As filed with the Securities and Exchange Commission on February 16, 2006
Securities Act File No. 333-126299
Investment Company Act File No. 811-7868
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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 ADVANTAGE MUNICIPAL INCOME TRUST II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
(800) 341-2929
(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 and the Statement of Additional
Information in the form filed on September 7, 2005 pursuant to Rule 497 of the
General Rules and Regulations under the Securities Act of 1933, as amended, are
incorporated herein by reference.
This amendment is being filed in order to file, as Exhibit 12 to this
Registration Statement, the tax opinions 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 Advantage Municipal
Income Trust II (the "Registrant") on Form N-14 under the Securities Act of 1933
and the Investment Company Act of 1940 (File Nos. 333-126299 and 811-7868) as
filed with the Securities and Exchange Commission on August 10, 2005, which
information is incorporated herein by reference.
ITEM 16. EXHIBITS
1. (a) Declaration of Trust of the Registrant and amendments thereto+++
(b) Certificate of Vote Establishing Preferred Shares+++
2. Bylaws of the Registrant and amendments thereto+++
3. Not applicable
4. Form of Agreement and Plan of Reorganization++
5. (a) Specimen share certificate for common shares of the
Registrant+++
(b) Specimen share certificate for preferred shares of the
Registrant+++
6. Investment Advisory Agreement and amendment thereto+++
7. Not Applicable
8. (a) Form of Amended and Restated Deferred Compensation Plan+++
(b) Form of Retirement Plan for Each Closed End Fund+++
9. Custodian Contract and amendments thereto+++
10. Not Applicable
11. Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
LLP+++
12.(a) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
to Registrant's acquisition of Van Kampen Value Municipal Income
Trust+
(b) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
to Registrant's acquisition of Van Kampen Municipal Opportunity
Trust II+
13.(a) Transfer Agency and Service Agreement+++
(b) Auction Agency Agreement+++
(c) Form of Broker-Dealer Agreement+++
(d)(i) Letter of Representation+++
(ii) Form of Letter of Representation+++
(e) Fund Accounting Agreement and amendment thereto+++
(f) Amended and Restated Legal Services Agreement+++
14. Consent of independent registered public accounting firm for the
Registrant and the Target Funds+++
15. Not Applicable
16. Power of Attorney+
17.(a) Code of Ethics of the Investment Adviser+++
(b) Code of Ethics of the Funds+++
(c) Proxy cards for the Target Funds+++
(d) Proxy card for the Acquiring Fund+++
+ Filed herewith.
++ Filed as Appendix A to the Statement of Additional Information and
incorporated herein by reference to Registrant's Registration Statement on
Form N-14 as filed via EDGAR on June 30, 2005.
+++ Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14, File Nos. 333-126299 and 811-7868,
filed August 10, 2005.
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.
C-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 State of New York, on February 16, 2006.
VAN KAMPEN ADVANTAGE MUNICIPAL 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
C-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
C-3
SCHEDULE OF EXHIBITS TO FORM N-14
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
Exhibit
- -------
12(a) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
to Registrant's acquisition of Van Kampen Value Municipal Income
Trust
(b) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
to Registrant's acquisition of Van Kampen Municipal Opportunity
Trust II
16 Power of Attorney