As filed with the Securities and Exchange Commission on February 16, 2006
Securities Act File No. 333-126305
Investment Company Act File No. 811-06567
================================================================================
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 OPPORTUNITY 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
================================================================================
EXPLANATORY NOTE
The Joint Proxy Statement/Prospectus and the Statement of Additional
Information in the form filed on September 7, 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 Opportunity
Trust (the "Registrant") on Form N-14 under the Securities Act of 1933 and the
Investment Company Act of 1940 (File Nos. 333-126305 and 811-06567) as filed
with the Securities and Exchange Commission on August 10, 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 (included as Appendix B to the
Statement of Additional Information contained in this
Registration Statement)++
(2) (a) Bylaws of the Registrant++
(b) Articles of Amendment to the Bylaws++
(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 Plan++
(b) Form of Retirement Plan++
(9) (a) Custodian Contract++
(b) Amendment to Custodian Contract++
(10) Not Applicable
(11) Opinion and Consent 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++
(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) Code of Ethics of the Funds++
(99) (a) Proxy card for the Target Fund++
(b) Proxy card for the Registrant++
+ Filed herewith.
++ Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14, File Nos.
333-126305 and 811-06567, filed August 10,2005.
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 Sate of New York, on February 16, 2006.
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
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