<SEC-DOCUMENT>0000950137-05-011019.txt : 20120828
<SEC-HEADER>0000950137-05-011019.hdr.sgml : 20120828
<ACCEPTANCE-DATETIME>20050906153228
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000950137-05-011019
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050906

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0000895528
		IRS NUMBER:				367017427
		STATE OF INCORPORATION:			PA
		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 PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19981006

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNIC INCO TR
		DATE OF NAME CHANGE:	19971007

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MERRITT PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19930328
</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


                                September 6, 2005




Kevin Rupert
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C., 20549

     RE:  Van Kampen Pennsylvania Value Municipal Income
          Trust Form N-14 (File No. 333-126292)
          -------------------------------------

Dear Mr. Rupert:

     Van Kampen Pennsylvania Value Municipal Income Trust (File No. 811-07398)
has filed a registration statement on Form N-14 with respect to the proposed
reorganizations of Van Kampen Advantage Pennsylvania Municipal Income Trust, Van
Kampen Pennsylvania Quality Municipal Trust and Van Kampen Trust for Investment
Grade Pennsylvania Municipals into Van Kampen Pennsylvania Value Municipal
Income Trust (the "Proposed Reorganizations"). I write in response to your
request that we address, with respect to the Proposed Reorganizations, any
issues raised by the staff of the Securities and Exchange Commission in North
American Security Trust (publ. avail. Aug. 5, 1994) ("North American").

     In North American, North American Security Trust ("NAST"), a registered
investment company with a number of separate investment portfolios organized as
series of NAST, had reorganized three existing funds into a newly created fund,
and NAST sought the staff's position on whether the newly created fund could
advertise the performance record of one of the predecessor target funds. This
fact pattern materially differs from the fact pattern presented in the Proposed
Reorganizations of Van Kampen Advantage Pennsylvania Municipal Income Trust
("Advantage Pennsylvania Municipal Income Trust"), Van Kampen Pennsylvania
Quality Municipal Trust ("Pennsylvania Quality Municipal Trust") and Van Kampen
Trust for Investment Grade Pennsylvania Municipals ("Trust for Investment Grade
Pennsylvania Municipals") (collectively, the "Target Funds") into Van Kampen


<PAGE>

Kevin Rupert
September 6, 2005
Page 2


Pennsylvania Value Municipal Income Trust (the "Acquiring Fund"). In North
American, the acquiring fund was a newly created fund with no historical
performance record that was seeking to advertise the historical performance of
one of the three target funds. In the Proposed Reorganizations, however, the
Acquiring Fund is an existing, operating fund which intends going forward to
advertise only its own historical performance and does not seek to advertise
performance information of the Target Funds. Thus, North American on its face
does not apply to the present situation.

     Notwithstanding this conclusion, we also believe an analysis of the factors
enumerated by the staff in North American does not preclude the surviving
Acquiring Fund in the Proposed Reorganizations from using its historical
performance record going forward. In North American, the staff stated that the
surviving fund in the reorganization could carry forward the performance record
of the predecessor target fund that most "closely resembles" the surviving fund.
The staff indicated that in determining which predecessor fund most closely
resembles the surviving fund, the following factors, among others, should be
considered: 1) the similarity of the investment advisers of the funds; 2) the
investment objectives, policies and restrictions of each fund; 3) the net asset
level of each fund; 4) the expense structure and expense ratio of each fund; and
5) the portfolio composition of each fund. We address each of these factors in
turn below:

     1) The investment adviser to each Fund is Van Kampen Asset Management (the
"Adviser"). Each Fund is managed by the same members of the Adviser's Municipal
Fixed Income team. The surviving fund will continue to be managed by the same
members of this team.

     2) Each Fund seeks to provide a high level of current income exempt from
federal and Pennsylvania income taxes and, where possible under local law, local
income and personal property taxes, consistent with preservation of capital by
investing substantially all of its assets in Pennsylvania municipal securities
rated investment grade at the time of investment. The surviving fund will
continue to pursue this investment objective. While the Funds' other investment
policies and investment restrictions are similar, the surviving fund will
continue to comply with the Acquiring Fund's investment policies and investment
restrictions.

     3) As of January 31, 2005, Advantage Pennsylvania Municipal Income Trust
had net assets (including assets attributable to preferred shares) of
approximately $114.7 million, Pennsylvania Quality Municipal Trust had net
assets (including assets attributable to preferred shares) of approximately
$204.9 million, Trust for Investment Grade Pennsylvania Municipals had net
assets (including assets attributable to preferred shares) of approximately
$196.9 million, and the Acquiring




<PAGE>
Kevin Rupert
September 6, 2005
Page 3



Fund had net assets (including assets attributable to preferred shares) of
approximately $118.8 million.

     4) The expense structures of the Funds are identical. Each Fund pays the
Adviser a monthly management fee at the annual rate of 0.55% of such Fund's
average daily net assets, including assets attributable to preferred shares, and
the surviving fund will maintain this expense structure.

     5) Under normal market conditions, each Fund invests substantially all of
its assets in Pennsylvania municipal securities rated investment grade at the
time of investment. The portfolio composition of the surviving fund will
continue to be that of the Acquiring Fund.

     This analysis of the factors set forth in North American demonstrates that
the Funds are substantially similar but does not suggest that any one of the
Funds is the logically superior choice to be the surviving fund. In the absence
of such a choice, management determined that, consistent with its practice in
prior reorganizations, the Fund with the consistently lowest discount to net
asset value would be the surviving fund. Accordingly, the Acquiring Fund, which
over the last ten months has had a consistently lower discount to net asset
value than the Target Funds, was chosen to be the surviving fund.

     After completion of the Proposed Reorganizations, the surviving fund will
closely resemble the Acquiring Fund. Although the Acquiring Fund is not the
largest fund in terms of net assets, the surviving fund will be managed by the
Acquiring Fund's portfolio management team, will maintain the Acquiring Fund's
expense structure, will continue to pursue the Acquiring Fund's investment
objective and policies and will hold a portfolio that is substantially similar
to that of the Acquiring Fund. Accordingly, it is appropriate for the surviving
fund to carry forward the historical performance record of the Acquiring Fund.

     Should the staff have any additional questions regarding this issue, please
contact the undersigned at (312) 407-0940 or Charles B. Taylor at (312)
407-0863.

                                                     Sincerely,



                                                     Christopher M. Rohrbacher
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
