Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
June 27, 2008
Mr. Larry Greene
Securities and Exchange Commission
Office of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: Van Kampen Equity Trust II-
Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A
(the "Registration Statement")
(File Nos. 333-75493 and 811-9279)
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Dear Mr. Greene:
Thank you for your telephonic comments regarding
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A for
Van Kampen Equity Trust II, on behalf of its series, Van Kampen Core Growth Fund
(the "Fund"), filed with the Securities and Exchange Commission (the
"Commission") on April 15, 2008 pursuant to Rule 485(a) of the of the General
Rules and Regulations of the Commission promulgated under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended (the "1940
Act") (the "General Rules and Regulations"). On behalf of the Fund, 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. 24
to the Fund'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 June
27, 2008.
COMMENTS TO THE PROSPECTUS:
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COMMENT 1 TO COMPLY WITH THE PLAIN ENGLISH REQUIREMENT, PLEASE ENSURE
THAT THERE IS NO DISCLOSURE IN ALL CAPITAL LETTERS.
Response 1 The Fund has ensured that there is no disclosure in all
capital letters.
COMMENT 2 IN THE SECOND PARAGRAPH ON THE OUTSIDE FRONT COVER OF THE
PROSPECTUS, THE REFERENCE TO "ANY STATE REGULATOR" IN THE RULE
481 STATEMENT MAY BE DELETED IF THE FUND SO DESIRES.
Response 2 The Fund acknowledges the comment and opts to include the
reference.
COMMENT 3 IN THE FIRST PARAGRAPH IN THE SECTION ENTITLED "RISK/RETURN
SUMMARY -- PRINCIPAL INVESTMENT STRATEGIES," PLEASE DISCLOSE
THE PERCENTAGE LIMITATION ON THE FUND'S INVESTMENTS IN
DERIVATIVES.
Response 3 The Fund submits that it currently has a policy to invest
primarily in equity securities of large capitalization
companies, and therefore, the combination of all categories of
investments that do not comprise "equity securities of large
capitalization companies" is therefore limited. Although the
Fund does not have a specific rule as to what constitutes
"primarily," the Fund believes that the industry and investors
generally understand that term to mean approximately 65% of a
fund's assets, therefore investments in categories other than
equity securities of large capitalization companies would be
limited to approximately 35% of the Fund's assets. The Fund
respectfully believes that this is evident to shareholders in
the current disclosure and does not believe that additional
disclosure is necessary.
COMMENT 4 PLEASE REVISE THE SECTION ENTITLED "FEES AND EXPENSES OF THE
FUND" SO THAT THE FOOTNOTES APPEAR AFTER THE "EXAMPLE."
Response 4 The Fund respectfully submits that the disclosure under "Fees
and Expenses of the Fund," as currently presented, complies
with the requirements of Item 3 of Form N-1A. Specifically,
the Fund believes that moving the footnotes to the Fee and
Expense table to after the Example and accompanying text would
hinder shareholders' ability to comprehend the information
presented in the Fee and Expense table.
COMMENT 5 IN FOOTNOTE NUMBER 7 TO THE "FEES AND EXPENSES OF THE FUND"
TABLE, IF APPLICABLE, DISCLOSE THAT THE INVESTMENT ADVISER HAS
THE ABILITY TO RECOUP ANY FEES THAT IT WAIVED OR REIMBURSED.
Response 5 The suggested disclosure is not applicable to the Fund, thus
the Fund has not added any additional disclosure to the
referenced footnote.
COMMENT 6 IN THE FIRST PARAGRAPH IN THE SECTION ENTITLED "INVESTMENT
OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS --
PRINCIPAL INVESTMENT STRATEGIES AND RISKS," PLEASE DEFINE WHAT
THE FUND CONSIDERS "LARGE CAPITALIZATION COMPANIES."
Response 6 The Fund has added the disclosure as requested.
COMMENT 7 IN THE "INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES
AND RISKS - PRINCIPAL INVESTMENT STRATEGIES AND RISKS --
CONVERTIBLE SECURITIES" SECTION, PLEASE CLARIFY THE FIRST
SENTENCE OF THE PARAGRAPH SO AS TO NOT CONFUSE INVESTORS INTO
THINKING THAT THE REST OF THE FIRST PARAGRAPH APPLIES TO EACH
OF THE INSTRUMENTS SO DESCRIBED.
Response 7 The Fund has broken the first paragraph into two separate
paragraphs to avoid confusing investors.
COMMENT 8 IF THE FUND INTENDS TO INVEST IN ANY SECURITIES THAT MAY
GIVE THE FUND EXPOSURE TO SUBPRIME MORTGAGES, PLEASE ADD
RELEVANT RISK DISCLOSURE.
Response 8 The Fund does not currently intend to invest in such
securities and thus, the Fund does not believe that additional
disclosure is necessary.
COMMENT 9 IN THE "INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES
AND RISKS - PRINCIPAL INVESTMENT STRATEGIES AND RISKS -- RISKS
OF INVESTING IN SECURITIES OF FOREIGN ISSUERS" THE FUND
DISCLOSES THAT IT MAY "INVEST IN ISSUERS IN DEVELOPING OR
EMERGING MARKET COUNTRIES, WHICH ARE SUBJECT TO GREATER RISKS
THAN INVESTMENTS IN SECURITIES OF ISSUERS IN DEVELOPED
COUNTRIES." TO THE EXTENT THAT INVESTMENT IN SECURITIES OF
ISSUER IN DEVELOPING OR EMERGING MARKET COUNTRIES IS A
PRINCIPAL INVESTMENT STRATEGY OF THE FUND, PROVIDE ADDITIONAL
DISCLOSURE THERETO IN THE FUND'S PROSPECTUS UNDER "RISK/RETURN
SUMMARY--PRINCIPAL INVESTMENT STRATEGIES."
Response 9 The Fund respectfully submits that such disclosure is
currently in the section referenced. Thus, the Fund does not
believe that additional disclosure is necessary.
COMMENT 10 IN THE THIRD SENTENCE OF THE SECTION ENTITLED "INVESTMENT
OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS -- OTHER
INVESTMENTS AND RISK FACTORS -- TEMPORARY DEFENSIVE STRATEGY,"
PLEASE REVISE THE DISCLOSURE TO STATE THAT SUCH DEFENSIVE
POSITIONS ARE INCONSISTENT WITH THE FUND'S PRINCIPAL
INVESTMENT STRATEGIES, AS REQUIRED BY INSTRUCTION 6 OF ITEM
4(b) OF FORM N-1A.
Response 10 The Fund has added the requested disclosure.
COMMENT 11 IN THE SECTION ENTITLED "INVESTMENT ADVISORY SERVICES -
PORTFOLIO MANAGEMENT," PLEASE DELETE "WITHOUT NOTICE" FROM THE
FOLLOWING SENTENCE: "THE COMPOSITION OF THE TEAM MAY CHANGE
WITHOUT NOTICE FROM TIME TO TIME."
Response 11 The Fund respectfully submits that the disclosure is
consistent with the requirements of Form N-1A and opts to
retain the disclosure. Item 5(a)(2) of Form N-1A requires
disclosure of the persons "primarily responsible for the
day-to-day management of the Fund's portfolio ('Portfolio
Manager')" and Item 15(a) of Form N-1A requires certain
disclosure regarding such persons' management of other
accounts. The Fund is managed by a team of investment
professionals. The team may be comprised both of persons
"primarily responsible for the day-to-day management of the
Fund's portfolio" (any such persons are disclosed under Item
5(a)(2) and Item 15(a)) and persons who are not. The
referenced disclosure states that the composition of each team
may change without notice from time to time. We note
supplementally that, notwithstanding the Fund's disclosure
that team
members may change without notice, to the extent that a team
member with primary responsibility for the day-to-day
management of the Fund's portfolio changes, the Fund intends
to supplement its Prospectus and its Statement of Additional
Information with the information required by Item 5(a)(2) and
Item 15(a) for such team member.
COMMENTS TO THE STATEMENT OF ADDITIONAL INFORMATION
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COMMENT 12 TO THE EXTENT THAT SUCH TRANSACTIONS ARE A PRINCIPAL
INVESTMENT STRATEGY OF THE FUND, PLEASE ADD THE SUBSTANCE OF
THE INFORMATION LOCATED IN THE SECTION OF THE STATEMENT OF
ADDITIONAL INFORMATION ENTITLED "STRATEGIC TRANSACTIONS --
COMBINED TRANSACTIONS" TO THE PROSPECTUS.
Response 12 As entering into combined derivative transactions is not a
principal investment strategy of the Fund, the Fund
respectfully submits that no additional disclosure related to
such transactions is necessary in the prospectus.
COMMENT 13 WITH RESPECT TO ITEM 2 IN THE SECTION ENTITLED "INVESTMENT
RESTRICTIONS," PLEASE DISCLOSE AT AN APPROPRIATE LOCATION
WITHIN THE REGISTRATION STATEMENT THE FUND'S CURRENT INTENTION
ON BORROWING.
Response 13 The Fund respectfully submits that the following disclosure
is currently in Item 1 of the section entitled "INVESTMENT
RESTRICTIONS -- NON-FUNDAMENTAL POLICIES":
1. The Fund shall not borrow money except for
temporary purposes and then in an amount not in
excess of 5% of the value of the total assets of the
Fund at the time the borrowing is made.
Thus, the Fund does not believe that additional disclosure is
necessary.
COMMENT 14 IN ITEM 4 IN THE SECTION ENTITLED "INVESTMENT RESTRICTIONS,"
PLEASE SUPPLEMENTALLY STATE WHETHER THE PROVISIONS SPECIFIED
IN "(a)" RELATE TO REPURCHASE AGREEMENTS.
Response 14 The provision specified in "(a)" of Investment Restriction 4
could relate to repurchase agreements, however the Fund notes
that investing in repurchase agreements is not currently a
principal investment strategy of the Fund.
COMMENT 15 PLEASE SUPPLEMENTALLY STATE WHETHER THE FUND HAS A POLICY
REGARDING THE PLEDGING OF FUND ASSETS.
Response 15 The Fund uses its assets as collateral when required to do so
under the terms of any contracts into which it enters, such as
for repurchase agreements, as disclosed in the section
entitled "Investment Objective, Investment Strategies and
Risks -- Repurchase Agreements." Since the use of Fund assets
as collateral or "pledging Fund assets" is generally
applicable when the Fund borrows money, and since the
Fund has an operating policy not to borrow money except for
temporary purposes and then in an amount not to exceed 5% of
the value of the Fund's total assets, as described above in
our Response 13, the Fund does not expect to pledge its assets
except as described herein.
* * *
In connection with the effectiveness of the Registration Statement, the
Fund acknowledges that the disclosure included in the Registration Statement is
the responsibility of the Fund. The Fund 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 Fund from its full
responsibility for the adequacy and accuracy of the disclosures in the
Registration Statement; and that the Fund 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 Elisa Mitchell at (630) 684-6724 or the
undersigned at (312) 407-0863.
Sincerely,
/s/ Charles B. Taylor