Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
September 6, 2005
Mr. Larry Greene
Mr. Jim Campbell
Mr. Kevin Rupert
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Van Kampen Municipal Opportunity Trust--
Registration Statement on Form N-14
(the "Registration Statement")
(File Nos. 333-126305 and 811-06567)
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Dear Messrs. Greene, Campbell and Rupert:
Thank you for your additional telephonic comments to the Registration
Statement on Form N-14 for Van Kampen Municipal Opportunity Trust (the
"Acquiring Fund" or the "Registrant"), filed with the Securities and Exchange
Commission (the "Commission") in connection with the proposed reorganization
(the "Reorganization") of Van Kampen Advantage Municipal Income Trust (the
"Target Fund") into the Acquiring Fund. On behalf of the Acquiring Fund, we have
summarized your comments to the best of our understanding, below which we have
provided our response to those comments. We have not included comments which we
resolved in the course of our conference calls with you. Where changes were
necessary in response to your comments, they will be reflected in the final
proxy statement/prospectus and/or Statement of Additional Information (the
"SAI") filed with the Commission pursuant to Rule 497 of the General Rules and
Regulations under the Securities Act of 1933, as amended. The Target Fund and
the Acquiring Fund are referred to herein collectively as the "Funds."
COMMENTS TO THE JOINT PROXY STATEMENT/PROSPECTUS
COMMENT 1. UNDER "PROPOSAL 1--COMPARISON OF THE FUNDS--OTHER INVESTMENT
PRACTICES AND POLICIES--STRATEGIC TRANSACTIONS," PROVIDE
ADDITIONAL DISCLOSURE REGARDING EACH FUND'S COMPLIANCE WITH
APPLICABLE REGULATORY REQUIREMENTS WHEN IMPLEMENTING STRATEGIC
TRANSACTIONS.
Response 1. The Funds have provided the following additional disclosure at
the end of the first paragraph of this section:
"..., including the maintenance of cash and/or liquid
securities in segregated accounts when mandated by
SEC rules."
COMMENT 2. CLARIFY YOUR RESPONSE TO OUR INITIAL COMMENT REQUESTING
ADDITIONAL DISCLOSURE REGARDING CAPITAL LOSS CARRYFORWARDS, IF
APPLICABLE.
Response 2. Neither Fund has a material amount of capital loss
carryforwards. Therefore, the Funds do not believe disclosure
regarding capital loss carryforwards is necessary.
ACCOUNTING COMMENTS
COMMENT 3. WITH RESPECT TO THE FEE TABLE UNDER "SUMMARY--PROPOSAL 1:
REORGANIZATION OF THE TARGET FUND," DISCLOSE THE REASON FOR
THE DIFFERENCES IN THE INVESTMENT ADVISORY FEE FOR THE FUNDS
ON AN ACTUAL AND PRO FORMA BASIS.
Response 3. The Funds have replaced the second sentence in footnote (d) to
the fee table with the following:
"As noted in the table, advisory fees are stated as a
percentage of net assets attributable to Common
Shares only. If assets attributable to Preferred
Shares were included, the advisory fees would be
0.55% for each Fund and the Acquiring Fund on a pro
forma basis. Thus, while each Fund has the same
advisory fee rate, the differences in advisory fees
in the table reflect the relative leverage ratios for
each Fund and the Acquiring Fund on a pro forma
basis. The proposed Reorganization is intended to
combine the Funds with their existing capital
structures, which will result in a weighted combined
leverage ratio that each Fund's Board and management
believe is within an appropriate range under current
market conditions; the combined fund may consider
changes in its leverage ratio based on varying market
conditions in the future. See also the section
entitled 'Proposal 1: Reorganization of the Target
Fund--Comparison of the Funds--Capitalization.'"
COMMENT 4. WITH RESPECT TO THE CAPITALIZATION TABLE UNDER "PROPOSAL 1--
COMPARISON OF THE FUNDS--CAPITALIZATION," DISCLOSE THE REASON
FOR THE DIFFERENCES IN NET ASSET VALUE PER COMMON SHARE FOR
THE FUNDS ON AN ACTUAL AND PRO FORMA BASIS.
Response 4. The Funds have added the second footnote to the last entry in
the last row of the table, which explains that the entry
"[r]eflects a non-recurring cost associated with the
Reorganization of approximately $444,000...."
COMMENT 5. WITH RESPECT TO THE PROPOSED REORGANIZATION, PROVIDE A MORE
DETAILED ANALYSIS OF ISSUES RAISED BY THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION IN NORTH AMERICAN SECURITY
TRUST (PUBL. AVAIL. AUG. 5, 1994) ("NORTH AMERICAN").
Response 5. The Funds' analysis of North American has been revised and
filed as a separate correspondence.
COMMENT 6. EXPLAIN SUPPLEMENTALLY THE BASIS FOR THE CHOICE OF JANUARY 31,
2005 AS THE DATE FOR THE PRO FORMA FINANCIAL STATEMENTS
ATTACHED AS APPENDIX J TO THE SAI AS OPPOSED TO APRIL 30,
2005, THE FUNDS' SEMI-ANNUAL REPORTING PERIOD.
Response 6. The Board of Trustees of 28 Van Kampen closed-end funds
(including the Funds) approved 17 reorganizations (including
the Reorganization) on February 3, 2005. Shortly thereafter, a
filing schedule was created which split these 17
reorganizations into three waves. The Reorganization was part
of the third wave, which was expected to file in June, with an
expected effectiveness date in July. Because the expected
effectiveness date was more than 245 days from the end of
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the Funds' most recent fiscal year end (October 31, 2004),
pursuant to Rule 11-02(c)(1) and Rule 3-18(c) of Regulation
S-X, it was determined that pro forma financial statements
would have to be prepared for an interim date within 245 days
of the expected effectiveness date.
In February 2005, when the interim date was chosen, the Funds
anticipated that the initial filing (which would include the
pro forma financial statements) would be made in mid-June
2005, prior to the date when the semi-annual financial
statements for the Funds were required to be prepared and
filed with the SEC. Given the SEC's desire that pro forma
financial statements be included in initial filings, it was
determined that the pro forma financial statements would be
prepared for the Funds' quarterly period ending January 31,
2005.
The Funds believe that this decision was a reasonable approach
under the circumstances. The Funds understand and acknowledge
the staff's comment that pro forma financial statements should
ordinarily be presented as of the annual or semi-annual
financial period. However, the Funds believe that, were they
to be required to update their pro forma financial statements,
the Reorganization would be delayed and the costs of the
Reorganization (which are borne by shareholders of the Funds)
would increase with no discernible benefit to shareholders.
Management has considered the financial position of each Fund
as of January 31, 2005 and April 30, 2005 and recommends
adding the following disclosure prior to the first use of pro
forma financial information in the Joint Proxy
Statement/Prospectus:
Based on the anticipated timing of the
Reorganization, the pro forma financial information
presented herein and in the Reorganization Statement
of Additional Information was prepared based on each
Fund's first fiscal quarter ended January 31, 2005.
Each Fund has subsequently prepared and filed
financial statements for the semi-annual period ended
April 30, 2005. Management has considered the later
financial statements and does not believe there were
material changes in the relative financial positions
of the Funds such that it was necessary to update the
pro forma financial information.
Finally, the Funds note that their financial statements for
the semi-annual financial period ended April 30, 2005 are
incorporated by reference into the Joint Proxy
Statement/Prospectus and are attached as appendices to the
Reorganization Statement of Additional Information.
* * *
In connection with the effectiveness of the Registration
Statement, the Registrant acknowledges that the disclosure included in the
Registration Statement is the responsibility of the Registrant. The Registrant
further acknowledges that the action of the Commission or the staff acting
pursuant to delegated authority in reviewing the Registration Statement does not
relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosures in the Registration Statement; and that the
Registrant will not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
Should you have any questions concerning our responses to your comments, please
direct them to Christopher Rohrbacher at (312) 407-0940 or the undersigned at
(312) 407-0863.
Sincerely,
/s/ Charles B. Taylor
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