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 811-7676
Van Kampen Municipal Opportunity 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: 10/31
Date of reporting period: 10/31/04
Item 1. Reports 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
Municipal Opportunity Trust II 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 trust's financial statements and a list of trust investments
as of October 31, 2004.
MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO
PASS. THERE IS NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS INVESTMENT
OBJECTIVE. TRUSTS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY
THAT THE MARKET VALUES OF SECURITIES OWNED BY THE TRUST WILL DECLINE AND
THAT THE VALUE OF TRUST SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID
FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS TRUST.
INCOME MAY SUBJECT CERTAIN INDIVIDUALS TO THE FEDERAL ALTERNATIVE MINIMUM
TAX (AMT).
<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 10/31/04
<Table>
<Caption>
MUNICIPAL OPPORTUNITY TRUST II
SYMBOL: VOT
- ---------------------------------------------------------
AVERAGE ANNUAL BASED ON BASED ON
TOTAL RETURNS NAV MARKET PRICE
Since Inception (6/25/93) 6.83% 5.98%
10-year 8.95 9.76
5-year 9.71 11.10
1-year 8.17 6.12
- ---------------------------------------------------------
</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, NET
ASSET VALUE (NAV) AND COMMON SHARE MARKET PRICE WILL FLUCTUATE AND TRUST SHARES,
WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
NAV per share is determined by dividing the value of the trust's portfolio
securities, cash and other assets, less all liabilities, by the total number of
common shares outstanding. The common share market price is the price the market
is willing to pay for shares of the trust at a given time. Common share market
price is influenced by a range of factors, including supply and demand and
market conditions. Total return assumes an investment at the beginning of the
period, reinvestment of all distributions for the period in accordance with the
trust's dividend reinvestment plan, and sale of all shares at the end of the
period.
The Lehman Brothers Municipal Bond Index is a broad-based statistical composite
of municipal bonds. 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. It is not possible to invest directly in an index.
1
Trust Report
FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004
Van Kampen Municipal Opportunity Trust II is managed by the Adviser's Municipal
Fixed Income team.(1) Current members include Timothy D. Haney, Vice President;
Robert Wimmel, Vice President; and John Reynoldson, Executive Director.
MARKET CONDITIONS
The interest-rate environment of the 12 months ended October 31, 2004 was marked
by two periods of steadily declining yields, with a significant sell-off in the
middle. Yields fell steadily through the first half of the period, approaching
the historical lows of 2003. This trend persisted until March, at which point
yields reversed direction and began an upward march as prices fell. These losses
were steepest in April, as a surprisingly strong employment report and signals
from members of the Federal Open Market Committee (the "Fed") caused investors
to expect a near-term rate increase. Rates went on to decline from May through
the end of the period as the market digested the Fed's newly hawkish rate
stance. Investors were further comforted when, after the Fed raised rates at its
June 30, 2004 meeting, its members indicated that the path of future rate
increases would be measured.
Unusually, longer-maturity securities largely outperformed in this period of Fed
tightening. Historically, the typical pattern in periods of tightening policy
has seen yields rise across all maturities. During the review period, however,
yields of shorter maturity bonds rose while those of bonds with longer
maturities declined slightly.
Lower-quality municipal bonds also performed strongly in this environment, as
the difference in yields (known as the "yield spread") between AAA and BBB rated
bonds decreased by roughly 20 basis points for 20-year bonds. As a result,
sectors with heavy exposure to lower-rated debt, such as hospitals and
industrial-revenue bonds, posted higher total returns than sectors dominated by
higher-rated debt.
Issuance for the first ten months of 2004 (the final ten months of the review
period) was roughly six percent lower than in the same period in 2003. That
said, 2003 was a record year, and at the current pace if issuance, 2004 could
well be one of the largest years in recent memory. The strong supply met with
faltering demand from mutual funds, as fund investors withdrew over $15 billion
in net cash during the period. This faltering demand was largely offset by
increased participation in the market by insurance companies and individual
investors.
(1)Team members may change without notice at any time.
2
PERFORMANCE ANALYSIS
The trust's return can be calculated based upon either the market price or the
net asset value (NAV) of its shares. NAV per share is determined by dividing the
value of the trust's portfolio securities, cash and other assets, less all
liabilities, by the total number of common shares outstanding, while market
price reflects the supply and demand for the shares. As a result, the two
returns can differ. On both an NAV basis and a market price basis, the trust
outperformed its benchmark index, the Lehman Brother Municipal Bond Index. (See
table below.)
The trust uses leverage to enhance its dividend to common shareholders. The
trust borrows money at short-term rates through the issuance of preferred
shares. The proceeds are reinvested in longer-term securities, taking advantage
of the difference between short- and longer-term rates. The Fed's policy of
raising interest rates in the final months of the period made the trust's
borrowing activity more expensive. These expenses, however, were more than
offset by the strong performance of the bonds we invested in, leading to the
trust's outperformance of its benchmark, which is unleveraged.
One of our primary strategies in managing the trust was to configure its
interest-rate profile for a rising interest-rate environment. We did this
primarily by maintaining its duration (a measure of interest-rate sensitivity)
at a level lower than that of its benchmark. We also de-emphasized securities
with maturities in the range of five to 10 years given what appeared to be
unattractive total-return prospects. Instead, we emphasized securities in the
15-to 20-year part of the yield curve. Many of the securities we purchased
offered a compelling combination of premium coupon income and the moderate
interest-rate sensitivity of bonds with shorter maturities. While the overall
duration strategy provided mixed results, the portfolio's positioning along the
maturity spectrum boosted performance for the period.
In keeping with our long-term approach, we continued to engage in relative-
value trading in order to take advantage of pockets of opportunity in the
market. This approach generally entails buying securities that are undervalued
relative to what our analysis indicates to be their total-return potential, and
TOTAL RETURN FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004
<Table>
<Caption>
- ---------------------------------------------------------------
BASED ON BASED ON LEHMAN BROTHERS
NAV MARKET PRICE MUNICIPAL BOND INDEX
8.17% 6.12% 6.03%
- ---------------------------------------------------------------
</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. INVESTMENT RETURN, NET ASSET VALUE AND COMMON SHARE MARKET PRICE WILL
FLUCTUATE AND TRUST SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. SEE PERFORMANCE SUMMARY FOR ADDITIONAL PERFORMANCE INFORMATION
AND INDEX DEFINITION.
3
selling them when they reach that potential in order to reinvest the assets into
more promising opportunities. We took advantage of the late spring/early summer
spike in yields to purchase long bonds which we later sold into strong demand
from individual investors. We also selectively purchased A and BBB rated
securities, some of which we subsequently sold at a profit thanks to investors'
demand for yield-oriented securities.
We remained focused on controlling the trust's risk profile through attention to
credit quality and diversification. By the end of the 12-month period, more than
84 percent of the trust's total investments were invested in bonds rated AAA and
AA; these represent the two highest tiers of credit ratings. The portfolio was
also well diversified across the major sectors of the municipal bond market. Its
three largest sector exposures were public education, health care, and general
purpose.
While it is impossible to predict the exact turning point when interest rates
will move decisively higher, we believe the trust remains well positioned for
the near future. We will continue to comb the municipal bond markets for
interesting opportunities.
There is no guarantee that any securities mentioned will continue to perform
well or be held by the trust in the future.
4
<Table>
<Caption>
RATINGS ALLOCATION AS OF 10/31/04
AAA/Aaa 70.5%
AA/Aa 13.9
A/A 9.2
BBB/Baa 4.5
BB/Ba 0.3
B/B 0.5
Non-Rated 1.1
<Caption>
TOP 5 SECTORS AS OF 10/31/04
Public Education 18.4%
Health Care 14.4
General Purpose 14.2
Transportation 11.2
Public Building 7.6
<Caption>
SUMMARY OF INVESTMENTS BY STATE CLASSIFICATION AS OF 10/31/04
California 13.8%
Illinois 10.1
Colorado 6.1
Indiana 5.7
Texas 5.6
New York 5.5
Louisiana 4.9
New Jersey 4.7
Missouri 4.7
Arizona 3.7
Puerto Rico 3.5
Mississippi 3.0
Georgia 2.9
South Carolina 2.5
Virginia 2.5
Pennsylvania 2.3
Florida 2.2
Michigan 1.6
Oregon 1.6
Nebraska 1.5
Oklahoma 1.5
Ohio 1.5
Rhode Island 1.4
(continued on next page)
</Table>
5
<Table>
<Caption>
SUMMARY OF INVESTMENTS BY STATE CLASSIFICATION AS OF 10/31/04
(continued from previous page)
Washington 1.3%
Alabama 1.1
Massachusetts 1.1
West Virginia 0.9
Wisconsin 0.9
Minnesota 0.7
Tennessee 0.6
South Dakota 0.5
Utah 0.1
-----
Total Investments 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 sectors shown above. Ratings and summary of investments by
state classification are as a percentage of total investments. Sectors are as a
percentage of long-term investments. Securities are classified by sectors that
represent broad groupings of related industries. 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. Rating allocations based upon ratings as issued by Standard
and Poor's and Moody's, respectively.
6
FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS
Each Van Kampen trust provides a complete schedule of portfolio holdings
in its semiannual and annual reports within 60 days of the end of the
trust'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 trust 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 trust files a
complete schedule of portfolio holdings with the SEC for the trust'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 trust makes portfolio holdings
information available by periodically providing the information on its
public web site, www.vankampen.com. Each Van Kampen trust 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. Van Kampen closed-end funds do not presently provide
partial lists of their portfolio holdings on a monthly basis, but may do
so in the future.
You may obtain copies of a trust's fiscal quarter filings, or its monthly
or calendar-quarter web site postings, by contacting Van Kampen Client
Relations at 1-800-847-2424.
PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD
The trust's policies and procedures with respect to the voting of proxies
relating to the trust's portfolio securities and information on how the
trust 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
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004
<Table>
<Caption>
PAR
AMOUNT
(000) DESCRIPTION COUPON MATURITY VALUE
- --------------------------------------------------------------------------------------------
MUNICIPAL BONDS 162.2%
ALABAMA 1.8%
$1,000 Birmingham Baptist Med Ctr AL Baptist Hlth Sys
Ser A........................................... 5.875% 11/15/24 $ 1,042,280
1,090 Lee Cnty, AL Sch Wts Ltd Oblig (MBIA Insd)
(c)............................................. 5.000 02/01/17 1,183,086
1,000 Valley, AL Spl Care Fac Fin Auth Rev Lanier Mem
Hosp Ser A...................................... 5.600 11/01/16 1,008,970
-------------
3,234,336
-------------
ARIZONA 6.2%
5,000 Arizona Sch Fac Brd Ctfs Ser B (FGIC Insd)...... 5.250 09/01/18 5,521,950
2,235 Arizona Tourism & Sports Auth Tax Rev
Multipurpose Stad Fac Ser A (MBIA Insd)......... 5.375 07/01/21 2,460,780
2,685 South Campus Group LLC AZ Std Hsg Rev AZ St Univ
South Campus Proj (MBIA Insd)................... 5.625 09/01/35 2,951,406
-------------
10,934,136
-------------
CALIFORNIA 22.8%
7,195 Anaheim, CA Pub Fin Auth Lease Rev Cap Apprec
Sub Pub Impt Proj Ser C (FSA Insd).............. * 09/01/21 3,213,215
1,300 Anaheim, CA Pub Fin Auth Lease Rev Pub Impt Proj
Ser C (FSA Insd)................................ 6.000 09/01/16 1,580,137
2,000 California St Dept Wtr Res Pwr Ser A............ 6.000 05/01/15 2,341,360
2,345 California St Dept Wtr Res Pwr Supply Rev Ser A
(XLCA Insd)..................................... 5.375 05/01/17 2,610,829
2,500 California St Pub Wks Brd Lease Rev Dept of
Mental Hlth Coalinga Ser A...................... 5.000 06/01/24 2,589,475
4,600 California St Pub Wks Brd Lease Rev Var Univ CA
Proj Ser A Rfdg (a)............................. 5.500 06/01/10 5,167,410
5,905 California St Pub Wks Brd Lease Rev Var Univ CA
Proj Ser A Rfdg................................. 5.500 06/01/14 6,704,714
5,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Rfdg (MBIA Insd)......................... * 01/15/18 2,561,200
2,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Sr
Lien Ser A (Prerefunded @ 01/01/07)............. 6.500 01/01/32 2,192,780
5,000 Los Angeles, CA Uni Sch Dist Ser A (FSA Insd)... 5.250 07/01/20 5,486,550
2,465 Los Angeles, CA Uni Sch Dist Ser B (FGIC
Insd)........................................... 5.000 07/01/23 2,589,261
3,070 Washington, CA Uni Sch Dist Yolo Cnty Ser A
(FGIC Insd) (c)................................. 5.250 08/01/20 3,371,136
-------------
40,408,067
-------------
COLORADO 10.1%
1,000 Arapahoe Cnty, CO Cap Impt Tr Fd Hwy Rev E-470
Proj (Prerefunded @ 08/31/05)................... 7.000 08/31/26 1,072,730
7,500 Arapahoe Cnty, CO Cap Impt Tr Fd Hwy Rev E-470
Proj Ser C (Prerefunded @ 08/31/05)............. * 08/31/26 1,541,550
1,945 Colorado Ed & Cultural Impt Charter Sch Pinnacle
Rfdg (XLCA Insd)................................ 5.250 06/01/23 2,074,284
</Table>
8 See Notes to Financial Statements
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued
<Table>
<Caption>
PAR
AMOUNT
(000) DESCRIPTION COUPON MATURITY VALUE
- --------------------------------------------------------------------------------------------
COLORADO (CONTINUED)
$1,000 Colorado Hlth Fac Auth Rev Catholic Hlth
Initiatives Ser A (Escrowed to Maturity)........ 5.500% 03/01/32 $ 1,050,690
1,250 Colorado Hlth Fac Auth Rev Hosp Portercare
Adventist Hlth.................................. 6.500 11/15/31 1,374,050
1,500 Denver, CO City & Cnty Arpt Rev Ser D (AMT)..... 7.750 11/15/13 1,834,635
3,515 E-470 Pub Hwy Auth CO Rev Cap Apprec Sr Ser B
(MBIA Insd)..................................... * 09/01/13 2,483,277
6,160 E-470 Pub Hwy Auth CO Rev Sr Ser A (MBIA
Insd)........................................... 5.000 09/01/21 6,544,569
-------------
17,975,785
-------------
FLORIDA 3.0%
5,000 Osceola Cnty, FL Trans Rev Osceola Pkwy Proj &
Rfdg (MBIA Insd)................................ 5.000 04/01/22 5,342,550
-------------
GEORGIA 3.6%
5,000 Clayton Cnty & Clayton Cnty GA Wtr Auth Wtr &
Swr Rev (b)..................................... 5.000 05/01/20 5,436,650
1,000 Richmond Cnty, GA Dev Auth ASU Jaguar Student
Hsg LLC Ser A................................... 5.250 02/01/35 1,017,600
-------------
6,454,250
-------------
ILLINOIS 16.6%
3,750 Bolingbrook, IL Cap Apprec Ser B (MBIA Insd).... * 01/01/32 851,212
3,365 Chicago, IL Cap Apprec (Prerefunded @ 07/01/05)
(AMBAC Insd).................................... * 01/01/17 1,600,192
350 Chicago, IL Single Family Mtg Rev Ser A (AMT)
(GNMA Collateralized)........................... 7.000 09/01/27 351,459
55 Chicago, IL Single Family Mtg Rev Ser B (AMT)
(GNMA Collateralized)........................... 7.625 09/01/27 55,261
3,345 Cook Cnty, IL Sch Dist No 100 Berwyn South Ser D
Rfdg (FSA Insd)................................. 5.500 12/01/23 3,712,582
2,540 Cook Cnty, IL Sch Dist No 122 Oak Lawn Cap
Apprec (FGIC Insd) (c).......................... * 12/01/15 1,588,135
4,500 Cook Cnty, IL Ser A (FGIC Insd)................. 5.500 11/15/31 4,872,015
1,000 Illinois Dev Fin Auth Rev Cmnty Rehab Providers
Fac Ser A....................................... 7.375 07/01/25 1,081,320
2,500 Illinois Fin Auth Rev Northwestern Mem Hosp Ser
A............................................... 5.500 08/15/43 2,600,200
8,000 Illinois St First Ser (FSA Insd)................ 5.250 12/01/19 8,848,560
3,400 Illinois St First Ser (FSA Insd)................ 5.250 04/01/27 3,585,164
310 Peoria, Moline & Freeport, IL Coll Mtg Ser A
(AMT) (GNMA Collateralized)..................... 7.600 04/01/27 310,437
-------------
29,456,537
-------------
</Table>
See Notes to Financial Statements 9
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued
<Table>
<Caption>
PAR
AMOUNT
(000) DESCRIPTION COUPON MATURITY VALUE
- --------------------------------------------------------------------------------------------
INDIANA 9.4%
$2,805 Dekalb Eastn High Sch Bldg Corp Ind First Mtg
(FSA Insd)...................................... 6.000% 01/15/18 $ 3,261,906
4,000 East Chicago, IN Elementary Sch Bldg Corp First
Mtg Ser A....................................... 6.250 07/05/08 4,473,200
3,000 Indiana Hlth Fac Fin Auth Hosp Rev Columbus Regl
Hosp Rfdg (FSA Insd)............................ 7.000 08/15/15 3,730,170
2,000 Petersburg, IN Pollutn Ctl Rev IN Pwr & Lt
(AMT)........................................... 5.950 12/01/29 2,020,840
2,850 Southwest Parke Cmnty Sch Bldg First Mtg (FGIC
Insd) (c)....................................... 5.250 07/15/21 3,111,402
-------------
16,597,518
-------------
LOUISIANA 8.1%
2,500 Louisiana Loc Govt Envir Fac Pkg Fac Corp Garage
Proj Ser A (AMBAC Insd)......................... 5.375 10/01/31 2,675,550
6,000 New Orleans, LA Rfdg (MBIA Insd)................ 5.125 09/01/21 6,431,700
2,000 New Orleans, LA Rfdg (FGIC Insd)................ 5.500 12/01/21 2,348,280
2,800 Saint Charles Parish, LA Solid Waste Disp Rev LA
Pwr & Lt Co Proj (AMT) (FSA Insd) (a)........... 7.050 04/01/22 2,811,340
-------------
14,266,870
-------------
MASSACHUSETTS 1.8%
2,000 Massachusetts Muni Whsl Elec Co Proj No 6-A
(MBIA Insd)..................................... 5.250 07/01/16 2,220,060
1,000 Massachusetts St Hlth & Ed Fac Auth Rev Saint
Mem Med Ctr Ser A............................... 6.000 10/01/23 953,990
-------------
3,174,050
-------------
MICHIGAN 2.7%
3,000 Detroit, MI City Sch Dist Sch Bldg & Site Impt
Ser A (FGIC Insd)............................... 5.375 05/01/24 3,248,820
1,495 Michigan St Hsg Dev Auth Multi-Family Rev Ltd
Oblig Ser A Rfdg (GNMA Collateralized).......... 6.600 04/01/30 1,533,915
-------------
4,782,735
-------------
MINNESOTA 1.1%
1,900 Duluth, MN Econ Dev Auth Hlthcare Fac Rev
Benedictine Hlth Sys Saint Marys................ 5.250 02/15/33 1,927,056
-------------
MISSISSIPPI 4.9%
2,000 Mississippi Business Fin Corp MS Pollutn Ctl Rev
Sys Energy Res Inc Proj Rfdg.................... 5.900 05/01/22 2,021,600
1,900 Mississippi Dev Bk Spl Oblig Cap Proj & Equip
Acquisition Ser A2 (AMBAC Insd)................. 5.000 07/01/24 2,045,008
1,550 Mississippi Dev Bk Spl Oblig Madison Cnty Hosp
Proj (Prerefunded @ 07/01/09)................... 6.400 07/01/29 1,824,056
2,595 Mississippi Dev Bk Spl Oblig MS Ltd Oblig Hosp
Impts (MBIA Insd) (c)........................... 5.250 07/01/32 2,712,450
-------------
8,603,114
-------------
</Table>
10 See Notes to Financial Statements
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued
<Table>
<Caption>
PAR
AMOUNT
(000) DESCRIPTION COUPON MATURITY VALUE
- --------------------------------------------------------------------------------------------
MISSOURI 7.8%
$2,000 Cape Girardeau Cnty, MO Indl Dev Auth Hlthcare
Fac Rev Southeast MO Hosp Assoc................. 5.625% 06/01/27 $ 2,038,940
1,250 Cole Cnty, MO Indl Dev Auth Sr Living Fac Rev
Lutheran Sr Svcs Heisinger Proj................. 5.500 02/01/35 1,285,950
1,500 Saint Louis Cnty, MO Mtg Rev Ctf Rcpt Ser H
(AMT) (Escrowed to Maturity).................... 5.400 07/01/18 1,704,990
5,855 Saint Louis, MO Arpt Rev Arpt Dev Pgm Ser A
(MBIA Insd)..................................... 5.250 07/01/31 6,124,213
2,380 Saint Louis, MO Arpt Rev Cap Impt Pgm Ser A
(MBIA Insd) (c)................................. 5.375 07/01/19 2,637,492
-------------
13,791,585
-------------
NEBRASKA 2.5%
4,260 University NE Univ Rev Lincoln Student Fees &
Fac Ser B....................................... 5.000 07/01/23 4,483,565
-------------
NEW JERSEY 7.8%
1,000 New Jersey Econ Dev Auth Rev Cigarette Tax...... 5.500 06/15/31 1,007,060
5,000 New Jersey Econ Dev Auth Rev Sch Fac Constr Ser
I............................................... 5.000 09/01/23 5,241,250
1,000 New Jersey Hlthcare Fac Fin Auth Rev Gen Hosp
Ctr at Passaic (Escrowed to Maturity) (FSA
Insd)........................................... 6.000 07/01/06 1,044,000
4,000 Salem Cnty, NJ Indl Pollutn Ctl Fin Auth Rev
Pollutn Ctl Pub Svc Elec & Gas Ser A (AMT) (MBIA
Insd)........................................... 5.450 02/01/32 4,044,960
2,500 Secaucus, NJ Muni Util Auth Swr Rev Ser A
Rfdg............................................ 6.000 12/01/08 2,559,300
-------------
13,896,570
-------------
NEW YORK 8.0%
3,250 New York City Hlth & Hosp Corp Rev Hlth Sys Ser
A (AMBAC Insd).................................. 5.000 02/15/11 3,595,605
5,000 New York City Ser A1 (Prerefunded @ 08/01/05)... 6.375 08/01/10 5,223,100
1,520 New York St Dorm Auth Rev Insd John T Mather Mem
Hosp (Connie Lee Insd) (c)...................... 6.500 07/01/09 1,768,611
500 New York St Energy Res & Dev Auth St Service
Contract Rev Ser B.............................. 5.500 04/01/05 507,470
3,000 New York City Muni Wtr Fin Auth Wtr & Sew Sys
Rev Ser A (AMBAC Insd).......................... 5.000 06/15/35 3,084,930
-------------
14,179,716
-------------
OHIO 2.4%
1,000 Cuyahoga Cnty, OH Hosp Fac Rev Canton Inc
Proj............................................ 7.500 01/01/30 1,108,460
1,000 Franklin Cnty, OH Hosp Rev Holy Cross Hlth Sys
Ser B Rfdg (MBIA Insd).......................... 5.250 06/01/08 1,022,580
1,040 Lorain Cnty, OH Hosp Rev EMH Regl Med Ctr Rfdg
(AMBAC Insd).................................... 7.750 11/01/13 1,118,697
950 Strongsville, OH (Prerefunded @ 12/01/06)....... 6.700 12/01/11 1,060,105
-------------
4,309,842
-------------
</Table>
See Notes to Financial Statements 11
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued
<Table>
<Caption>
PAR
AMOUNT
(000) DESCRIPTION COUPON MATURITY VALUE
- --------------------------------------------------------------------------------------------
OKLAHOMA 2.5%
$1,000 Tulsa Cnty, OK Pub Fac Auth Cap Impt Rev (AMBAC
Insd)........................................... 6.250% 11/01/22 $ 1,168,420
2,960 Tulsa, OK Indl Auth Hosp Rev Hillcrest Med Ctr
Proj Rfdg (Escrowed to Maturity) (Connie Lee
Insd) (c)....................................... 6.250 06/01/07 3,264,347
-------------
4,432,767
-------------
OREGON 2.7%
820 Oregon St Vets Welfare Ser 76A.................. 6.050 10/01/28 830,972
3,580 Yamhill Cnty, OR Sch Dist No 029J Newburg (MBIA
Insd)........................................... 5.250 06/15/21 3,875,207
-------------
4,706,179
-------------
PENNSYLVANIA 3.8%
4,680 Erie, PA Sch Dist Cap Apprec Rfdg (FSA Insd).... * 09/01/20 2,259,691
1,500 Harrisburg, PA Res Gtd Sub Ser D 2 (FSA Insd)... 5.000 12/01/33 1,645,665
1,500 Pennsylvania Econ Dev Fin Auth Res Recovery Rev
Colver Proj Ser D (AMT)......................... 7.050 12/01/10 1,535,355
1,315 State Pub Sch Bldg Auth PA Sch Rev Burgettstown
Sch Dist Ser D (Prerefunded @ 02/01/05) (MBIA
Insd) (c)....................................... 6.450 02/01/10 1,330,885
-------------
6,771,596
-------------
RHODE ISLAND 2.4%
3,975 Rhode Island St Econ Dev Corp Arpt Rev Ser A
Rfdg (AMT) (FSA Insd)........................... 5.000 07/01/17 4,233,534
-------------
SOUTH CAROLINA 4.1%
3,115 Greenville, SC Impt & Rfdg (MBIA Insd) (c)...... 5.250 04/01/21 3,382,890
3,750 South Carolina Jobs Econ Dev Auth Indl Rev Elec
& Gas Co Proj Ser B (AMT) (AMBAC Insd).......... 5.450 11/01/32 3,942,975
-------------
7,325,865
-------------
SOUTH DAKOTA 0.8%
1,375 Deadwood, SD Ctf Partn (ACA Insd)............... 6.375 11/01/20 1,484,285
-------------
TENNESSEE 0.9%
1,300 Johnson City, TN Hlth & Ed Fac Brd Hosp Rev
First Mtg Ser A Rfdg (MBIA Insd)................ 7.500 07/01/25 1,640,132
-------------
TEXAS 9.2%
2,335 Beaumont, TX Wtrwks & Swr Sys (FGIC Insd)....... 6.250 09/01/14 2,720,228
2,000 Brazos Cnty, TX Hlth Fac Dev Oblig Grp.......... 5.375 01/01/32 2,031,680
1,190 Brazos River Auth TX Pollutn Ctl Rev Adj TXU
Elec Co Proj Ser C Rfdg (AMT)................... 5.750 05/01/36 1,291,174
5,000 Houston, TX Util Sys Rev Comb First Lien Ser A
Rfdg (FSA Insd)................................. 5.250 05/15/20 5,498,000
1,000 Mesquite, TX Hlth Fac Dev Corp Retirement Fac
Christian Care Ctr Ser A........................ 7.625 02/15/28 1,052,370
</Table>
12 See Notes to Financial Statements
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued
<Table>
<Caption>
PAR
AMOUNT
(000) DESCRIPTION COUPON MATURITY VALUE
- --------------------------------------------------------------------------------------------
TEXAS (CONTINUED)
$1,500 Metropolitan Hlth Fac Dev Corp TX Wilson N Jones
Mem Hosp Proj................................... 7.250% 01/01/31 $ 1,450,065
2,000 Texas St Wtr Fin Assistance..................... 5.500 08/01/35 2,169,260
-------------
16,212,777
-------------
UTAH 0.1%
80 Utah St Hsg Fin Agy Single Family Mtg Sr Issue
Ser B-2 (AMT) (FHA/VA Gtd)...................... 6.500 07/01/15 80,053
-------------
VIRGINIA 4.1%
2,000 Fairfax Cnty, VA Ctf Partn...................... 5.300 04/15/23 2,147,960
1,500 Henrico Cnty, VA Indl Dev Auth Pub Fac Lease Rev
Henrico Cnty Regl Jail Proj (Prerefunded @
08/01/05)....................................... 6.500 08/01/10 1,582,710
1,380 Richmond, VA Indl Dev Auth Govt Fac Rev Bonds
(AMBAC Insd) (c)................................ 5.000 07/15/14 1,544,289
1,715 Richmond, VA Indl Dev Auth Govt Fac Rev Bonds
(AMBAC Insd) (c)................................ 5.000 07/15/17 1,921,778
-------------
7,196,737
-------------
WASHINGTON 2.2%
700 Quinault Indian Nation, WA Quinault Beach Ser A
Rfdg & Impt (ACA Insd).......................... 5.800 12/01/15 752,136
3,000 Spokane, WA Pub Fac Dist Hotel Motel & Sales Use
Tax (MBIA Insd)................................. 5.250 09/01/33 3,160,470
-------------
3,912,606
-------------
WEST VIRGINIA 1.6%
500 Harrison Cnty, WV Cnty Cmnty Solid Waste Disp
Rev West PA Pwr Co Ser C (AMT) (AMBAC Insd)..... 6.750 08/01/24 511,905
2,215 West Virginia St Wtr Dev Auth Wtr Dev Rev Ln Pgm
II Ser A (Prerefunded @ 11/01/04) (FSA Insd).... 6.750 11/01/33 2,259,898
-------------
2,771,803
-------------
WISCONSIN 1.5%
2,490 Wisconsin St Hlth & Ed Fac Auth Rev Bellin Mem
Hosp (AMBAC Insd)............................... 6.625 02/15/08 2,724,135
-------------
PUERTO RICO 5.7%
8,000 Puerto Rico Comwlth Hwy & Trans Auth Hwy Rev Ser
Y Rfdg (FSA Insd)............................... 6.250 07/01/21 10,146,080
-------------
TOTAL LONG-TERM INVESTMENTS 162.2%
(Cost $268,343,129)....................................................... 287,456,831
</Table>
See Notes to Financial Statements 13
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued
<Table>
<Caption>
DESCRIPTION VALUE
- ------------------------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 3.0%
(Cost $5,300,000)............................................................. $ 5,300,000
-------------
TOTAL INVESTMENTS 165.2%
(Cost $273,643,129)........................................................... 292,756,831
LIABILITIES IN EXCESS OF OTHER ASSETS (0.3%)................................... (527,461)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (64.9%)..................... (115,027,860)
-------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0%.................................. $ 177,201,510
=============
</Table>
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) All or a portion of these securities have been physically segregated in
connection with open futures contracts.
(b) Security purchased on a when-issued or delayed delivery basis.
(c) The Trust owns 100% of the bond issuance.
ACA--American Capital Access
AMBAC--AMBAC Indemnity Corp.
AMT--Alternative Minimum Tax
Connie Lee--Connie Lee Insurance Co.
FGIC--Financial Guaranty Insurance Co.
FHA/VA--Federal Housing Administration/Department of Veterans Affairs
FSA--Financial Security Assurance Inc.
GNMA--Government National Mortgage Association
MBIA--Municipal Bond Investors Assurance Corp.
XLCA--XL Capital Assurance Inc.
14 See Notes to Financial Statements
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
October 31, 2004
<Table>
ASSETS:
Total Investments (Cost $273,643,129)....................... $292,756,831
Cash........................................................ 35,514
Receivables:
Interest.................................................. 4,323,417
Investments Sold.......................................... 1,223,064
Other....................................................... 6,172
------------
Total Assets............................................ 298,344,998
------------
LIABILITIES:
Payables:
Investments Purchased..................................... 5,420,867
Variation Margin on Futures............................... 159,656
Investment Advisory Fee................................... 148,097
Income Distributions--Common Shares....................... 27,481
Other Affiliates.......................................... 13,553
Trustees' Deferred Compensation and Retirement Plans........ 245,065
Accrued Expenses............................................ 100,909
------------
Total Liabilities....................................... 6,115,628
Preferred Shares (including accrued distributions).......... 115,027,860
------------
NET ASSETS APPLICABLE TO COMMON SHARES...................... $177,201,510
============
NET ASSET VALUE PER COMMON SHARE ($177,201,510 divided by
11,681,272 shares outstanding)............................ $ 15.17
============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value with an unlimited number of
shares authorized, 11,681,272 shares issued and
outstanding).............................................. $ 116,813
Paid in Surplus............................................. 158,834,539
Net Unrealized Appreciation................................. 18,646,927
Accumulated Undistributed Net Investment Income............. 1,101,236
Accumulated Net Realized Loss............................... (1,498,005)
------------
NET ASSETS APPLICABLE TO COMMON SHARES...................... $177,201,510
============
PREFERRED SHARES ($.01 par value, authorized 100,000,000
shares, 4,600 issued with liquidation preference of
$25,000 per share)........................................ $115,000,000
============
NET ASSETS INCLUDING PREFERRED SHARES....................... $292,201,510
============
</Table>
See Notes to Financial Statements 15
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
FINANCIAL STATEMENTS continued
Statement of Operations
For the Year Ended October 31, 2004
<Table>
INVESTMENT INCOME:
Interest.................................................... $14,561,352
-----------
EXPENSES:
Investment Advisory Fee..................................... 1,743,012
Preferred Share Maintenance................................. 351,531
Administrative Fee.......................................... 84,934
Trustees' Fees and Related Expenses......................... 81,856
Legal....................................................... 36,980
Custody..................................................... 17,548
Other....................................................... 183,926
-----------
Total Expenses.......................................... 2,499,787
-----------
NET INVESTMENT INCOME....................................... $12,061,565
===========
REALIZED AND UNREALIZED GAIN/LOSS:
Realized Gain/Loss:
Investments............................................... $ 1,529,460
Futures................................................... (2,977,740)
-----------
Net Realized Loss........................................... (1,448,280)
-----------
Unrealized Appreciation/Depreciation:
Beginning of the Period................................... 14,892,156
-----------
End of the Period:
Investments............................................. 19,113,702
Futures................................................. (466,775)
-----------
18,646,927
-----------
Net Unrealized Appreciation During the Period............... 3,754,771
-----------
NET REALIZED AND UNREALIZED GAIN............................ $ 2,306,491
===========
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS..................... $(1,202,014)
===========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
OPERATIONS................................................ $13,166,042
===========
</Table>
16 See Notes to Financial Statements
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
FINANCIAL STATEMENTS continued
Statements of Changes in Net Assets
<Table>
<Caption>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
OCTOBER 31, 2004 OCTOBER 31, 2003
------------------------------------
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income................................... $ 12,061,565 $ 12,544,025
Net Realized Gain/Loss.................................. (1,448,280) 3,881,454
Net Unrealized Appreciation/Depreciation During the
Period................................................ 3,754,771 (3,662,840)
Distributions to Preferred Shareholders:
Net Investment Income................................. (1,202,014) (1,144,837)
------------ ------------
Change in Net Assets Applicable to Common Shares from
Operations............................................ 13,166,042 11,617,802
Distributions to Common Shareholders:
Net Investment Income................................. (11,359,554) (11,534,733)
------------ ------------
NET CHANGE IN NET ASSETS APPLICABLE TO COMMON SHARES
FROM INVESTMENT ACTIVITIES............................ 1,806,488 83,069
NET ASSETS APPLICABLE TO COMMON SHARES:
Beginning of the Period................................. 175,395,022 175,311,953
------------ ------------
End of the Period (Including accumulated undistributed
net investment income of $1,101,236 and $1,601,153,
respectively)......................................... $177,201,510 $175,395,022
============ ============
</Table>
See Notes to Financial Statements 17
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
FINANCIAL HIGHLIGHTS
THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE COMMON SHARE OF THE
TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED.
<Table>
<Caption>
------------------------------
2004 2003 2002 (a)
------------------------------
NET ASSET VALUE, BEGINNING OF THE PERIOD.................... $ 15.02 $ 15.01 $ 14.91
------- ------- -------
Net Investment Income..................................... 1.03 1.08 1.09
Net Realized and Unrealized Gain/Loss..................... .19 .02 .06
Common Share Equivalent of Distributions Paid to Preferred
Shareholders:
Net Investment Income................................... (.10) (.10) (.13)
------- ------- -------
Total from Investment Operations............................ 1.12 1.00 1.02
Distributions Paid to Common Shareholders:
Net Investment Income................................... (.97) (.99) (.92)
------- ------- -------
NET ASSET VALUE, END OF THE PERIOD.......................... $ 15.17 $ 15.02 $ 15.01
======= ======= =======
Common Share Market Price at End of the Period.............. $ 14.07 $ 14.20 $ 13.80
Total Return (b)............................................ 6.12% 10.27% 10.36%
Net Assets Applicable to Common Shares at End of the Period
(In millions)............................................. $ 177.2 $ 175.4 $ 175.3
Ratio of Expenses to Average Net Assets Applicable to Common
Shares (c)................................................ 1.42% 1.44% 1.55%
Ratio of Net Investment Income to Average Net Assets
Applicable to Common Shares (c)........................... 6.87% 7.11% 7.44%
Portfolio Turnover.......................................... 21% 35% 44%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net Assets Including Preferred
Shares (c)................................................ .86% .87% .93%
Ratio of Net Investment Income to Average Net Assets
Applicable to Common Shares (d)........................... 6.19% 6.46% 6.54%
SENIOR SECURITIES:
Total Preferred Shares Outstanding.......................... 4,600 4,600 4,600
Asset Coverage Per Preferred Share (e)...................... $63,528 $63,132 $63,114
Involuntary Liquidating Preference Per Preferred Share...... $25,000 $25,000 $25,000
Average Market Value Per Preferred Share.................... $25,000 $25,000 $25,000
</Table>
(a) As required, effective November 1, 2001, the Trust has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment Companies
and began accreting market discount on fixed income securities. The effect
of this change for the period ended October 31, 2002 was to increase net
investment income per share by $.01, decrease net realized and unrealized
gains and losses per share by $.01 and increase the ratio of investment
income to average net assets applicable to common shares by .03%. Per share,
ratios and supplemental data for the periods prior to October 31, 2002 have
not been restated to reflect this change in presentation.
(b) Total return based assumes an investment at the common share market price at
the beginning of the period indicated, reinvestment of all distributions for
the period in accordance with the Trust's dividend reinvestment plan, and
sale of all shares at the closing common share market price at the end of
the period indicated.
(c) Ratios do not reflect the effect of dividend payments to preferred
shareholders.
(d) Ratios reflect the effect of dividend payments to preferred shareholders.
(e) Calculated by subtracting the Trust's total liabilities (not including the
preferred shares) from the Trust's total assets and dividing this by the
number of preferred shares outstanding.
18
<Table>
<Caption>
YEAR ENDED OCTOBER 31,
- ------------------------------------------------------------------------------
2001 2000 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------
$ 13.77 $ 13.28 $ 15.08 $ 14.51 $ 13.88 $ 13.72 $ 12.20
------- -------- -------- -------- -------- -------- --------
1.10 1.13 1.12 1.12 1.13 1.14 1.15
1.11 .54 (1.82) .57 .60 .12 1.55
(.31) (.40) (.32) (.34) (.35) (.35) (.38)
------- -------- -------- -------- -------- -------- --------
1.90 1.27 (1.02) 1.35 1.38 .91 2.32
(.76) (.78) (.78) (.78) (.75) (.75) (.80)
------- -------- -------- -------- -------- -------- --------
$ 14.91 $ 13.77 $ 13.28 $ 15.08 $ 14.51 $ 13.88 $ 13.72
======= ======== ======== ======== ======== ======== ========
$ 13.36 $11.8125 $11.5625 $14.0625 $12.6875 $ 11.625 $ 11.375
20.07% 9.19% -12.84% 17.23% 16.02% 8.98% 16.07%
$ 174.2 $ 160.8 $ 155.1 $ 176.1 $ 169.5 $ 162.1 $ 160.2
1.76% 1.85% 1.79% 1.79% 1.83% 1.90% 1.94%
7.66% 8.44% 7.68% 7.54% 8.04% 8.31% 8.85%
45% 22% 25% 13% 23% 37% 58%
1.04% 1.06% 1.06% 1.08% 1.08% 1.10% 1.10%
5.48% 5.48% 5.50% 5.20% 5.56% 5.77% 5.88%
4,600 4,600 4,600 2,300 2,300 2,300 2,300
$62,863 $ 59,963 $ 58,717 $126,569 $123,694 $120,481 $119,666
$25,000 $ 25,000 $ 25,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
$25,000 $ 25,000 $ 25,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
</Table>
See Notes to Financial Statements 19
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004
1. SIGNIFICANT ACCOUNTING POLICIES
Van Kampen Municipal Opportunity Trust II (the "Trust") is registered as a
diversified, closed-end management investment company under the Investment
Company Act of 1940 (the "1940 Act"), as amended. The Trust's investment
objective is to provide a high level of current income exempt from federal
income tax, consistent with preservation of capital. The Trust intends to invest
substantially all of its assets in municipal securities rated investment grade
at the time of investment. The Trust commenced investment operations on June 25,
1993. Effective November 30, 2003, the Trust's investment adviser, Van Kampen
Investment Advisory Corp. merged into its affiliate, Van Kampen Asset Management
(the "Adviser").
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Futures contracts are valued at the settlement price established each day on the
exchange on which they are traded. 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
Trust may purchase and sell securities on a "when-issued" or "delayed delivery"
basis with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Trust will
segregate assets with the custodian having an aggregate value at least equal to
the amount of the when-issued or delayed delivery purchase commitments until
payment is made. At October 31, 2004, the Trust had $5,420,867 of when-issued
and delayed delivery purchase commitments.
C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.
D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for federal income taxes is required.
The Trust intends to utilize provisions of the federal income tax laws which
allow it to carry a realized capital loss forward for eight years following the
year of the loss and offset such losses against any future realized capital
gains. At October 31, 2004, the Trust had an accumulated capital loss
carryforward for tax purposes of $1,963,921, of which $197,774 will
20
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued
expire on October 31, 2005, $500,047 will expire on October 31, 2007, $374,118
will expire on October 31, 2008, and $891,982 will expire on October 31, 2012.
At October 31, 2004 the cost and related gross unrealized appreciation and
depreciation are as follows:
<Table>
Cost of investments for tax purposes........................ $273,499,454
============
Gross tax unrealized appreciation........................... $ 19,447,205
Gross tax unrealized depreciation........................... (189,828)
------------
Net tax unrealized appreciation on investments.............. $ 19,257,377
============
</Table>
E. DISTRIBUTION OF INCOME AND GAINS The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains and a portion of futures gains, which are
included as ordinary income for tax purposes.
The tax character of distributions paid during the years ended October 31,
2004 and 2003 was as follows:
<Table>
<Caption>
2004 2003
Distributions paid from:
Ordinary income........................................... $132,494 $12,965
Long-term capital gain.................................... -0- -0-
-------- -------
$132,494 $12,965
======== =======
</Table>
Due to inherent differences in the recognition of income, expenses and
realized gain/losses under accounting principles generally accepted in the
United States of America and federal income tax purposes, permanent differences
between book and tax basis reporting have been identified and appropriately
reclassified on the Statement of Assets and Liabilities. A permanent book and
tax difference relating to a portion of the capital loss carryforward expiring
in the current year totaling $343,729 was reclassified from accumulated net
realized loss to paid in surplus. Additionally, a permanent book and tax
differences relating to book to tax accretion differences totaling $86 has been
reclassified to accumulated undistributed net investment income from accumulated
net realized loss.
As of October 31, 2004, the components of distributable earnings on a tax
basis were as follows:
<Table>
Undistributed ordinary income............................... $101,509
</Table>
Net realized gains or losses may differ for financial and tax reporting
purposes primarily as a result of the deferral of losses recognized for tax
purposes on open futures transactions on October 31, 2004 and the deferral of
losses relating to wash sales transactions.
2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the Trust's Investment Advisory Agreement, the Adviser
provides investment advice and facilities to the Trust for an annual fee payable
monthly of .60% of the
21
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued
average daily net assets of the Trust. Effective November 1, 2004, the
investment advisory fee was reduced from .60% to .55%. In addition, the Trust
paid a monthly administrative fee to Van Kampen Investments Inc. or its
affiliates (collectively "Van Kampen"), the Trust's Administrator, at an annual
rate of .05% of the average daily net assets of the Trust. Effective June 1,
2004, the administrative fee was reduced from .05% to .00%.
For the year ended October 31, 2004, the Trust recognized expenses of
approximately $19,700 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom LLP, counsel to the Trust, of which a trustee of the Trust
is a partner who provides legal services to the Trust, and is therefore an
affiliated person.
Under separate Accounting Services and Legal Services agreements, the
Adviser provides accounting and legal services to the Trust. The Adviser
allocates the cost of such services to each trust. For the year ended October
31, 2004, the Trust recognized expenses of approximately $36,900 representing
Van Kampen's cost of providing accounting and legal services to the Trust, which
are reported as part of "Other" and "Legal" expenses, respectively, in the
Statement of Operations.
Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
also officers of Van Kampen.
The Trust has implemented deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable upon retirement for a
ten-year period and are based upon each trustee's years of service to the Trust.
The maximum annual benefit per trustee under the plan is $2,500.
3. INVESTMENT TRANSACTIONS
During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $59,246,496 and $58,891,558,
respectively.
4. DERIVATIVE FINANCIAL INSTRUMENTS
A derivative financial instrument in very general terms refers to a security
whose value is "derived" from the value of an underlying asset, reference rate
or index.
In order to seek to manage the interest rate exposure of the Trust's
portfolio in a changing interest rate environment, the Trust may purchase or
sell financial futures contracts or engage in transactions involving interest
rate swaps, caps, floors or collars. The Trust expects to enter into these
transactions primarily as a hedge against anticipated interest rate or
fixed-income market changes, for duration management or for risk management
purposes, but may also enter into these transactions to generate additional
income. All of the Trust's portfolio holdings, including derivative instruments,
are marked to market each day with the change in value reflected in the
unrealized appreciation/depreciation. Upon disposition, a realized gain or loss
is recognized accordingly, except when taking delivery of a security underlying
a futures contract. In this instance, the recognition of gain or loss is
postponed until the disposal of the security underlying the futures contract.
During the period, the Trust invested in futures contracts, a type of
derivative. A futures contract is an agreement involving the delivery of a
particular asset on a specified future date at an agreed upon price. The Trust
generally invests in exchange traded futures on U.S. Treasury Bonds and Notes
and typically closes the contract prior to delivery date. These
22
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued
contracts are generally used to manage the Trust's effective maturity and
duration. Upon entering into futures contracts, the Trust maintains an amount of
cash or liquid securities with a value equal to a percentage of the contract
amount with either a future commission merchant pursuant to rules and
regulations promulgated under the 1940 Act, as amended, or with its custodian in
an account in the broker's name. This amount is known as initial margin. During
the period the futures contract is open, payments are received from or made to
the broker based upon changes in the value of the contract (the variation
margin). The risk of loss associated with a futures contract is in excess of the
variation margin reflected on the Statement of Assets and Liabilities.
Transactions in futures contracts for the year ended October 31, 2004, were
as follows:
<Table>
<Caption>
CONTRACTS
Outstanding at October 31, 2003............................. 423
Futures Opened.............................................. 2,255
Futures Closed.............................................. (2,031)
------
Outstanding at October 31, 2004............................. 647
======
</Table>
The futures contracts outstanding as of October 31, 2004 and the
descriptions and unrealized appreciation/depreciation are as follows:
<Table>
<Caption>
UNREALIZED
APPRECIATION/
CONTRACTS DEPRECIATION
Short Contracts:
U.S. Treasury Notes 10--Year Futures December 2004 (Current
Notional Value of $113,563 per contract).................. 116 $(132,776)
U.S. Treasury Notes 5--Year Futures December 2004 (Current
Notional Value of $111,375 per contract).................. 531 (333,999)
--- ---------
647 $(466,775)
=== =========
</Table>
5. PREFERRED SHARES
As of October 31, 2004, the Trust has outstanding 4,600 Auction Preferred Shares
("APS") in three series. Series A and B each contain 1,600 shares while Series C
contains 1,400 shares. Dividends are cumulative and the dividend rates are
generally reset every 7 days through an auction process. The average rate in
effect on October 31, 2004 was 1.435%. During the year ended October 31, 2004,
the rates ranged from .500% to 1.700%.
The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of "Preferred Share
Maintenance" expense in the Statement of Operations.
The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $25,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.
23
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued
6. INDEMNIFICATIONS
The Trust enters into contracts that contain a variety of indemnifications. The
Trust's maximum exposure under these arrangements is unknown. However, the Trust
has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.
24
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of Van Kampen Municipal Opportunity
Trust II
We have audited the accompanying statement of assets and liabilities of Van
Kampen Municipal Opportunity Trust II (the "Trust"), including the portfolio of
investments, as of October 31, 2004, 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 Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits. The Trust's financial highlights for the periods ended
prior to October 31, 2000 were audited by other auditors whose report, dated
December 6, 1999, expressed an unqualified opinion on those financial
highlights.
We conducted our audits in accordance with 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. Our procedures included confirmation of
securities owned as of October 31, 2004, by correspondence with the Trust's
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen Municipal Opportunity Trust II as of October 31, 2004, the results of its
operations for the year then ended, the changes in its net assets and the
financial highlights for the respective stated periods, in conformity with
accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 10, 2004
25
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
DIVIDEND REINVESTMENT PLAN
The Trust offers a dividend reinvestment plan (the "Plan") pursuant to which
Common Shareholders may elect to have dividends and capital gains distributions
reinvested in Common Shares of the Trust. The Trust declares dividends out of
net investment income, and will distribute annually net realized capital gains,
if any. Common Shareholders may join or withdraw from the Plan at any time.
If you decide to participate in the Plan, State Street Bank and Trust
Company, as your Plan Agent, will automatically invest your dividends and
capital gains distributions in Common Shares of the Trust for your account.
HOW TO PARTICIPATE
If you wish to participate and your shares are held in your own name, call
1-800-341-2929 for more information and a Plan brochure. If your shares are held
in the name of a brokerage firm, bank, or other nominee, you should contact your
nominee to see if it would participate in the Plan on your behalf. If you wish
to participate in the Plan, but your brokerage firm, bank or nominee is unable
to participate on your behalf, you should request that your shares be
re-registered in your own name which will enable your participation in the Plan.
HOW THE PLAN WORKS
Participants in the Plan will receive the equivalent in Common Shares valued
on the valuation date, generally at the lower of market price or net asset
value, except as specified below. The valuation date will be the dividend or
distribution payment date or, if that date is not a trading day on the national
securities exchange or market system on which the Common Shares are listed for
trading, the next preceding trading day. If the market price per Common Share on
the valuation date equals or exceeds net asset value per Common Share on that
date, the Trust will issue new Common Shares to participants valued at the
higher of net asset value or 95% of the market price on the valuation date. In
the foregoing situation, the Trust will not issue Common Shares under the Plan
below net asset value. If net asset value per Common Share on the valuation date
exceeds the market price per Common Share on that date, or if the Board of
Trustees should declare a dividend or capital gains distribution payable to the
Common Shareholders only in cash, participants in the Plan will be deemed to
have elected to receive Common Shares from the Trust valued at the market price
on that date. Accordingly, in this circumstance, the Plan Agent will, as agent
for the participants, buy the Trust's Common Shares in the open market for the
participants' accounts on or shortly after the payment date. If, before the Plan
Agent has completed its purchases, the market price exceeds the net asset value
per share of the Common Shares, the average per share purchase price paid by the
Plan Agent may exceed the net asset value
26
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
DIVIDEND REINVESTMENT PLAN continued
of the Trust's Common Shares, resulting in the acquisition of fewer Common
Shares than if the dividend or distribution had been paid in Common Shares
issued by the Trust. All reinvestments are in full and fractional Common Shares
and are carried to three decimal places.
Experience under the Plan may indicate that changes are desirable.
Accordingly, the Trust reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written notice of the
changes sent to all Common Shareholders of the Trust at least 90 days before the
record date for the dividend or distribution. The Plan also may be amended or
terminated by the Plan Agent by at least 90 days written notice to all Common
Shareholders of the Trust.
COSTS OF THE PLAN
The Plan Agent's fees for the handling of the reinvestment of dividends and
distributions will be paid by the Trust. However, each participant will pay a
pro rata share of brokerage commissions incurred with respect to the Plan
Agent's open market purchases in connection with the reinvestment of dividends
and distributions. No other charges will be made to participants for reinvesting
dividends or capital gains distributions, except for certain brokerage
commissions, as described above.
TAX IMPLICATIONS
You will receive tax information annually for your personal records and to
help you prepare your federal income tax return. The automatic reinvestment of
dividends and capital gains distributions does not relieve you of any income tax
which may be payable on dividends or distributions.
RIGHT TO WITHDRAW
Plan participants may withdraw at any time by calling 1-800-341-2929 or by
writing State Street Bank and Trust Company, P.O. Box 8200, Boston, MA
02266-8200. If you withdraw, you will receive, without charge, a share
certificate issued in your name for all full Common Shares credited to your
account under the Plan and a cash payment will be made for any fractional Common
Share credited to your account under the Plan. You may again elect to
participate in the Plan at any time by calling 1-800-341-2929 or writing to the
Trust at:
Van Kampen Funds Inc.
Attn: Closed-End Funds
2800 Post Oak Blvd.
Houston, TX 77056
27
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
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
CUSTODIAN AND TRANSFER AGENT
STATE STREET BANK AND TRUST COMPANY
c/o EquiServe
P.O. Box 43011
Providence, Rhode Island 02940-3011
LEGAL COUNSEL
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DELOITTE & TOUCHE LLP
180 North Stetson Avenue
Chicago, Illinois 60601
For federal income tax purposes, the following information is furnished with
respect to the distributions paid by the Trust during its taxable year ended
October 31, 2004. The Trust designated 98.9% of the income distributions as a
tax-exempt income distribution. In January, the Trust provides tax information
to shareholders for the preceding calendar year.
* "Interested persons" of the Trust, as defined in the Investment Company Act
of 1940, as amended.
28
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
RESULTS OF SHAREHOLDER VOTES
The Annual Meeting of the Shareholders of the Trust was held on June 23, 2004,
where shareholders voted on the election of trustees.
With regards to the election of the following trustees by the common
shareholders of the Trust:
<Table>
<Caption>
# OF SHARES
------------------------------
IN FAVOR WITHHELD
- ------------------------------------------------------------------------------------------
J. Miles Branagan......................................... 10,192,637 107,536
Linda Hutton Heagy........................................ 10,197,212 102,961
Mitchell M. Merin......................................... 10,201,007 99,165
Wayne W. Whalen........................................... 10,194,790 105,383
</Table>
With regards to the election of the following trustee by the preferred
shareholders of the Trust:
<Table>
<Caption>
# OF SHARES
----------------------------
IN FAVOR WITHHELD
- ------------------------------------------------------------------------------------------
Rod Dammeyer................................................ 3,942 80
</Table>
The other trustees of the Trust whose terms did not expire in 2004 are David C.
Arch, Jerry D. Choate, R. Craig Kennedy, Howard J Kerr, Jack E. Nelson, Richard
F. Powers, III, Hugo F. Sonnenschein and Suzanne H. Woolsey.
29
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
TRUSTEE AND OFFICER INFORMATION
The business and affairs of the Trust are managed under the direction of the
Trust's Board of Trustees and the Trust's officers appointed by the Board of
Trustees. The tables below list the trustees and executive officers of the Trust
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 TRUST SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
David C. Arch (59) Trustee Trustee Chairman and Chief 85 Trustee/Director/Managing
Blistex Inc. since 1993 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
Manufacturers'
Association.
J. Miles Branagan (72) Trustee Trustee Private investor. 83 Trustee/Director/Managing
1632 Morning Mountain Road since 2003 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>
30
<Table>
<Caption>
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
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 TRUST 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 2003 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.
</Table>
31
<Table>
<Caption>
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
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 TRUST SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
Rod Dammeyer (64) Trustee Trustee President of CAC, L.L.C., 85 Trustee/Director/Managing
CAC, L.L.C. since 1993 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., Ventana Medical
to February 2001, Vice Systems, Inc., and GATX
Chairman and Director of Corporation, and Trustee
Anixter International, of The Scripps Research
Inc., a global Institute and the
distributor of wire, University of Chicago
cable and communications Hospitals and Health
connectivity products. Systems. Prior to January
Prior to July 2000, 2004, Director of
Managing Partner of TeleTech Holdings Inc.
Equity Group Corporate and Arris Group, Inc.
Investment (EGI), a Prior to May 2002,
company that makes Director of Peregrine
private investments in Systems Inc. Prior to
other companies. February 2001, Director
of IMC Global Inc. Prior
to July 2000, Director of
Allied Riser
Communications Corp.,
Matria Healthcare Inc.,
Transmedia Networks,
Inc., CNA Surety, Corp.
and Grupo Azcarero Mexico
(GAM).
</Table>
32
<Table>
<Caption>
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
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 TRUST 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 2003 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 2003 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 (69) Trustee Trustee Prior to 1998, President 85 Trustee/Director/Managing
736 North Western Avenue since 1993 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 MUNICIPAL OPPORTUNITY TRUST II
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 TRUST 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 2003 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 (64) Trustee Trustee President Emeritus and 85 Trustee/Director/Managing
1126 E. 59th Street since 1994 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 Chief Communications 83 Trustee/Director/Managing
(62) since 2003 Officer of the National General Partner of funds
815 Cumberstone Road 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 MUNICIPAL OPPORTUNITY TRUST II
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 TRUST 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 2003; 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 MUNICIPAL OPPORTUNITY TRUST II
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 INTERESTED TRUSTEE TRUST 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 1993 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 MUNICIPAL OPPORTUNITY TRUST II
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 TRUST SERVED DURING PAST 5 YEARS
Stefanie V. Chang (38) 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 R. 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 Executive Director of Van Kampen Asset Management and Morgan
1 Parkview Plaza Officer and since 1999 Stanley Investment Management. Chief Financial Officer and
Oakbrook Terrace, IL 60181 Treasurer 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 since 2002 Stanley Investment Advisors Inc., and Morgan Stanley
New York, NY 10020 Chief Investment Investment Management Inc. and Director of Morgan Stanley
Officer 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.
Ronald E. Robison (65) Executive Vice Officer Principal Executive Officer of the Funds since May 2003.
1221 Avenue of the Americas President and since 2003 Chief Executive Officer and Chairman of Investor Services.
New York, NY 10020 Principal Executive Vice President and Principal Executive Officer of
Executive funds in the Fund Complex. Managing Director of Morgan
Officer 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.
</Table>
37
<Table>
<Caption>
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
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 TRUST SERVED DURING PAST 5 YEARS
John L. Sullivan (49) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza Officer since 1998 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.
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.
VOT ANR
12/04 RN04-02829P-Y10/04
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) The Trust has amended its Code of Ethics during the period covered by the
shareholder report presented in Item 1 hereto to delete from the end of the
following paragraph on page 2 of the Code the phrase "to the detriment of the
Fund.":
"Each Covered Officer must not use his personal influence or personal
relationship improperly to influence investment decisions or financial reporting
by the Fund whereby the Covered Officer would benefit personally (directly or
indirectly)."
Further, 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) Not applicable.
(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................... $29,480 N/A
NON-AUDIT FEES
AUDIT-RELATED FEES...... $370(2) $198,000(3)
TAX FEES................ $1,550(4) $0
ALL OTHER FEES.......... $0 $0
TOTAL NON-AUDIT FEES......... $1,920 $198,000
TOTAL........................ $31,400 $198,000
2003
REGISTRANT COVERED ENTITIES(1)
AUDIT FEES................... $27,574 N/A
NON-AUDIT FEES
AUDIT-RELATED FEES...... $370(2) $230,000(3)
TAX FEES................ $1,500(4) $0
ALL OTHER FEES.......... $0 $0
TOTAL NON-AUDIT FEES......... $1,870 $230,000
TOTAL........................ $29,444 $230,000
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 agreed upon procedures provided
that are reasonably related to the performance of the audit of
the financial statements of the Registrant.
(3) 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.
(4) Tax Fees represent tax advice and compliance services provided
in connection with the review of the Registrant's tax.
(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 AND AMENDED MAY 26, 2004(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).
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
- --------
(1) This Joint Audit Committee Audit and Non-Audit Services Pre-Approval
Policy and Procedures (the "Policy"), amended as of the date above,
supercedes and replaces all prior versions that may have been
amended 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.
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 Audit services in Appendix
B.1. All other Audit services not listed in Appendix B.1 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).
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 Audit-related services in
Appendix B.2. All other Audit-related services not listed in Appendix B.2 must
be specifically pre-approved by the Audit Committee (or by any member of the
Audit Committee to which pre-approval has been delegated).
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 Tax Services in Appendix B.3. All Tax services involving large
and complex transactions not listed in Appendix B.3 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).
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 All Other services in Appendix
B.4. Permissible All Other services not listed in Appendix B.4 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).
A list of the SEC's prohibited non-audit services is attached to this
policy as Appendix B.5. 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.
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. A sample report is included as Appendix
B.7. 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 Asset Management
- Van Kampen Advisors Inc.
- Van Kampen Funds Inc.
- Van Kampen Investor Services Inc.
- Morgan Stanley Investment Management Inc.
- Morgan Stanley Trust Company
- Morgan Stanley Investment Management Ltd.
- Morgan Stanley Investment Management Company
- Morgan Stanley Asset & Investment Trust Management Company Ltd.
(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
(included herein).
(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.
(a) The Trust has a separately-designated standing audit committee established
in accordance with Section 3(a)(58)(A) of the Exchange Act whose members are:
Craig Kennedy, Jerry Choate and Rod Dammeyer.
(b) 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.
The Trust invests in exclusively non-voting securities and therefore this item
is not applicable to the Trust.
Item 8. Purchase 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 Municipal Opportunity Trust II
By: /s/ Ronald E. Robison
---------------------
Name: Ronald E. Robison
Title: Principal Executive Officer
Date: December 14, 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: December 14, 2004
By: /s/ James M. Dykas
------------------
Name: James M. Dykas
Title: Principal Financial Officer
Date: December 14, 2004