As filed with the Securities and Exchange Commission on February 16, 2006
Securities Act File No. 333-123443
Investment Company Act File No. 811-05769
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO.
[X] POST-EFFECTIVE AMENDMENT NO. 1
(CHECK APPROPRIATE BOX OR BOXES)
VAN KAMPEN HIGH INCOME TRUST II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
(800) 847-2424
(AREA CODE AND TELEPHONE NUMBER)
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
AMY R. DOBERMAN, ESQ.
MANAGING DIRECTOR
VAN KAMPEN INVESTMENTS INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPIES TO:
CHARLES B. TAYLOR, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
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EXPLANATORY NOTE
The Joint Proxy Statement/Prospectus in the form filed on May 11, 2005
pursuant to Rule 497 of the General Rules and Regulations under the Securities
Act of 1933, as amended, and the Statement of Additional Information included in
Pre-Effective Amendment No. 1 to the Registration Statement (File Nos.
333-123443 and 811-05769) as filed on May 5, 2005 are incorporated herein by
reference.
This amendment is being filed in order to file, as Exhibit 12 to this
Registration Statement, the tax opinion of Skadden, Arps, Slate, Meagher & Flom
LLP, tax counsel for the Registrant, and to file, as Exhibit 16 to this
Registration Statement, a power of attorney executed by certain officers of the
Registrant and each of the current members of the Registrant's Board of
Trustees.
PART C: OTHER INFORMATION
ITEM 15. INDEMNIFICATION
There has been no change in the information set forth in Item 15 of the
most recently filed Registration Statement of Van Kampen High Income Trust II
(the "Registrant") on Form N-14 under the Securities Act of 1933 and the
Investment Company Act of 1940 (File Nos. 333-123433 and 811-05769) as filed
with the Securities and Exchange Commission on May 5, 2005, which information is
incorporated herein by reference.
ITEM 16. EXHIBITS
1. (a) Declaration of Trust and amendments thereto of the Registrant++
(b) Certificate of Vote Establishing Preferred Shares and amendments
thereto+++
2. Bylaws of the Registrant++
3. Not applicable
4. Form of Agreement and Plan of Reorganization++++
5. (a) Form of specimen share certificate for Common Shares of the
Registrant++
(b) Form of specimen share certificate for APS of the Registrant++
6. Investment Advisory Agreement between the Registrant and Van
Kampen Asset Management++
7. Not Applicable
8. (a) Form of Trustee Deferred Compensation Plan++
(b) Form of Trustee Retirement Plan++
9. Custodian Contract and amendments thereto++
10. Not Applicable
11. Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
LLP++
12. Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP+
13. (a) Transfer Agency Agreement++
(b) Auction Agency Agreement++
(c) Form of Broker-Dealer Agreement++
(d) (i) Letter of Representation++
(ii) Form of Letter of Representations++
(e) Support Services Agreement++
(f) Fund Accounting Agreement and amendments thereto++
(g) Amended and Restated Legal Services Agreement++
14. Consent of independent registered public accounting firm++
15. Not Applicable
16. Power of Attorney+
17. (a) Code of Ethics of Investment Adviser++
(b) Code of Ethics of the Funds++
99. (a) Form of Proxy card for the Target Fund++
(b) Form of Proxy card for the Registrant++
+ Filed herewith.
++ Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14, File Nos. 333-123443 and
811-05769, filed May 5, 2005.
+++ Filed as Appendix B to the Reorganization Statement of Additional
Information, which has been incorporated herein by reference.
++++ Filed as Appendix A to the Reorganization Statement of Additional
Information, which has been incorporated herein by reference.
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through use of a prospectus which is part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the
reoffering prospectus will contain information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of securities at
that time shall be deemed to be the initial bona fide offering of them.
CC-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, and the Sate of New York, on February 16, 2006.
VAN KAMPEN HIGH INCOME TRUST II
By: /s/ Stefanie V. Chang Yu
------------------------------------
Stefanie V. Chang Yu
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURES TITLE
---------- -----
Principal Executive Officer:
/s/ Ronald E. Robison* President and
- ------------------------------------------- Principal Executive Officer
Ronald E. Robison
Principal Financial Officer:
/s/ Phillip G. Goff*
- ------------------------------------------- Chief Financial
Phillip G. Goff Officer and Treasurer
Trustees:
/s/ David C. Arch* Trustee
- -------------------------------------------
David C. Arch
/s/ Jerry D. Choate* Trustee
- -------------------------------------------
Jerry D. Choate
/s/ Rod Dammeyer* Trustee
- -------------------------------------------
Rod Dammeyer
CC-2
/s/ Linda Hutton Heagy* Trustee
- -------------------------------------------
Linda Hutton Heagy
/s/ R. Craig Kennedy* Trustee
- -------------------------------------------
R. Craig Kennedy
/s/ Howard J Kerr* Trustee
- -------------------------------------------
Howard J Kerr
/s/ Jack E. Nelson* Trustee
- -------------------------------------------
Jack E. Nelson
/s/ Hugo F. Sonnenschein* Trustee
- -------------------------------------------
Hugo F. Sonnenschein
/s/ Wayne W. Whalen* Trustee
- -------------------------------------------
Wayne W. Whalen
/s/ Suzanne H. Woolsey* Trustee
- -------------------------------------------
Suzanne H. Woolsey
* Signed by Stefanie V. Chang Yu pursuant to a power of attorney filed herewith.
/s/ Stefanie V. Chang Yu February 16, 2006
- -------------------------------------------
Stefanie V. Chang Yu
Attorney-in-Fact
CC-3
Schedule Of Exhibits Post-Effective Amendment Filing No. 1 To Form N-14
Van Kampen High Income Trust II
12 Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP
16 Power of Attorney