FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application for Deregistration of
Certain Registered Investment Companies
I. General Identifying Information
1. Reason fund is applying to deregister (check only one):
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end
of the form.)
2. Name of fund: Van Kampen Municipal Opportunity Trust II
3. Securities and Exchange Commission File No.: 811-07676
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
1221 Avenue of the Americas
New York, NY 10020
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
LouAnne D. McInnis, Esq.
1221 Avenue of the Americas
New York, NY 10020
(212) 762-5295
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act 17 CFR 270.31a-1, .31a-2]:
Van Kampen Funds Inc.
1 Parkview Plaza
Oakbrook Terrace, IL 60181-5555
(630) 684-6000
NOTE: Once deregistered, a fund is still required to
maintain and preserve the records described in rules
31a-1 and 31a-2 for the period specified in those
rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Massachusetts
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Van Kampen Asset Management
1221 Avenue of the Americas
New York, NY 10020
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
N/A
13. If the fund is a unit investment trust ("UIT") provide: N/A
(a) Depositor's name(s) and address(es):
(b) Trustee's name and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-_______
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
February 3, 2005
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place:
January 11, 2006
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
January 27, 2006
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share
ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders.
(e) For Mergers, provide the exchange ratio(s) used and explain
how it was calculated:
The common shares of Van Kampen Municipal Opportunity Trust II
(the "Target Fund") were converted into common shares of Van
Kampen Advantage Municipal Income Trust II ("the Acquiring
Fund") at a ratio of 1.025341 to 1 for common shares. The
exchange ratio was calculated by dividing the 1/27/06 NAV of
the Target Fund by the 1/27/06 NAV of the Acquiring Fund. The
Preferred shares of each Fund had a liquidation preference of
$25,000 per share, so the preferred shares of the Target Fund
were converted into preferred shares of the Acquiring Fund on
a 1-for-1 basis.
(f) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[X] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
1.025341 to 1 for common shares, 1 to 1 for preferred
18. Has the fund distributed ALL of its assets to the fund's shareholders?
Yes [X] No [ ]
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or
other liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the
Merger or Liquidation:
(i) Legal expenses: $150,000
(ii) Accounting expenses: $7,000
(iii) Other expenses (list and identify separately):
Typesetting and Printing of Proxy Statement and
filing: $57,000
Communications/Mailings: $181,000;
Trustee Pension: $97,000; Moody's Analysis: $10,000
(iv) Total expenses (sum of lines (i)-(iii) above):
$502,000
(b) How were those expenses allocated?
The expenses were shared by the Target Funds and the Acquiring
Fund in proportion to their respective projected annual
expense savings as a result of the Merger. The expenses were
not borne by the preferred shareholders of any of the Funds.
(c) Who paid those expenses? The registrant, Van Kampen Municipal
Opportunity Trust II ($205,820), Van Kampen Value Municipal
Income Trust ($105,420), and the Acquiring Fund, Van Kampen
Advantage Municipal Income Trust II ($190,760).
(d) How did the fund pay for unamortized expenses (if any)? None.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
Van Kampen Advantage Municipal Income Trust II
(c) State the Investment Company Act file number of the fund
surviving the Merger:
811-07868
(d) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
Reorganization Agreement was filed with the Commission on Form
N-14 on June 30, 2005, File No. 333-126299.
(e) If the merger or reorganization agreement has NOT been filed
with the Commission provide a copy of the agreement as an
exhibit to this form.
VERIFICATION
The undersigned states that (i) she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Van Kampen Municipal Opportunity Trust II (ii) she is an
Assistant Secretary of Van Kampen Municipal Opportunity Trust II and (iii) all
actions by shareholders, directors, trustees and any other body necessary to
authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of her knowledge, information and belief.
/s/ LouAnne D. McInnis
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LouAnne D. McInnis