Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
September 6, 2005
Kevin Rupert
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C., 20549
RE: Van Kampen Advantage Municipal Income Trust II
Form N-14 (File No. 333-126299)
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Dear Mr. Rupert:
Van Kampen Advantage Municipal Income Trust II (File No. 811-07868) has
filed a registration statement on Form N-14 with respect to the proposed
reorganizations of Van Kampen Municipal Opportunity Trust II and Van Kampen
Value Municipal Income Trust into Van Kampen Advantage Municipal Income Trust II
(the "Proposed Reorganizations"). I write in response to your request that we
address, with respect to the Proposed Reorganizations, any issues raised by the
staff of the Securities and Exchange Commission in North American Security Trust
(publ. avail. Aug. 5, 1994) ("North American").
In North American, North American Security Trust ("NAST"), a registered
investment company with a number of separate investment portfolios organized as
series of NAST, had reorganized three existing funds into a newly created fund,
and NAST sought the staff's position on whether the newly created fund could
advertise the performance record of one of the predecessor target funds. This
fact pattern materially differs from the fact pattern presented in the Proposed
Reorganizations of Van Kampen Municipal Opportunity Trust II (the "Municipal
Opportunity Trust II") and Van Kampen Value Municipal Income Trust ("Value
Municipal Income Trust") (collectively, the "Target Funds") into Van Kampen
Advantage Municipal Income Trust II (the "Acquiring Fund"). In North American,
the acquiring fund was a newly created fund with no historical performance
record that was seeking to advertise the historical performance of one of the
three target
Kevin Rupert
September 6, 2005
Page 2
funds. In the Proposed Reorganizations, however, the Acquiring Fund is an
existing, operating fund which intends going forward to advertise only its own
historical performance and does not seek to advertise performance information of
the Target Funds. Thus, North American on its face does not apply to the present
situation.
Notwithstanding this conclusion, we also believe an analysis of the factors
enumerated by the staff in North American does not preclude the surviving
Acquiring Fund in the Proposed Reorganizations from using its historical
performance record going forward. In North American, the staff stated that the
surviving fund in the reorganization could carry forward the performance record
of the predecessor target fund that most "closely resembles" the surviving fund.
The staff indicated that in determining which predecessor fund most closely
resembles the surviving fund, the following factors, among others, should be
considered: 1) the similarity of the investment advisers of the funds; 2) the
investment objectives, policies and restrictions of each fund; 3) the net asset
level of each fund; 4) the expense structure and expense ratio of each fund; and
5) the portfolio composition of each fund. We address each of these factors in
turn below:
1) The investment adviser to each Fund is Van Kampen Asset Management (the
"Adviser"). Each Fund is managed by the same members of the Adviser's Municipal
Fixed Income team. The surviving fund will continue to be managed by the same
members of this team.
2) Each Fund seeks to provide common shareholders with a high level of
current income exempt from federal income tax, consistent with preservation of
capital, by investing substantially all of its assets in municipal securities
rated investment grade at the time of investment. The surviving fund will
continue to pursue this investment objective. While the Funds' other investment
policies and investment restrictions are similar, the surviving fund will
continue to comply with the Acquiring Fund's investment policies and investment
restrictions.
3) As of January 31, 2005, Municipal Opportunity Trust II had net assets
(including assets attributable to preferred shares) of approximately $294.7
million, Value Municipal Income Trust had net assets (including assets
attributable to preferred shares) of approximately $599.3 million, and the
Acquiring Fund had net assets (including assets attributable to preferred
shares) of approximately $203.2 million.
4) The expense structures of the Funds are identical. Each Fund pays the
Adviser a monthly management fee at the annual rate of 0.55% of such Fund's
average daily net assets, including assets attributable to preferred shares, and
the surviving fund will maintain this expense structure.
Kevin Rupert
September 6, 2005
Page 3
5) Under normal market conditions, each Fund invests substantially all of
its assets in municipal securities rated investment grade at the time of
investment. The portfolio composition of the surviving fund will continue to be
that of the Acquiring Fund.
This analysis of the factors set forth in North American demonstrates that
the Funds are substantially similar but does not suggest that any one of the
Funds is the logically superior choice to be the surviving fund. In the absence
of such a choice, management determined that, consistent with its practice in
prior reorganizations, the Fund with the consistently lowest discount to net
asset value would be the surviving fund. Accordingly, the Acquiring Fund, which
over the last ten months has had a consistently lower discount to net asset
value than the Target Funds, was chosen to be the surviving fund.
After completion of the Proposed Reorganizations, the surviving fund will
closely resemble the Acquiring Fund. Although the Acquiring Fund is not the
largest fund in terms of net assets, the surviving fund will be managed by the
Acquiring Fund's portfolio management team, will maintain the Acquiring Fund's
expense structure, will continue to pursue the Acquiring Fund's investment
objective and policies and will hold a portfolio that is substantially similar
to that of the Acquiring Fund. Accordingly, it is appropriate for the surviving
fund to carry forward the historical performance record of the Acquiring Fund.
Should the staff have any additional questions regarding this issue, please
contact the undersigned at (312) 407-0940 or Charles B. Taylor at (312)
407-0863.
Sincerely,
Christopher M. Rohrbacher