-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AvVd8JwJMvHT0sJtM83jghJHdDyiSJ5mi/ZLElFWBpyo1uOG0oBnXEYJVQq/jL6R //ev0mekzct0zCJMI842cw== 0000950137-06-005597.txt : 20060509 0000950137-06-005597.hdr.sgml : 20060509 20060509114129 ACCESSION NUMBER: 0000950137-06-005597 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 EFFECTIVENESS DATE: 20060509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN HIGH YIELD FUND CENTRAL INDEX KEY: 0000276242 IRS NUMBER: 741993121 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-116994 FILM NUMBER: 06819368 BUSINESS ADDRESS: STREET 1: VAN KAMPEN INVESTMENTS INC. STREET 2: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127625441 MAIL ADDRESS: STREET 1: VAN KAMPEN INVESTMENTS INC. STREET 2: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST DATE OF NAME CHANGE: 19970909 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL HIGH INCOME CORPORATE BOND FUND DATE OF NAME CHANGE: 19951219 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN HIGH INCOME CORPORATE BOND FUND DATE OF NAME CHANGE: 19920703 POS EX 1 c04486posex.txt POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 9, 2006 Securities Act File No. 333-116994 Investment Company Act File No. 811-02851 ================================================================================ 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 CORPORATE BOND FUND (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 ================================================================================ EXPLANATORY NOTE The Joint Proxy Statement/Prospectus in the form filed on August 30, 2004 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. 333-116994 and 811-02851) as filed on August 12, 2004 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 Corporate Bond Fund (the "Registrant") on Form N-14 under the Securities Act of 1933 and the Investment Company Act of 1940 (File Nos. 333-116994 and 811-02851) as filed with the Securities and Exchange Commission on August 12, 2004, which information is incorporated herein by reference. ITEM 16. EXHIBITS (1) (a) First Amended and Restated Agreement and Declaration of Trust(1) (b) Second Certificate of Amendment(4) (c) Second Amended and Restated Certificate of Designation(4) (2) (a) Amended and Restated Bylaws(1) (3) Not Applicable (4) Form of Agreement and Plan of Reorganization+ (5) (a) Specimen Class A Shares Certificate(3) (b) Specimen Class B Shares Certificate(3) (c) Specimen Class C Shares Certificate(3) (6) Investment Advisory Agreement(3) (7) (a) Distribution and Service Agreement(3) (b) Form of Dealer Agreement(8) (c) Form of Broker Fully Disclosed Selling Agreement(2) (d) Form of Bank Fully Disclosed Selling Agreement(2) (8) (a) Form of Trustee Deferred Compensation Plan(5) (b) Form of the Trustee Retirement Plan(5) (9) (a) (i) Custodian Contract(3) (a) (ii) Amendment to Custodian Contract(7) (b) Transfer Agency and Service Agreement(3) (c) Data Access Services Agreement(2) (10) (a) Plan of Distribution pursuant to Rule 12b-1(2) (b) Form of Shareholder Assistance Agreement(2) (c) Form of Administrative Services Agreement(2) (d) Form of Shareholder Servicing Agreement(7) (e) Amended and Restated Service Plan(7) (f) Amended and Restated Multi-Class Plan(8) (11) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP+ (12) Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Reorganization++ (13) (a) (i) Fund Accounting Agreement(3) (a) (ii) Amendment to Fund Accounting Agreement(8) (14) Consent of Ernst & Young LLP+ (15) Not Applicable (16) Power of Attorney++ (17) (a) Form of Proxy Card(9) (b) Prospectus of Van Kampen High Yield Fund+ - ---------- (1) Incorporated herein by reference to Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed December 22, 1995. (2) Incorporated herein by reference to Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed December 26, 1996. (3) Incorporated herein by reference to Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed December 24, 1997. (4) Incorporated herein by reference to Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed October 22, 1998. (5) Incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed December 23, 1999. (6) Incorporated herein by reference to Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed December 22, 2000. (7) Incorporated herein by reference to Post-Effective Amendment No. 46 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed December 20, 2002. (8) Incorporated herein by reference to Post-Effective Amendment No. 47 to Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed December 19, 2003. (9) Incorporated herein by reference to Registrant's Registration Statement on Form N-14, filed June 30, 2004. + Incorporated herein by reference to Registrant's Registration Statement on Form N-14, File Nos. 333-116994 and 811-02851, filed August 12, 2004. ++ Filed herewith. 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, hereunto duly authorized, in the City of New York, and the State of New York, on May 9, 2006. VAN KAMPEN HIGH INCOME CORPORATE BOND FUND 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 Officer and Treasurer - ------------------------------------- Phillip G. Goff TRUSTEES: /s/ David C. Arch* Trustee - ------------------------------------- David C. Arch /s/ Jerry D. Choate* Trustee - ------------------------------------- Jerry D. Choate /s/ Rod Dammeyer* Trustee - ------------------------------------- Rod Dammeyer /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 May 9, 2006 ---------------------------------------- Stefanie V. Chang Yu Attorney-in-Fact C-2 EXHIBIT INDEX 12. Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP 16. Power of Attorney EX-99.12 2 c04486exv99w12.txt TAX OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Exhibit 12 [Skadden, Arps, Slate, Meagher & Flom LLP letterhead] December 17, 2004 Van Kampen High Income Corporate Bond Fund 1 Parkview Plaza PO Box 5555 Oakbrook Terrace, Illinois 60181-5555 Van Kampen High Yield Fund 1 Parkview Plaza PO Box 5555 Oakbrook Terrace, Illinois 60181-5555 Ladies and Gentlemen: We have acted as special counsel to the Van Kampen High Income Corporate Bond Fund (the "Acquiring Fund"), an open-end management investment company organized as a Delaware statutory trust, and to the Van Kampen High Yield Fund (the "Target Fund"), the sole series of the Van Kampen Trust, an open-end management investment company organized as a Delaware statutory trust, in connection with the Acquiring Fund's acquisition of all of the assets of the Target Fund, solely in exchange for Class A, Class B and Class C shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, and the subsequent liquidation of the Target Fund (collectively, the "Reorganization") pursuant to the Agreement and Plan of Reorganization, dated April 30, 2004, between the Acquiring Fund and the Target Fund (the "Agreement"). You have requested our opinion regarding whether the Reorganization will be treated for United States federal income tax purposes as a reorganization qualifying under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement. In connection with our opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Proxy Statement/Prospectus (prepared with respect to the Reorganization), the Statement of Additional Information (also prepared with respect to the Reorganization), and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have assumed that the Reorganization will be consummated in accordance with the Agreement, the Proxy Statement/Prospectus, the Statement of Additional Information and such other documents, certificates and records. For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have assumed that such documents, certificates and records are duly authorized, valid and enforceable. In rendering our opinion, we have also relied upon statements and representations of officers and other representatives of the Acquiring Fund and the Target Fund and have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief. In rendering our opinion, we have relied on the Code, Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (the "Service") and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect our conclusions. No assurance can be given that the Service would not assert, or that a court would not sustain, a position contrary to this opinion. Based upon and subject to the foregoing, we are of the opinion that, for United States federal income tax purposes, the Reorganization will be treated as a reorganization within the meaning of Section 368(a) of the Code. Except as set forth above, we express no other opinion. This opinion is furnished to you solely for your benefit in connection with the Reorganization and is not be relied upon by anyone else without our prior written consent. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the matters stated or assumed herein or any subsequent changes in applicable law. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-99.16 3 c04486exv99w16.txt POWER OF ATTORNEY EXHIBIT 16 POWER OF ATTORNEY The undersigned, 1) being officers and trustees/directors of: a) each of the Van Kampen Open-End Trusts (the "Delaware Open-End Trusts") as indicated on Schedule 1 attached hereto and incorporated by reference, each a Delaware statutory trust, b) the Van Kampen Pennsylvania Tax Free Income Fund (the "Pennsylvania Open-End Trust"), a Pennsylvania trust, and c) the Van Kampen Series Fund, Inc. (the "Corporation"), a Maryland corporation, (collectively, the Delaware Open-End Trusts, Pennsylvania Open-End Trust, and the Corporation are referred to herein as the "Open-End Funds"); d) each of the Van Kampen Closed-End Trusts (the "Massachusetts Closed-End Trusts") as indicated on Schedule 2 attached hereto and incorporated by reference, each a Massachusetts business trust, e) the Van Kampen Bond Fund (the "Delaware Closed-End Trust"), a Delaware statutory trust, f) each of the Van Kampen Pennsylvania Quality Municipal Trust, Van Kampen Trust for Investment Grade Pennsylvania Municipals, Van Kampen Advantage Pennsylvania Municipal Income Trust and Van Kampen Pennsylvania Value Municipal Income Trust (the "Pennsylvania Closed-End Trusts"), each a Pennsylvania trust (collectively, the Massachusetts Closed-End Trusts, Delaware Closed-End Trust and Pennsylvania Closed-End Trusts are referred to herein as the "Closed-End Funds"); 2) being officers and trustees, with the exception of Jerry D. Choate, Linda Hutton Heagy, R. Craig Kennedy, Ronald E. Robison (Mr. Robison is president but not a trustee), Jack E. Nelson and Suzanne H. Woolsey, of: a) each of the Van Kampen Senior Income Trust and Van Kampen Senior Loan Fund (the "Senior Loan Funds"), each a Massachusetts business trust; 3) being officers and managing general partners of: a) the Van Kampen Exchange Fund (the "Exchange Fund"), a California Limited Partnership (collectively, the Open-End Funds, Closed-End Funds, Senior Loan Funds and Exchange Fund are referred to herein as the "Funds") do hereby, in the capacities shown below, appoint any Assistant Secretary, Secretary or Vice President of the Funds, as agents and attorneys-in-fact with full power of substitution and resubstitution, for each of the undersigned, as fully to all intents as he or she might or could do in person, for the purposes to execute and deliver, for and on behalf of the undersigned, any Registration Statement on Form N-1A of the Open-End Funds or Exchange Fund (including any and all amendments thereto), any Registration Statement on Form N-2 of the Closed-End Funds or Senior Loan Funds (including any and all amendments thereto), any Registration Statement on Form N-14 of the Funds (including any and all amendments thereto) and any other document, upon the advice of counsel, filed by each Fund with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument. Dated: November 16, 2005
Signature Title --------- ----- /s/ Ronald E. Robison President and Principal Executive Officer - ---------------------------------- Ronald E. Robison /s/ Phillip G. Goff Chief Financial Officer and Treasurer - ---------------------------------- Phillip G. Goff /s/ Stefanie Chang Yu Vice President and Secretary - ---------------------------------- Stefanie Chang Yu /s/ David C. Arch Trustee/Director/Managing General Partner - ---------------------------------- David C. Arch /s/ Jerry D. Choate Trustee/Director/Managing General Partner - ---------------------------------- Jerry D. Choate /s/ Rod Dammeyer Trustee/Director/Managing General Partner - ---------------------------------- Rod Dammeyer /s/ Linda Hutton Heagy Trustee/Director/Managing General Partner - ---------------------------------- Linda Hutton Heagy /s/ R. Craig Kennedy Trustee/Director/Managing General Partner - ---------------------------------- R. Craig Kennedy /s/ Howard J Kerr Trustee/Director/Managing General Partner - ---------------------------------- Howard J Kerr /s/ Jack E. Nelson Trustee/Director/Managing General Partner - ---------------------------------- Jack E. Nelson /s/ Hugo F. Sonnenschein Trustee/Director/Managing General Partner - ---------------------------------- Hugo F. Sonnenschein /s/ Wayne W. Whalen Trustee/Director/Managing General Partner - ---------------------------------- Wayne W. Whalen /s/ Suzanne H. Woolsey Trustee/Director/Managing General Partner - ---------------------------------- Suzanne H. Woolsey
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