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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1995
1933 ACT REGISTRATION NO. 33-59845
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
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REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. 2 /X/
POST-EFFECTIVE AMENDMENT NO. / /
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VAN KAMPEN AMERICAN CAPITAL
TAX FREE TRUST
(Exact Name of Registrant as Specified in Charter)
ONE PARKVIEW PLAZA, OAKBROOK TERRACE, ILLINOIS 60181
(Address of Principal Executive Offices)
TELEPHONE NUMBER: (708) 684-6000
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RONALD A. NYBERG, ESQ. COPIES TO:
VAN KAMPEN AMERICAN CAPITAL WAYNE W. WHALEN, ESQ.
TAX FREE TRUST THOMAS A. HALE, ESQ.
ONE PARKVIEW PLAZA SKADDEN, ARPS, SLATE, MEAGHER & FLOM
OAKBROOK TERRACE, ILLINOIS 60181 333 WEST WACKER
(Name and Address of Agent for Service) CHICAGO, ILLINOIS 60606
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REGISTRANT HEREBY EXPRESSLY ADOPTS THE REGISTRATION STATEMENT ON FORM N-14
OF VAN KAMPEN MERRITT TAX FREE FUND (REGISTRATION NO. 33-59845) AS REGISTRANT'S
OWN REGISTRATION STATEMENT FOR ALL PURPOSES OF THE SECURITIES ACT OF 1933 AND
THE SECURITIES EXCHANGE ACT OF 1934 AND ANY PRIOR RULE 24F-2 NOTICES OF VAN
KAMPEN MERRITT TAX FREE FUND.
PURSUANT TO THE PROVISIONS OF RULE 24F-2 OF THE INVESTMENT COMPANY ACT OF
1940, REGISTRANT HAS ELECTED TO REGISTER AN INDEFINITE NUMBER OF SHARES AND WILL
FILE A RULE 24F-2 NOTICE WITH THE COMMISSION FOR ITS FISCAL YEAR ENDING DECEMBER
31, 1995 ON OR BEFORE FEBRUARY 28, 1996. THEREFORE, NO FILING FEE IS DUE AT THIS
TIME.
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EXPLANATORY NOTE
The sole purpose of this Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-14 (File No. 33-59845) is for Van Kampen American Capital
Tax Free Trust, the successor entity to Van Kampen Merritt Tax Free Fund, to
assume the Registration Statement pursuant to Rule 414 under the Securities Act
of 1933 and for the Registrant to file an additional Power of Attorney as an
Exhibit to the Registration Statement. The information contained in Part A and
Part B of Pre-Effective Amendment No. 1 to the Registration Statement is
incorporated by reference herein in its entirety.
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PART C: OTHER INFORMATION
ITEM 15. INDEMNIFICATION
The VKAC Tax Free Trust's trustees and officers are covered by an Errors
and Omissions Policy. Section 5 of the current and proposed investment advisory
agreement between each series of the VKAC Tax Free Trust and VK Adviser provides
that, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the obligations or duties under the investment advisory
agreement on the part of VK Adviser, VK Adviser shall not be liable to the VKAC
Tax Free Trust or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding or sale of any security. The distribution
agreement provides that the VKAC Tax Free Trust shall indemnify Van Kampen
American Capital Distributors, Inc. and certain persons related thereto for any
loss or liability arising from any alleged misstatement of a material fact (or
alleged omission to state a material fact) contained in, among other things,
registration statements or prospectuses except to the extent the misstated fact
or omission was made in reliance upon information provided by or on behalf of
Van Kampen American Capital Distributors, Inc.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to trustees,
officers and controlling persons of the VKAC Tax Free Trust and VK Adviser and
Van Kampen American Capital Distributors, Inc. pursuant to the foregoing
provisions or otherwise, the VKAC Tax Free Trust has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the VKAC
Tax Free Trust of expenses incurred or paid by a trustee, director, officer, or
controlling person of the VKAC Tax Free Trust and the principal underwriter in
connection with the successful defense of any action, suit or proceeding) is
asserted against the VKAC Tax Free Trust by such trustee, director, officer or
controlling person or Van Kampen American Capital Distributors, Inc. in
connection with the Class A, B and C shares, respectively, being registered, the
VKAC Tax Free Trust will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 16. EXHIBITS
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(1) -- (a) Form of Agreement and Declaration of Trust+
-- (b) Form of Certificate of Designation for:
(i) Van Kampen American Capital Municipal Income Fund+
(ii) Van Kampen American Capital Insured Tax Free Income Fund+
(2) -- Bylaws+
(4) -- Form of Agreement and Plan of Reorganization for:
-- (a) (i) Van Kampen American Capital Municipal Income Fund and the Van Kampen
American Capital Municipal Bond Fund+
-- (b) (ii) Van Kampen American Capital Insured Tax Free Income Fund and the Van Kampen
American Capital Insured Municipal Fund+
(5) -- Form of Specimen Stock Certificate for:
-- (a) Class A Shares+
-- (b) Class B Shares+
-- (c) Class C Shares+
(6) -- Form of Investment Advisory Agreement+
(7) -- (a) Form of Distribution and Service Agreement+
-- (b) Form of Dealer Agreement+
-- (c) Form of Broker Agreement+
-- (d) Form of Bank Agreement+
(9) -- (a) Custodian Agreement++
-- (b) Form of Transfer Agency Agreement+
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C-1
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(10) -- (a) Form of Distribution Plan Pursuant to Rule 12b-1+
-- (b) Form of Shareholder Assistance Agreement+
-- (c) Form of Administrative Services Agreement+
-- (d) Form of Service Plan+
(11) -- Form of Opinion of Skadden, Arps, Slate, Meagher & Flom relating to:
-- (a) Van Kampen American Capital Municipal Income Fund+
-- (b) Van Kampen American Capital Insured Tax Free Municipal Fund+
(12) -- Form of Opinion of O'Melveny & Myers relating to:
-- (a) Van Kampen American Capital Municipal Income Fund+
-- (b) Van Kampen American Capital Insured Tax Free Municipal Fund+
(13) -- (a) Accounting Service Agreement+
-- (b) Legal Services Agreement+
(14) -- (a) Consent of Price Waterhouse LLP relating to:
(i) Van Kampen American Capital Municipal Bond Fund+
(ii) Van Kampen American Capital Insured Municipal Portfolio+
-- (b) Consent of KPMG Peat Marwick LLP relating to:
(i) Van Kampen American Capital Municipal Income Fund+
(ii) Van Kampen American Capital Insured Tax Free Income Fund+
(16) -- Powers of Attorney+,*
(17) -- (a) Copy of 24f-2 Election of Registrant+
-- (b) Form of proxy card for Van Kampen American Capital Municipal Bond Fund+
-- (c) Form of proxy card for Van Kampen American Capital Insured Fund+
-- (d) Prospectus of Van Kampen American Capital Municipal Bond Fund dated August 1,
1995+
-- (e) Prospectus of Van Kampen American Capital Insured Municipal Fund dated August 1,
1995+
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* Filed herewith.
+ Previously filed.
++ Incorporated herein by reference to Post-Effective Amendments Nos. 6 and 10
to Van Kampen Merritt Tax Free Fund's Registration Statement on Form N-1A,
File Number 2-99715, filed February 22, 1988 and May 25, 1990, respectively.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public re-offering
of the securities registered through the use of a prospectus which is a 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, the
re-offering prospectus will contain the information called for by the applicable
registration form for re-offerings by persons who may be deemed underwriters, in
addition to the information called for by the 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 a 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 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
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SIGNATURES
AS REQUIRED BY THE SECURITIES ACT OF 1933, THIS AMENDMENT TO THE
REGISTRATION STATEMENT HAS BEEN SIGNED ON BEHALF OF THE REGISTRANT IN THE CITY
OF OAKBROOK TERRACE AND STATE OF ILLINOIS, ON THE 31ST DAY OF JULY, 1995.
VAN KAMPEN AMERICAN CAPITAL
TAX FREE TRUST
By /s/ RONALD A. NYBERG
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Ronald A. Nyberg
Vice President and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED, ON JULY 31, 1995.
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SIGNATURE TITLE
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/s/ DONALD C. MILLER* Chairman and Trustee
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Donald C. Miller
/s/ DENNIS J. MCDONNELL* President and Trustee
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Dennis J. McDonnell
/s/ EDWARD C. WOOD, III* Vice President, Treasurer and Chief Financial
- --------------------------------------------- Officer (Accounting Officer)
Edward C. Wood, III
/s/ J. MILES BRANAGAN* Trustee
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J. Miles Branagan
/s/ RICHARD E. CARUSO* Trustee
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Richard E. Caruso
/s/ PHILLIP P. GAUGHAN* Trustee
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Phillip P. Gaughan
/s/ ROGER HILSMAN* Trustee
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Roger Hilsman
Trustee
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R. Craig Kennedy
/s/ JACK E. NELSON* Trustee
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Jack E. Nelson
/s/ DON G. POWELL* Trustee
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Don G. Powell
/s/ DAVID REES* Trustee
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David Rees
/s/ JEROME L. ROBINSON* Trustee
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Jerome L. Robinson
/s/ LAWRENCE S. SHEEHAN* Trustee
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Lawrence S. Sheehan
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SCHEDULE OF EXHIBITS TO AMENDMENT NO. 2 TO FORM N-14
VAN KAMPEN AMERICAN CAPITAL TAX FREE FUND
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EXHIBIT PAGE
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(1) -- (a) Form of Agreement and Declaration of Trust+
-- (b) Form of Certificate of Designation for:
(i) Van Kampen American Capital Municipal Income Fund+
(ii) Van Kampen American Capital Insured Tax Free Income Fund+
(2) -- Bylaws+
(4) -- Form of Agreement and Plan of Reorganization for:
-- (a) (i) Van Kampen American Capital Municipal Income Fund and the Van Kampen
American Capital Municipal Bond Fund+
-- (b) (ii) Van Kampen American Capital Insured Tax Free Income Fund and the Van
Kampen American Capital Insured Municipal Fund+
(5) -- Form of Specimen Stock Certificate for:
-- (a) Class A Shares+
-- (b) Class B Shares+
-- (c) Class C Shares+
(6) -- Form of Investment Advisory Agreement+
(7) -- (a) Form of Distribution and Service Agreement+
-- (b) Form of Dealer Agreement+
-- (c) Form of Broker Agreement+
-- (d) Form of Bank Agreement+
(9) -- (a) Custodian Agreement++
-- (b) Form of Transfer Agency Agreement+
(10) -- (a) Form of Distribution Plan Pursuant to Rule 12b-1+
-- (b) Form of Shareholder Assistance Agreement+
-- (c) Form of Administrative Services Agreement+
-- (d) Form of Service Plan+
(11) -- Form of Opinion of Skadden, Arps, Slate, Meagher & Flom relating to:
-- (a) Van Kampen American Capital Municipal Income Fund+
-- (b) Van Kampen American Capital Insured Tax Free Income Fund+
(12) -- Form of Opinion of O'Melveny & Myers relating to:
-- (a) Van Kampen American Capital Municipal Bond Fund+
-- (b) Van Kampen American Capital Insured Municipal Fund+
(13) -- (a) Accounting Service Agreement+
-- (b) Legal Services Agreement+
(14) -- (a) Consent of Price Waterhouse LLP relating to:
(i) Van Kampen American Capital Municipal Bond Fund+
(ii) Van Kampen American Capital Insured Municipal Portfolio+
-- (b) Consent of KPMG Peat Marwick LLP relating to:
(i) Van Kampen American Capital Municipal Income Fund+
(ii) Van Kampen American Capital Insured Tax Free Income Fund+
(16) -- Powers of Attorney+,*
(17) -- (a) Copy of 24f-2 Election of Registrant+
-- (b) Form of proxy card for Van Kampen American Capital Municipal Bond Fund+
-- (c) Form of proxy card for Van Kampen American Capital Insured Fund+
-- (d) Prospectus of Van Kampen American Capital Municipal Bond Fund dated August
1, 1995.+
-- (e) Prospectus of Van Kampen American Capital Insured Municipal Fund dated
August 1, 1995.+
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* Filed herewith.
+ Previously filed.
++ Incorporated herein by reference to Post-Effective Amendments Nos. 6 and 10
to Van Kampen Merritt Tax Free Fund's Registration Statement on Form N-1A,
File Number 2-99715, filed February 22, 1988 and May 25, 1990, respectively.
<PAGE> 1
EXHIBIT 16
POWER OF ATTORNEY
The undersigned, being a trustee of Van Kampen Merritt Tax Free Fund, a
Massachusetts business trust (the "Trust"), does hereby, in the capacity shown
below, individually appoint Dennis J. McDonnell and Ronald A. Nyberg, each of
Oakbrook Terrace, Illinois, and each of them, as the agents and
attorneys-in-fact with full power of substitution and resubstitution, for the
undersigned, to execute and deliver, for and on behalf of the undersigned, the
amendment to the Registration Statement on Form N-14 ("Registration Statement")
to be filed with the Securities and Exchange Commission on or about July 28,
1995, pursuant to the provisions of the Securities Act of 1933, and any and all
amendments to the Registration Statement which may be filed by the Trust with
the Securities and Exchange Commission.
Dated: July 25, 1995
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SIGNATURE TITLE
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/s/ DON G. POWELL Trustee
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Don G. Powell
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