<SEC-DOCUMENT>0000950137-05-009956.txt : 20120827
<SEC-HEADER>0000950137-05-009956.hdr.sgml : 20120827
<ACCEPTANCE-DATETIME>20050809213352
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000950137-05-009956
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050809

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
		CENTRAL INDEX KEY:			0000908993
		IRS NUMBER:				367041986
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309
		BUSINESS PHONE:		404-439-3217

	MAIL ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
		DATE OF NAME CHANGE:	19981006

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TR II
		DATE OF NAME CHANGE:	19960102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MERRITT ADVANTAGE MUNICIPAL INCOME TRUST II
		DATE OF NAME CHANGE:	19930712
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                    Skadden, Arps, Slate, Meagher & Flom LLP
                              333 West Wacker Drive
                             Chicago, Illinois 60606

                                                                  August 9, 2005

Mr. Larry Greene
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

                             Re:  Van Kampen Advantage Municipal Income
                             Trust II -- Registration Statement on Form N-14
                             (the "Registration Statement")
                             (File Nos. 333-126299 and 811-07868)

Dear Mr. Greene:

     Thank you for your telephonic comments regarding the Registration Statement
on Form N-14 for Van Kampen Advantage Municipal Income Trust II (the "Acquiring
Fund" or the "Registrant") filed with the Securities and Exchange Commission
(the "Commission") on June 30, 2005 in connection with the proposed
reorganizations (the "Reorganizations") of Van Kampen Municipal Opportunity
Trust II and Van Kampen Value Municipal Income Trust (the "Target Funds") into
the Acquiring Fund. On behalf of the Acquiring Fund, we have summarized your
comments to the best of our understanding, below which we have provided our
response to those comments. We have not included comments which we resolved in
the course of our conference call with you. Where changes were necessary in
response to your comments, they are reflected in Pre-Effective Amendment No. 1
to the Acquiring Fund's Registration Statement on Form N-14, which will be filed
on or about August 9, 2005. The Target Fund and the Acquiring Fund are referred
to herein collectively as the "Funds."

COMMENTS TO THE JOINT PROXY STATEMENT/PROSPECTUS

COMMENT 1.     UNDER "QUESTIONS & ANSWERS," IN THE RESPONSE TO THE SECOND
               QUESTION, REVISE THE DISCLOSURE TO MORE FULLY EXPLAIN THE
               REASONS FOR THE PROPOSED REORGANIZATIONS.

Response 1.    The Funds respectfully submit that they have adequately
               conveyed the reasons for the proposed Reorganizations. The
               Funds respond to that question as follows:

                    The Board of Trustees of each Fund has determined that each
                    Reorganization will benefit common shareholders of the
                    respective Target Fund and the Acquiring Fund. The Target
                    Funds and the Acquiring Fund are similar. Each Fund seeks to
                    provide common shareholders with a high level of current
                    income exempt from federal income tax, consistent with
                    preservation of capital, by investing substantially all of
                    its assets in municipal securities rated investment grade at
                    the time of investment. Each Fund is managed by the same
                    investment advisory personnel. After the Reorganizations, it
                    is anticipated that common shareholders of each Fund will
                    experience a

<PAGE>

                    reduced overall annual operating expense ratio,
                    as certain fixed administrative costs will be spread across
                    the combined fund's larger asset base.

               This disclosure notes that the Funds pursue substantially similar
               investment objectives and strategies and are managed by the same
               investment advisory personnel. These facts serve as important
               background for the primary reason for the Reorganizations -- the
               anticipated reduced annual operating expense ratio for common
               shareholders of each Fund. Given that the Funds pursue
               substantially similar investment objectives and strategies and
               are managed by the same investment advisory personnel, common
               shareholders of each Fund should find the anticipated reduced
               annual operating expense ratio as a compelling reason to support
               the Reorganizations of their Fund.

COMMENT 2.     UNDER THE "FEE, EXPENSE AND DISTRIBUTIONS ON PREFERRED SHARES
               TABLE FOR COMMON SHAREHOLDERS OF THE FUNDS," THE FUNDS MAY DELETE
               ALL REFERENCES TO ANY FEE DESCRIPTIONS FOR WHICH NO CLASS OF
               SHARES PAYS SUCH FEES.

Response 2.    The Funds acknowledge the comment and opt to continue to show
               these captions.

COMMENT 3.     UNDER "PROPOSAL 1 -- COMPARISON OF THE FUNDS -- OTHER
               INVESTMENT PRACTICES AND POLICIES -- STRATEGIC TRANSACTIONS,"
               PROVIDE ADDITIONAL DISCLOSURE REGARDING EACH FUND'S COMPLIANCE
               WITH APPLICABLE REGULATORY REQUIREMENTS WHEN IMPLEMENTING
               STRATEGIC TRANSACTIONS.

Response 3.    Each Fund may engage in certain strategic transactions, such
               as put and call options, financial futures contracts and interest
               rate transactions such as swaps, caps, floors or collars. The
               Funds disclose that they "compl[y] with applicable regulatory
               requirements when implementing these strategies, techniques and
               instruments." This general disclosure provides the Funds with
               flexibility to adjust to changes in applicable law, rules,
               regulations or exemptive relief. The Funds acknowledge the
               Staff's comment but do not believe that additional disclosure is
               necessary.

COMMENT 4.     UNDER "PROPOSAL 1 -- INFORMATION ABOUT THE REORGANIZATIONS --
               MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE
               REORGANIZATIONS," PROVIDE DISCLOSURE REGARDING CAPITAL LOSS
               CARRYFORWARDS, IF APPLICABLE.

Response 4.    The Funds respectfully submit that the rule applicable to
               capital loss carryforwards is not material with respect to the
               Reorganizations and therefore no such disclosure is necessary.

COMMENT 5.     UNDER "OTHER INFORMATION -- SHAREHOLDER PROPOSALS," PROVIDE
               THE DISCLOSURE REQUIRED BY RULE 14A-8(e) OF REGULATION 14A.

Response 5.    The Funds have added the requested disclosure.

COMMENTS TO THE STATEMENT OF ADDITIONAL INFORMATION (SAI)


                                       2
<PAGE>

COMMENT 6.     UNDER "TRUSTEES AND OFFICERS -- BOARD COMMITTEES," INDICATE
               WHETHER THE MEMBERS OF THE BOARD'S BROKERAGE AND SERVICES
               COMMITTEE ARE INTERESTED TRUSTEES.

Response 6.    The first paragraph of that section reads as follows:

                    "The Board of Trustees has three standing committees (an
                    audit committee, a brokerage and services committee and a
                    governance committee). Each committee is comprised solely of
                    'Independent Trustees,' which is defined for purposes herein
                    as trustees who: (1) are not 'interested persons' of the
                    Fund as defined by the 1940 Act and (2) are 'independent' of
                    the Fund as defined by the New York Stock Exchange, American
                    Stock Exchange and Chicago Stock Exchange listing
                    standards."

               Thus, the Funds do not believe that additional disclosure is
               necessary.

COMMENT 7.     IN THE FIFTH PARAGRAPH UNDER "INVESTMENT ADVISORY AGREEMENT,"
               DISCUSS THE FACTORS INVOLVED IN DETERMINING THE APPROVAL OF THE
               INVESTMENT ADVISORY AGREEMENT.

Response 7.    The Funds respectfully submit that they have satisfied the
               existing disclosure requirements regarding approval of advisory
               contracts required under Form N-14. Form N-14 (Items 12(b) and
               13(b)) requires the Funds to furnish in the SAI the information
               called for under Item 18.13 of Form N-2. Investment Company Act
               Release No. 26486 (June 23, 2004) (the "Release") removes Item
               18.13 of Form N-2 effective January 31, 2006 and adds new
               disclosure regarding approval of advisory contracts to
               shareholder reports.

               The Funds respectfully submit that they are not yet obligated to
               provide this new disclosure in their shareholder reports. The
               Release adds subsection (e) to Item 24.6 of Form N-2, which
               applies only "[i]f the Registrant's board of directors approved
               any investment advisory contract during the Registrant's most
               recent fiscal half-year." Each Fund's most recent fiscal
               half-year ended April 30, 2005, which preceded the May 25-26,
               2005 Board meeting at which the investment advisory contract for
               each Fund was renewed. Since the Board had not approved the
               investment advisory contracts pursuant to the revised disclosure
               rules prior to April 30, 2005, the Funds were not required to
               provide the new disclosure in their most recent shareholder
               reports. Although the Release states that "[p]rior to January 31,
               2006, a fund may omit disclosure in its SAI with respect to any
               board approval of an investment advisory contract if it has
               previously provided the required disclosure with respect to that
               board approval in a shareholder report," since none of the Funds
               has yet been obligated to provide the new disclosure in its
               shareholder reports, the Funds have provided the disclosure
               currently required by Item 18.13 of Form N-2.

               The new disclosure requirements also apply to "all proxy
               statements filed on or after October 31, 2004," and the N-14
               serves as a proxy statement for the Acquiring Fund with respect
               to the issuance of additional common shares in connection with
               the Reorganizations. However, the Funds respectfully submit that
               they are not obligated to provide this new disclosure. The
               Release adds new

                                       3

<PAGE>

               disclosure to Item 22(c)(11) of Schedule 14A; Item 22(c), though,
               applies only "[i]f action is to be taken with respect to an
               investment advisory contract." Accordingly, since the Acquiring
               Fund is not taking action with respect to an investment advisory
               contract, the new disclosure is not required.

COMMENT 8.     UNDER "FUND MANAGEMENT," PROVIDE THE DISCLOSURE REQUIRED BY
               ITEM 21.2 OF FORM N-2 WITH RESPECT TO COMPENSATION.

Response 8.    The Funds respectfully submit that they have satisfied the
               existing disclosure requirements regarding portfolio manager
               compensation. Item 21.2 requires disclosure of "the structure of,
               and the method used to determine, the compensation of each
               Portfolio Manager." The Funds' investment adviser has created a
               structure and method for compensating portfolio managers which is
               fully described in the SAI. To the extent that the Funds
               disclosed any additional information regarding the structure and
               method for compensating its portfolio managers, they would risk
               the possibility that the value of compensation would be
               disclosed, a result that is specifically disclaimed by Item 21.2
               ("[t]he value of compensation is not required to be disclosed
               under this Item").

ACCOUNTING COMMENTS

COMMENT 9.     WITH RESPECT TO THE PROPOSED REORGANIZATIONS, ADDRESS ANY
               ISSUES RAISED BY THE STAFF OF THE SECURITIES AND EXCHANGE
               COMMISSION IN NORTH AMERICAN SECURITY TRUST (PUBL. AVAIL. AUG. 5,
               1994) ("NORTH AMERICAN").

Response 9.    The Funds' analysis of North American has been prepared and
               filed as a separate correspondence.

COMMENT 10.    EXPLAIN SUPPLEMENTALLY THE BASIS FOR THE CHOICE OF
               JANUARY 31, 2005 AS THE DATE FOR THE PRO FORMA FINANCIAL
               STATEMENTS ATTACHED AS APPENDIX J TO THE SAI.

Response 10.   Rule 11-02(c) of Regulation S-X governs the periods to be
               presented with respect to pro forma financial information. Rule
               11-02(c)(1) requires that a pro forma financial information be
               prepared "as of the end of the most recent period for which a
               consolidated balance sheet of the registrant is required by Rule
               3-01." Rule 3-01(g) refers registered management investment
               companies to Rule 3-18 in lieu of Rule 3-01. Rule 3-18(c) states:

                    If the most current balance sheet or statement of assets and
                    liabilities in a filing is as of a date 245 days or more
                    prior to the date the filing is expected to become
                    effective, the financial statements shall be updated with a
                    balance sheet or statement of assets and liabilities as of
                    an interim date within 245 days.

               We expected this filing to become effective on August 9, 2005,
               which is 282 days from October 31, 2004, the last fiscal year end
               of each Fund. Accordingly, pursuant to Rule 3-18(c), we updated
               the pro forma financial information "as of an interim date within
               245 days." The date chosen, January 31, 2005, is an interim date
               within 245 days.

                                       4

<PAGE>

COMMENT 11.    WITH RESPECT TO THE PRO FORMA FINANCIAL STATEMENTS IN
               APPENDIX J TO THE SAI, DISCLOSE THE EXTENT TO WHICH SECURITIES OF
               THE TARGET FUNDS MAY BE SOLD IN CONNECTION WITH THE PROPOSED
               REORGANIZATIONS.

Response 11.   In the second introductory paragraph to the pro forma
               financial statements, the Funds have noted the following:

                    There is no guarantee that the portfolio of investments of
                    the surviving entity on the closing date of the transaction
                    will match the Pro Forma Portfolio of Investments presented
                    herein. All or a portion of the securities acquired in the
                    transaction could be sold by the surviving entity; however,
                    there is no plan or intention to sell securities acquired in
                    the transaction other than in the ordinary course of
                    business.


                                      * * *

     In connection with the effectiveness of the Registration Statement, the
Registrant acknowledges that the disclosure included in the Registration
Statement is the responsibility of the Registrant. The Registrant 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
Registrant from its full responsibility for the adequacy and accuracy of the
disclosures in the Registration Statement; and that the Registrant 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 Christopher Rohrbacher at (312) 407-0940 or the
undersigned at (312) 407-0863.


                                          Sincerely,


                                          /s/ Charles B. Taylor


                                       5
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