As filed with the Securities and Exchange Commission on February 16, 2006
Securities Act File No. 333-123451
Investment Company Act File No. 811-06362
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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 MUNICIPAL TRUST
(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 May 11, 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 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 Municipal Trust (the
"Registrant") on Form N-14 under the Securities Act of 1933 and the Investment
Company Act of 1940 (File Nos. 333-123451 and 811-06362) 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 of the Registrant and amendments
thereto ++++
(b) Form of Certificate of Vote Establishing Preferred Shares and
Amendments thereto++
2. Bylaws of the Registrant and amendment 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. (a) Investment Advisory Agreement++++
(b) Amendment to Investment Advisory Agreement++++
7. Not Applicable
8. (a) Form of Amended and Restated Deferred Compensation Agreement++++
(b) Form of Retirement Plan for Each Closed End Fund++++
9. (a) Custodian Contract++++
(b) Amendment of Custodian Contract++++
10. Not Applicable
11. Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel for the Registrant++++
12. Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP+
13. (a) Transfer Agency and Service Agreement++++
(b) Auction Agency Agreement++++
(c) Form of Broker-Dealer Agreement++++
(d)(i) Letter of Representations++++
(ii) Form of Letter of Representations++++
(e) Administration Agreement++++
(f) Amended and Restated Legal Services Agreement++++
(g) Fund Accounting Agreement and amendment thereto++++
14. Consent of independent registered public accounting firm for the
Registrant and for the Target Fund++++
15. Not Applicable
16. Power of Attorney+
17. (a) Code of Ethics of the Investment Adviser++++
(b) Code of Ethics of the Funds++++
99. Form of Proxy card for the Target Fund++++
+ Filed herewith.
++ Filed as Appendix B 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 March 18, 2005
+++ 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 March 18, 2005
++++ Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14, File Nos. 333-123451
and 811-06362, filed May 5, 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 MUNICIPAL TRUST
By: /s/ Stefanie V. Chang Yu
------------------------------------
Stefanie V. Chang Yu
Vice President and Secretary
Amendment to the 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 MUNICIPAL TRUST
Exhibit
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12. Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP
16. Power of Attorney