-----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, Dwx9W0zoWj7hT00OUPU0i5Up/B8J8B49avjNM+oS4zceSo5jzGG3YcpRZiVdd/Pp gzKvsGrAiqbjQMrOEPNfpQ== 0000950137-06-001952.txt : 20060216 0000950137-06-001952.hdr.sgml : 20060216 20060216150435 ACCESSION NUMBER: 0000950137-06-001952 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 EFFECTIVENESS DATE: 20060216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS CENTRAL INDEX KEY: 0000880892 IRS NUMBER: 363797841 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-123453 FILM NUMBER: 06624964 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 TRUST FOR INVSTMENT GRADE MUNICIPALS DATE OF NAME CHANGE: 19981006 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL TR FOR INVSTMNT GRADE MUNICIPALS DATE OF NAME CHANGE: 19960102 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE MUNICIPALS DATE OF NAME CHANGE: 19920929 POS EX 1 c02092posex.txt POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 16, 2006 Securities Act File No. 333-123453 Investment Company Act File No. 811-06471 ================================================================================ 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 TRUST FOR INVESTMENT GRADE MUNICIPALS (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 May 11, 2005 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. 333-123453 and 811-06471) as filed on May 5, 2005 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 Trust for Investment Grade Municipals (the "Registrant") on Form N-14 under the Securities Act of 1933 and the Investment Company Act of 1940 (File Nos. 333-123453 and 811-06471) as filed with the Securities and Exchange Commission on May 5, 2005, which information is incorporated herein by reference. ITEM 16. EXHIBITS (1) (a) (i) Declaration of Trust of the Registrant++ (ii) Certificates of Amendment to the Declaration of Trust++ (b) Form of Certificate of Vote Establishing Preferred Shares of the Registrant and amendments thereto (included as Appendix B to the Statement of Additional Information contained in this Registration Statement)++ (2) (a) By-Laws of the Registrant++ (b) Articles of Amendment to the By-Laws of the Registrant++ (3) Not applicable (4) Form of Agreement and Plan of Reorganization between the Registrant and the Target Fund (included as Appendix A to the Statement of Additional Information contained in this Registration Statement)++ (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 Number One to the Investment Advisory Agreement++ (7) Not Applicable (8) (a) Form of Amended and Restated Deferred Compensation Agreement++ (b) Form of Retirement Plan++ (9) (a) Custodian Contract++ (b) Amendment to Custodian Contract++ (10) Not Applicable (11) Opinion of Skadden, Arps, Slate, Meagher & Flom LLP++ (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) Fund Accounting Agreement++ (f) Amended and Restated Legal Services Agreement++ (g) Administration Agreement++ (14) Consent of Independent Registered Public Accounting Firm++ (15) Not Applicable (16) Power of Attorney+ (17) (a) Code of Ethics of the Investment Adviser++ (b) Codes of Ethics of the Funds++ (99) (a) Proxy card for the Target Fund Common Shares++ (b) Proxy card for the Target Fund APS++ (c) Proxy card for the Acquiring Fund Common Shares++ + Filed herewith. ++ Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-14, File Nos. 333-123453 and 811-06471, 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, hereunto duly authorized, in the City of New York, and the State of New York, on February 16, 2006. VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS 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 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 EXHIBIT INDEX (12) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP (16) Power of Attorney EX-99.12 2 c02092exv99w12.txt TAX OPINION OF SKADDEN, ARPS EXHIBIT 12 October 7, 2005 Van Kampen Trust for Investment Grade Municipals 1 Parkview Plaza PO Box 5555 Oakbrook Terrace, Illinois 60181-5555 Van Kampen Municipal Income Trust 1 Parkview Plaza PO Box 5555 Oakbrook Terrace, Illinois 60181-5555 Ladies and Gentlemen: We have acted as special counsel to the Van Kampen Trust for Investment Grade Municipals (the "Acquiring Fund"), a closed-end management investment company organized as a Massachusetts business trust, and to the Van Kampen Municipal Income Trust (the "Target Fund"), a closed-end management investment company organized as a Massachusetts business trust, in connection with (i) the acquisition by the Acquiring Fund of all of the assets of the Target Fund, solely in exchange for common shares of beneficial interest of the Acquiring Fund, par value $0.01 per share, auction preferred shares of the Acquiring Fund, par value of $0.01 per share and with a liquidation preference of $25,000 per share, and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund and (ii) the subsequent liquidation of the Target Fund (collectively, the "Reorganization"), pursuant to the Agreement and Plan of Reorganization, dated February 3, 2005, 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. Our opinion is based on the Code, Treasury regulations, judicial authorities, published positions of the Internal Revenue Service (the "IRS") 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 change or differing interpretations (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect our conclusions. An opinion of counsel is not binding on the IRS or any court. No assurance can be given that the IRS 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 expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion in order to reflect any changes in applicable law (including any changes that have retroactive effect) or any information, statement, representation or assumption relied upon in this opinion that becomes untrue, incorrect or incomplete. This opinion is delivered to you solely for your benefit and cannot be relied upon by anyone else without our written consent. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-99.16 3 c02092exv99w16.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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