management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies (Note: Under SEC rules, some consultations may be "audit related" services rather than "audit" services) 4. AUDIT-RELATED SERVICES Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund's financial statements or, to the extent they are Covered Services, the Covered Entities' financial statements, or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC's rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as "Audit services"; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-SAR and/or N-CSR. The Audit Committee has pre-approved the following Audit-related services. All other Audit-related services not listed below must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated): - Attest procedures not required by statute or regulation (including agreed upon procedures related to the Closed-End Fund asset coverage tests required by the rating agencies and/or lenders) - Due diligence services pertaining to potential fund mergers - Issuance of SAS-70 reports on internal controls of Morgan Stanley Trust Co. and MSIM Trade Operations - Consultations by the Fund's management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard- setting bodies (Note: Under SEC rules, some consultations may be "audit" services rather than "audit-related" services) - Information systems reviews not performed in connection with the audit (e.g., application data center and technical reviews) - General assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act - Audit of record keeping services performed by Morgan Stanley Trust Fund related to the New Jersey State Retirement Plan 5. TAX SERVICES The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor's independence, and the SEC has stated that the Independent Auditors may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those Tax services that have historically been provided by the Independent Auditors, that the Audit Committee has reviewed and believes would not impair the independence of the Independent Auditors, and that are consistent with the SEC's rules on auditor independence. The Audit Committee will not permit the retention of the Independent Auditors in connection with a transaction initially recommended by the Independent Auditors, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with Director of Tax or outside counsel to determine that the tax planning and reporting positions are consistent with this policy. Pursuant to the preceding paragraph, the Audit Committee has pre-approved the following Tax Services. All Tax services involving large and complex transactions not listed below must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated), including tax services proposed to be provided by the Independent Auditors to any executive officer or trustee/director/managing general partner of the Fund, in his or her individual capacity, where such services are paid for by the Fund (generally applicable only to internally managed investment companies): - U.S. federal, state and local tax planning and advice - U.S. federal, state and local tax compliance - International tax planning and advice - International tax compliance - Review of federal, state, local and international income, franchise, and other tax returns - Identification of Passive Foreign Investment Companies - Review of closed-end funds pro rata allocation of taxable income and capital gains to common and preferred shares. - Domestic and foreign tax planning, compliance, and advice - Assistance with tax audits and appeals before the IRS and similar state, local and foreign agencies - Tax advice and assistance regarding statutory, regulatory or administrative developments (e.g., excise tax reviews, evaluation of Fund's tax compliance function) - Review the calculations of taxable income from corporate actions including reorganizations related to bankruptcy filings and provide guidance related to the foregoing 6. ALL OTHER SERVICES The Audit Committee believes, based on the SEC's rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC's rules on auditor independence. The Audit Committee has pre-approved the following All Other services. Permissible All Other services not listed below must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated): - Risk management advisory services, e.g., assessment and testing of security infrastructure controls The following is a list of the SEC's prohibited non-audit services. The SEC's rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions: - Bookkeeping or other services related to the accounting records or financial statements of the audit client - Financial information systems design and implementation - Appraisal or valuation services, fairness opinions or contribution-in- kind reports - Actuarial services - Internal audit outsourcing services - Management functions - Human resources - Broker-dealer, investment adviser or investment banking services - Legal services - Expert services unrelated to the audit 7. PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total amount of fees for Audit, Audit-related, and Tax services for the Fund (including any Audit-related or Tax services fees for Covered Entities subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval). 8. PROCEDURES All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund's Chief Financial Officer and must include a detailed description of the services to be rendered. The Fund's Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the Independent Auditors and the Fund's Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence. The Audit Committee has designated the Fund's Chief Financial Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund's Chief Financial Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Fund's Chief Financial Officer and management will immediately report to the chairman of the Audit Committee any breach of this Policy that comes to the attention of the Fund's Chief Financial Officer or any member of management. 9. ADDITIONAL REQUIREMENTS The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor's independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with Independence Standards Board No. 1, and discussing with the Independent Auditors its methods and procedures for ensuring independence. 10. COVERED ENTITIES Covered Entities include the Fund's investment adviser(s) and any entity controlling, controlled by or under common control with the Fund's investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund's audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include: - Van Kampen Investments, Inc. - Van Kampen Investment Advisory Corporation - Van Kampen Asset Management Inc. - Van Kampen Advisors Inc. - Van Kampen Funds Inc. - Van Kampen Trust Company - Van Kampen Investor Services Inc. - Van Kampen Management Inc. - Morgan Stanley Investment Management Inc. - Morgan Stanley Investments LP - Morgan Stanley Trust Company (e)(2) Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee's pre-approval policies and procedures (attached hereto). (f) Not applicable. (g) See table above. (h) The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors' independence in performing audit services. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Please refer to Item #1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not applicable. Item 10. 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. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto. (b)(1) A certification for the Principal Executive Officer of the registrant is attached hereto as part of EX-99.CERT. (b)(2) A certification for the Principal Financial Officer of the registrant is 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, 2004 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, 2004 By: /s/ James M. Dykas ------------------ Name: James M. Dykas Title: Principal Financial Officer Date: October 20, 2004