As filed with the Securities and Exchange Commission on May 9, 2006
Securities Act File No. 333-116994
Investment Company Act File No. 811-02851
================================================================================
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 HIGH INCOME CORPORATE BOND FUND
(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
================================================================================
EXPLANATORY NOTE
The Joint Proxy Statement/Prospectus in the form filed on August 30,
2004 pursuant to Rule 497 of the General Rules and Regulations under the
Securities Act of 1933, as amended, and the Statement of Additional Information
included in Pre-Effective Amendment No. 1 to the Registration Statement (File
Nos. 333-116994 and 811-02851) as filed on August 12, 2004 are incorporated
herein by reference.
This amendment is being filed in order to file, as Exhibit 12 to this
Registration Statement, the tax opinion 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.
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 High Income
Corporate Bond Fund (the "Registrant") on Form N-14 under the Securities Act of
1933 and the Investment Company Act of 1940 (File Nos. 333-116994 and 811-02851)
as filed with the Securities and Exchange Commission on August 12, 2004, which
information is incorporated herein by reference.
ITEM 16. EXHIBITS
(1) (a) First Amended and Restated Agreement and Declaration of Trust(1)
(b) Second Certificate of Amendment(4)
(c) Second Amended and Restated Certificate of Designation(4)
(2) (a) Amended and Restated Bylaws(1)
(3) Not Applicable
(4) Form of Agreement and Plan of Reorganization+
(5) (a) Specimen Class A Shares Certificate(3)
(b) Specimen Class B Shares Certificate(3)
(c) Specimen Class C Shares Certificate(3)
(6) Investment Advisory Agreement(3)
(7) (a) Distribution and Service Agreement(3)
(b) Form of Dealer Agreement(8)
(c) Form of Broker Fully Disclosed Selling Agreement(2)
(d) Form of Bank Fully Disclosed Selling Agreement(2)
(8) (a) Form of Trustee Deferred Compensation Plan(5)
(b) Form of the Trustee Retirement Plan(5)
(9) (a) (i) Custodian Contract(3)
(a) (ii) Amendment to Custodian Contract(7)
(b) Transfer Agency and Service Agreement(3)
(c) Data Access Services Agreement(2)
(10) (a) Plan of Distribution pursuant to Rule 12b-1(2)
(b) Form of Shareholder Assistance Agreement(2)
(c) Form of Administrative Services Agreement(2)
(d) Form of Shareholder Servicing Agreement(7)
(e) Amended and Restated Service Plan(7)
(f) Amended and Restated Multi-Class Plan(8)
(11) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP+
(12) Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the
Reorganization++
(13) (a) (i) Fund Accounting Agreement(3)
(a) (ii) Amendment to Fund Accounting Agreement(8)
(14) Consent of Ernst & Young LLP+
(15) Not Applicable
(16) Power of Attorney++
(17) (a) Form of Proxy Card(9)
(b) Prospectus of Van Kampen High Yield Fund+
----------
(1) Incorporated herein by reference to Post-Effective Amendment No. 36 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 22, 1995.
(2) Incorporated herein by reference to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 26, 1996.
(3) Incorporated herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 24, 1997.
(4) Incorporated herein by reference to Post-Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
October 22, 1998.
(5) Incorporated herein by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 23, 1999.
(6) Incorporated herein by reference to Post-Effective Amendment No. 44 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 22, 2000.
(7) Incorporated herein by reference to Post-Effective Amendment No. 46 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 20, 2002.
(8) Incorporated herein by reference to Post-Effective Amendment No. 47 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 19, 2003.
(9) Incorporated herein by reference to Registrant's Registration Statement on
Form N-14, filed June 30, 2004.
+ Incorporated herein by reference to Registrant's Registration Statement on
Form N-14, File Nos. 333-116994 and 811-02851, filed August 12, 2004.
++ Filed herewith.
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
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, hereunto duly authorized, in the
City of New York, and the State of New York, on May 9, 2006.
VAN KAMPEN HIGH INCOME CORPORATE
BOND FUND
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 Officer and Treasurer
-------------------------------------
Phillip G. Goff
TRUSTEES:
/s/ David C. Arch* Trustee
-------------------------------------
David C. Arch
/s/ Jerry D. Choate* Trustee
-------------------------------------
Jerry D. Choate
/s/ Rod Dammeyer* Trustee
-------------------------------------
Rod Dammeyer
/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 May 9, 2006
----------------------------------------
Stefanie V. Chang Yu
Attorney-in-Fact
C-2
EXHIBIT INDEX
12. Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP
16. Power of Attorney