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<SEC-DOCUMENT>0000950137-06-001955.txt : 20060216
<SEC-HEADER>0000950137-06-001955.hdr.sgml : 20060216
<ACCEPTANCE-DATETIME>20060216150704
ACCESSION NUMBER:		0000950137-06-001955
CONFORMED SUBMISSION TYPE:	POS EX
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20060216
DATE AS OF CHANGE:		20060216
EFFECTIVENESS DATE:		20060216

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:		POS EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-126299
		FILM NUMBER:		06624976

	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 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>POS EX
<SEQUENCE>1
<FILENAME>c02103posex.txt
<DESCRIPTION>POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
<TEXT>
<PAGE>

     As filed with the Securities and Exchange Commission on February 16, 2006


                                              Securities Act File No. 333-126299
                                        Investment Company Act File No. 811-7868

================================================================================
                       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 ADVANTAGE MUNICIPAL INCOME TRUST II
        (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

================================================================================


<PAGE>
                                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 opinions 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.

<PAGE>
                           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 Advantage Municipal
Income Trust II (the "Registrant") on Form N-14 under the Securities Act of 1933
and the Investment Company Act of 1940 (File Nos. 333-126299 and 811-7868) 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)    Certificate of Vote Establishing Preferred Shares+++




     2.        Bylaws of the Registrant and amendments 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.        Investment Advisory Agreement and amendment thereto+++


     7.        Not Applicable


     8. (a)    Form of Amended and Restated Deferred Compensation Plan+++



        (b)    Form of Retirement Plan for Each Closed End Fund+++



     9.        Custodian Contract and amendments thereto+++


     10.       Not Applicable


     11.       Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
               LLP+++



     12.(a)    Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
               to Registrant's acquisition of Van Kampen Value Municipal Income
               Trust+



        (b)    Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
               to Registrant's acquisition of Van Kampen Municipal Opportunity
               Trust II+



     13.(a)    Transfer Agency and Service Agreement+++



        (b)    Auction Agency Agreement+++



        (c)    Form of Broker-Dealer Agreement+++



        (d)(i) Letter of Representation+++



        (ii)   Form of Letter of Representation+++



        (e)    Fund Accounting Agreement and amendment thereto+++



        (f)    Amended and Restated Legal Services Agreement+++




     14.       Consent of independent registered public accounting firm for the
               Registrant and the Target Funds+++



     15.       Not Applicable



     16.       Power of Attorney+



     17.(a)    Code of Ethics of the Investment Adviser+++



        (b)    Code of Ethics of the Funds+++



        (c)    Proxy cards for the Target Funds+++



        (d)    Proxy card for the Acquiring Fund+++





    + Filed herewith.

   ++ 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 June 30, 2005.


  +++ Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
      Registration Statement on Form N-14, File Nos. 333-126299 and 811-7868,
      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
<PAGE>

                                   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 ADVANTAGE MUNICIPAL INCOME TRUST II

                             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
              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
<PAGE>

          /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
<PAGE>

                       SCHEDULE OF EXHIBITS TO FORM N-14
                 VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II

Exhibit
- -------

 12(a)         Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
               to Registrant's acquisition of Van Kampen Value Municipal Income
               Trust
   (b)         Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating
               to Registrant's acquisition of Van Kampen Municipal Opportunity
               Trust II

 16            Power of Attorney

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12A
<SEQUENCE>2
<FILENAME>c02103exv99w12a.txt
<DESCRIPTION>TAX OPINION
<TEXT>
<PAGE>
                                                                   Exhibit 12(b)

                                January 27, 2006



Van Kampen Advantage Municipal Income Trust II
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555

Van Kampen Municipal Opportunity Trust II
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555

Ladies and Gentlemen:

                  We have acted as special counsel to the Van Kampen Advantage
Municipal Income Trust II (the "Acquiring Fund"), a closed-end management
investment company organized as a Massachusetts business trust, and to the Van
Kampen Municipal Opportunity Trust II (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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12B
<SEQUENCE>3
<FILENAME>c02103exv99w12b.txt
<DESCRIPTION>TAX OPINION
<TEXT>
<PAGE>
                                                                   Exhibit 12(a)

                                January 27, 2006



Van Kampen Advantage Municipal Income Trust II
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555

Van Kampen Value 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 Advantage
Municipal Income Trust II (the "Acquiring Fund"), a closed-end management
investment company organized as a Massachusetts business trust, and to the Van
Kampen Value 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






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.16
<SEQUENCE>4
<FILENAME>c02103exv99w16.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>
                                                                     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

<PAGE>
<TABLE>
<CAPTION>

             Signature                                                                    Title
             ---------                                                                    -----

<S>                                                                     <C>
/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

</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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