Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
January 25, 2008
Mr. Larry Greene
Securities and Exchange Commission
Office of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: Van Kampen Tax Free Trust --
Post-Effective Amendment No. 57 to the
Registration Statement on Form N-1A
(the "Registration Statement")
(File Nos. 002-99715 and 811-04386)
-----------------------------------
Dear Mr. Greene:
Thank you for your telephonic comments regarding Post-Effective Amendment
No. 57 to the Registration Statement on Form N-1A for Van Kampen Tax Free Trust
(the "Registrant), filed with the Securities and Exchange Commission (the
"Commission") on November 30, 2007 pursuant to Rule 485(a) of the General Rules
and Regulations of the Commission promulgated under the Securities Act of 1933,
as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act") (the "General Rules and Regulations"). On behalf of the
Registrant, we have summarized your comments to the best of our understanding,
below which we have provided our response to those comments. Where changes were
necessary in response to your comments, they are reflected in Post-Effective
Amendment No. 58 to the Registrant's Registration Statement on Form N-1A, which
will be filed pursuant to Rule 485(b) of the General Rules and Regulations via
EDGAR on or about January 25, 2008.
COMMENTS TO THE STATEMENT OF ADDITIONAL INFORMATION:
COMMENT 1 PLEASE CONFIRM THAT THE REGISTRANT FILED VIA EDGAR REPORTS WITH
RESPECT TO THE FIDELITY BOND COVERAGE REQUIRED BY RULE 17g-1 UNDER
THE 1940 ACT FOR 2005.
Response 1 According to the Registrant's records, the Registrant filed with the
Commission a paper version of its fidelity bond for 2005.
COMMENT 2 RULE 35d-1(a)(4) UNDER THE 1940 ACT REQUIRES A FUND WHOSE NAME
SUGGESTS THAT ITS DISTRIBUTIONS ARE EXEMPT FROM FEDERAL INCOME TAX
OR FROM BOTH FEDERAL AND STATE INCOME TAX TO ADOPT A FUNDAMENTAL
POLICY "(i) TO INVEST, UNDER NORMAL CIRCUMSTANCES, AT LEAST 80% OF
THE VALUE OF ITS ASSETS IN
INVESTMENTS THE INCOME FROM WHICH IS EXEMPT, AS APPLICABLE, FROM
FEDERAL INCOME TAX OR FROM BOTH FEDERAL AND STATE INCOME TAX; OR
(ii) TO INVEST, UNDER NORMAL CIRCUMSTANCES, ITS ASSETS SO THAT AT
LEAST 80% OF THE INCOME THAT IT DISTRIBUTES WILL BE EXEMPT, AS
APPLICABLE, FROM FEDERAL INCOME TAX OR FROM BOTH FEDERAL AND STATE
INCOME TAX." PLEASE CONFIRM THAT EACH SERIES OF THE REGISTRANT WHOSE
NAME SUGGESTS THAT ITS DISTRIBUTIONS ARE EXEMPT FROM FEDERAL INCOME
TAX OR FROM BOTH FEDERAL AND STATE INCOME TAX COMPLIES WITH SUCH
RULE.
Response 2 The Registrant confirms that each of its series whose name suggests
that its distributions are exempt from federal income tax or from
both federal and state income tax complies with Rule 35d-1(a)(4)
under the 1940 Act.
COMMENT 3 PLEASE CONFIRM THAT ALL OF THE FINANCIAL INFORMATION CONTAINED IN
THE REGISTRATION STATEMENT COMPLIES WITH SECTION 10(a)(3) UNDER THE
1933 ACT.
Response 3 The Registrant confirms that all of the financial information
contained in Post-Effective Amendment No. 58 to the Registrant's
Registration Statement on Form N-1A, which will be filed pursuant to
Rule 485(b) of the General Rules and Regulations via EDGAR on or
about January 25, 2008, will comply with Section 10(a)(3) under the
1933 Act.
COMMENT 4 IN THE FIFTH PARAGRAPH OF THE SECTION ENTITLED "INVESTMENT
OBJECTIVES, INVESTMENT STRATEGIES AND RISKS -- MUNICIPAL
SECURITIES," THE REGISTRANT STATES THAT ONE OF ITS SERIES, VAN
KAMPEN MUNICIPAL INCOME FUND, MAY INVEST "IN DERIVATIVE VARIABLE
RATE MUNICIPAL SECURITIES SUCH AS INVERSE FLOATERS..." IF SUCH FUND
INTENDS TO INVEST IN INVERSE FLOATING RATE OBLIGATIONS THAT ARE TO
BE ACCOUNTED FOR AS SECURED BORROWINGS, PLEASE ADD RELEVANT
DISCLOSURE.
Response 4 The requested disclosure is located in Van Kampen Municipal Income
Fund's prospectus in footnote 9 to the table entitled "Annual Fund
Operating Expenses," which is in the section entitled "Fees and
Expenses of the Fund." Thus, the Registrant does not believe that
additional disclosure is necessary.
COMMENT 5 IN THE SECTION ENTITLED "INVESTMENT OBJECTIVES, INVESTMENT
STRATEGIES AND RISKS -- INSURANCE -- GENERAL," PLEASE ADD ANY
ADDITIONAL NECESSARY DISCLOSURE REGARDING THE POSSIBILITY THAT AN
INSURER OF A MUNICIPAL SECURITY PURCHASED BY ONE OF THE SERIES OF
THE REGISTRANT MIGHT SUFFER A DOWNGRADE OF ITS CLAIMS-PAYING ABILITY
BY A RATING AGENCY OR MIGHT NOT BE ABLE TO HONOR ITS OBLIGATIONS
UNDER ALL CIRCUMSTANCES.
Response 5 The Fund notes that the requested disclosure is currently in the
section referenced however, the Fund has added additional
disclosure.
COMMENT 6 IN THE SECTION ENTITLED "STATE SPECIFIC CONSIDERATIONS -- SPECIAL
RISK CONSIDERATIONS RELATING TO CALIFORNIA MUNICIPAL SECURITIES,"
PLEASE MAKE ANY NECESSARY UPDATES TO THE INFORMATION CONTAINED
THEREIN.
Response 6 The Registrant will update such section in Post-Effective Amendment
No. 58 to the Registrant's Registration Statement on Form N-1A,
which will be filed pursuant to Rule 485(b) of the General Rules and
Regulations via EDGAR on or about January 25, 2008.
COMMENT 7 IN THE SECTION ENTITLED "STRATEGIC TRANSACTIONS -- OPTIONS," PLEASE
CLARIFY ANY LIMITS IMPOSED ON THE ABILITY OF EACH SERIES OF THE
REGISTRANT TO INVEST IN FUTURES CONTRACTS AND OPTIONS ON FUTURES
CONTRACTS.
Response 7 Each series of the Registrant, except Van Kampen New York Tax Free
Income, has a policy to invest 80% of its net assets in municipal
securities; Van Kampen New York Tax Free Income Fund has a policy to
invest 80% of its net assets in New York municipal securities.
Therefore, all of the series' other investments, including any
derivative investments, combined could not exceed 20% of each
series' assets. The Registrant is not aware of any requirement
mandating that such limits be disclosed in a Fund's registration
statement when such investments are not principal investment
strategies nor principal investment risks and the Registrant does
not believe that disclosure of any limits would be particularly
helpful given each series' 80% policy. The Registrant respectfully
submits that no additional disclosure is necessary.
COMMENT 8 PLEASE CONFIRM THAT THE PROSPECTUS OF EACH SERIES OF THE REGISTRANT
CONTAINS THE SUBSTANCE OF THE INFORMATION LOCATED IN THE SECTION
ENTITLED "STRATEGIC TRANSACTIONS -- COMBINED TRANSACTIONS."
Response 8 As entering into combined derivative transactions is not a principal
investment strategy of any of the series of the Registrant, the
Registrant respectfully submits that no additional disclosure
related to such transactions is necessary in any of its series'
prospectuses.
COMMENT 9 THE SECTION ENTITLED "INVESTMENT RESTRICTIONS" EXPLAINS THAT THE
CALIFORNIA INSURED TAX FREE FUND HAS A FUNDAMENTAL INVESTMENT
RESTRICTION THAT IT SHALL NOT: "SELL ANY SECURITIES 'SHORT,' WRITE,
PURCHASE OR SELL PUTS, CALLS OR COMBINATIONS THEREOF, OR PURCHASE OR
SELL INTEREST RATE OR OTHER FINANCIAL FUTURES CONTRACTS OR INDEX
CONTRACTS OR OPTIONS ON FUTURES CONTRACTS, EXCEPT AS HEDGING
TRANSACTIONS IN ACCORDANCE WITH THE REQUIREMENTS OF THE SEC AND THE
CFTC." EACH OTHER SERIES OF THE REGISTRANT HAS A SIMILAR FUNDAMENTAL
INVESTMENT RESTRICTION. PLEASE SUPPLEMENTALLY EXPLAIN THE MEANING OF
THE CLAUSE "...EXCEPT AS HEDGING TRANSACTIONS IN ACCORDANCE WITH THE
REQUIREMENTS OF THE SEC AND THE CFTC."
Response 9 At the time the Board of Trustees of each series of the Registrant
adopted the series' fundamental investment restrictions, the CFTC
had certain requirements related to the use of futures contracts by
investment companies. The Board of Trustees recognized that such
requirements might change over time, and that the Commission may
choose to add its own requirements related to the use of futures
contracts or other derivative instruments. Accordingly, the clause
was drafted in such a way so as to allow each series of the
Registrant to adapt to any changes in requirements by the CFTC
and/or the Commission without having to obtain shareholder approval
to amend the fundamental investment restriction in question.
COMMENT 10 WITH RESPECT TO THE LITIGATION DISCLOSED IN THE SECTION ENTITLED
"INVESTMENT ADVISORY AGREEMENT -- LITIGATION INVOLVING THE ADVISER,"
PLEASE CONFIRM THAT THE REGISTRANT AND/OR ANY AFFILIATED PERSONS
THEREOF HAVE FILED ALL OF THE DOCUMENTS REQUIRED BY SECTION 33 OF
THE 1940 ACT.
Response 10 The Registrant is not aware that any Section 33 filings have been
made with respect to the litigation referenced; however, if
necessary, the Registrant will make such filings as soon as
practicable.
* * *
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 Alice Gerstel at (212) 296-6992 or the undersigned at
(312) 407-0863.
Sincerely,
/s/ Charles B. Taylor