As filed with the Securities and Exchange Commission on
October 23, 2009
Registration Nos. 033-6745
811-4718
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form N-1A
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Post-Effective Amendment No.
30
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REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
31
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Van Kampen
Tax Free Money Fund
(Exact Name of Registrant as
Specified in Declaration of Trust)
522 Fifth Avenue, New York, New York 10036
(Address of Principal Executive
Offices) (Zip Code)
(212) 296-6970
Registrants Telephone Number,
Including Area Code
STEFANIE CHANG YU, ESQ.
Managing Director
Van Kampen Investments Inc.
522 Fifth Avenue
New York, New York 10036
(Name and Address of Agent for
Service)
Copies To:
CHARLES B. TAYLOR, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
Approximate Date of Proposed Public Offering: As soon as
practicable following effectiveness of this
Registration Statement.
It is proposed that this filing will become effective:
o
immediately
upon filing pursuant to paragraph (b)
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on
October 30, 2009 pursuant to paragraph (b)
o
60
days after filing pursuant to paragraph (a)(1)
o
on
(date) pursuant to paragraph (a)(1)
o
75
days after filing pursuant to paragraph (a)(2)
o
on
(date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate check the following box:
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x
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this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
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Title of Securities Being Registered: Shares of Beneficial
Interest, par value $0.01 per share.
EXPLANATORY
NOTE
This Post-Effective Amendment No. 30 to the Van Kampen Tax
Free Money Fund (the Registrant) Registration
Statement on
Form N-1A
is being filed pursuant to paragraph (b)(1)(iii) of Rule 485 of
the Securities Act of 1933, as amended (the 1933
Act), solely for the purpose of delaying until
October 30, 2009, the effectiveness of Post-Effective
Amendment No. 29 to its Registration Statement on
Form N-1A,
filed with the Commission on August 26, 2009
(Post-Effective Amendment No. 29) pursuant to
paragraph (a) of Rule 485 of the 1933 Act.
This Post-Effective Amendment No. 30 incorporates by
reference the information contained in Parts A and B of
Post-Effective Amendment No. 29.
Part C.
Other Information
Item
23. Exhibits.
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(a)(1)
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Amended and Restated Agreement and Declaration of Trust
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(2)
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Certificate of Amendment(16)
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(b)
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Amended and Restated By-laws(28)
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(d)(1)
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Investment Advisory Agreement(15)
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(2)
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Amendment to Investment Advisory Agreement(24)
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(e)(1)
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Amended and Restated Distribution and Service Agreement(27)
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(2)
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Form of Dealer Agreement(22)
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(f)(1)
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Form of Trustee Deferred Compensation Agreement(29)
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(2)
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Form of Trustee Retirement Plan(29)
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(g)(1)(a)
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Custodian Contract(15)
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(b)
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Amendment dated May 24, 2001 to the Custodian Contract(21)
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(c)
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Amendment dated October 3, 2005 to the Custodian
Contract(25)
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(2)
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Amended and Restated Transfer Agency and Service Agreement(27)
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(h)(1)
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Amended and Restated Fund Accounting Agreement(29)
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(2)
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Amended and Restated Legal Services Agreement(28)
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(i)(1)
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Opinion of Skadden, Arps, Slate, Meagher & Flom
(Illinois)(12)
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(2)
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP(29)
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(j)
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Consent of Ernst & Young LLP(29)
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(k)
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Not Applicable
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(l)
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Not Applicable
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(m)(1)
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Plan of Distribution pursuant to
Rule 12b-1(14)
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(2)
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Form of Shareholder Assistance Agreement(14)
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(3)
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Form of Administrative Services Agreement(14)
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(4)
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Form of Shareholder Servicing Agreement(21)
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(5)
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Amended and Restated Service Plan(21)
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(n)
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Fourth Amended and Restated Multi-Class Plan(28)
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(p)(1)
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Code of Ethics of the Investment Adviser and the Distributor(27)
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(2)
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Code of Ethics of the Fund(19)
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(q)
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Power of Attorney(29)
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(z)(1)
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List of certain investment companies in response to Item
27(a)(29)
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(2)
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List of Officers and Directors of Van Kampen Funds Inc. in
response to Item 27(b)(29)
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(12)
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Incorporated herein by reference to Post-Effective Amendment
No. 12 to Registrants Registration Statement on Form
N-1A, File No. 033-6745, filed August 3, 1995.
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(14)
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Incorporated herein by reference to Post-Effective Amendment
No. 14 to Registrants Registration Statement on
Form N-1A,
File No. 033-6745, filed October 28, 1996.
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(15)
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Incorporated herein by reference to Post-Effective Amendment
No. 15 to Registrants Registration Statement on
Form N-1A,
File No. 033-6745, filed October 27, 1997.
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(16)
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Incorporated herein by reference to Post-Effective Amendment
No. 16 to Registrants Registration Statement on
Form N-1A,
File No. 033-6745, filed September 29, 1998.
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(19)
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Incorporated herein by reference to Post-Effective Amendment
No. 19 to Registrants Registration Statement on
Form N-1A,
File
No. 033-6745,
filed October 25, 2000.
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C-1
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(21)
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Incorporated herein by reference to Post-Effective Amendment
No. 21 to Registrants Registration Statement on
Form N-1A,
File
No. 033-6745,
filed October 25, 2002.
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(22)
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Incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrants Registration Statement on
Form N-1A,
File
No. 033-6745,
filed October 27, 2003.
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(24)
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Incorporated herein by reference to
Post-Effective
Amendment No. 24 to Registrants Registration
Statement on Form
N-1A,
File
No.
033-6745,
filed August 25, 2005.
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(25)
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Incorporated herein by reference to
Post-Effective
Amendment No. 25 to Registrants Registration
Statement on Form
N-1A,
File
No.
033-6745,
filed October 27, 2005.
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(27)
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Incorporated herein by reference to Post-Effective Amendment
No. 27 to Registrants Registration Statement on Form
N-1A,
File
No. 033-6745, filed October 25, 2007.
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(28)
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Incorporated herein by reference to Post-Effective Amendment
No. 28 to Registrants Registration Statement on Form
N-1A,
File
No. 033-6745,
filed October 28, 2008.
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(29)
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Incorporated herein by reference to Post-Effective Amendment
No. 29 to Registrants Registration Statement on Form
N-1A,
File
No. 033-6745, filed August 26, 2009.
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To be filed by
further amendment.
Item 24. Persons
Controlled by or Under Common Control with the Fund.
See the section entitled General Information in the
Statement of Additional Information.
Item 25. Indemnification.
Pursuant to Del. Code Ann. Title 12 Section 3817, a
Delaware statutory trust may provide in its governing instrument
for the indemnification of its officers and trustees from and
against any and all claims and demands whatsoever.
Reference is made to Article 8, Section 8.4 of the
Registrants Agreement and Declaration of Trust.
Article 8; Section 8.4 of the Agreement and Declaration of
Trust provides that each officer and trustee of the Registrant
shall be indemnified by the Registrant against all liabilities
incurred in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in
which the officer or trustee may be or may have been involved by
reason of being or having been an officer or trustee, except
that such indemnity shall not protect any such person against a
liability to the Registrant or any shareholder thereof to which
such person would otherwise be subject by reason of (i) not
acting in good faith in the reasonable belief that such
persons actions were not in the best interest of the
Trust, (ii) willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his or her office, or (iii) for a criminal
proceeding not having a reasonable cause to believe that such
conduct was unlawful (collectively Disabling
Conduct). Absent a court determination that an officer or
trustee seeking indemnification was not liable on the merits or
guilty of Disabling Conduct in the conduct of his or her office,
the decision by the Registrant to indemnify such person must be
based upon the reasonable determination of independent counsel
or non-party independent trustees, after review of the facts,
that such officer or trustee is not guilty of Disabling Conduct
in the conduct of his or her office.
The Registrant has purchased insurance on behalf of its officers
and trustees protecting such persons from liability arising from
their activities as officers or trustees of the Registrant. The
insurance does not protect or purport to protect such persons
from liability to the Registrant or to its shareholders to which
such officers or trustee would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of their office.
Conditional advancing of indemnification monies may be made if
the trustee or officer undertakes to repay the advance unless it
is ultimately determined that he or she is entitled to the
indemnification and only if the following conditions are met:
(1) the trustee or officer provides a security for the
undertaking; (2) the Registrant is insured against losses
arising from lawful advances; or (3) a majority of a quorum
of the Registrants disinterested, non-party trustees, or
an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that
a recipient of the advance ultimately will be found entitled to
indemnification.
C-2
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the 1933 Act) may be
permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by the trustee,
officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in
connection with the shares being registered, the Registrant
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 1933 Act and will be governed by the final adjudication of
such issue.
Pursuant to Section 7 of the Distribution and Service Agreement,
the Registrant agrees to indemnify and hold harmless
Van Kampen Funds Inc. (the Distributor) and
each of its trustees and officers and each person, if any, who
controls the Distributor within the meaning of Section 15
of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees) arising by reason of any
person acquiring any shares, based upon the ground that the
Registration Statement, prospectus, shareholder reports or other
information filed or made public by the Registrant (as from time
to time amended) included an untrue statement of a material fact
or omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading under
the 1933 Act, or any other statute or the common law. The
Registrant does not agree to indemnify the Distributor or hold
it harmless to the extent that the statement or omission was
made in reliance upon, and in conformity with, information
furnished to the Registrant by or on behalf of the Distributor.
In no case is the indemnity of the Registrant in favor of the
Distributor or any person indemnified to be deemed to protect
the Distributor or any person against any liability to the Fund
or its security holders to which the Distributor or such person
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties
under the agreement.
Pursuant to the agreement by which Van Kampen Investor
Services Inc. (Investor Services) is appointed
transfer agent of the Fund, the Registrant agrees to indemnify
and hold Investor Services harmless against any losses, damages,
costs, charges, payments, liabilities and expenses (including
reasonable counsel fees) arising out of or attributable to:
(1) the performance of Investor Services under the
agreement provided that Investor Services acted in good faith
with due diligence and without negligence or willful misconduct.
(2) reliance by Investor Services on, or reasonable use by,
Investor Services of information, records and documents which
have been prepared on behalf of, or have been furnished by, the
Fund, or the carrying out by Investor Services of any
instructions or requests of the Fund.
(3) the offer or sale of the Funds shares in
violation of any federal or state law or regulation or ruling by
any federal agency unless such violation results from any
failure by Investor Services to comply with written instructions
from the Fund that such offers or sales were not permitted under
such law, rule or regulation.
(4) the refusal of the Fund to comply with terms of the
agreement, or the Funds lack of good faith, negligence or
willful misconduct or breach of any representation or warranty
made by the Fund under the agreement provided that if the reason
for such failure is attributable to any action of the
Funds investment adviser or distributor or any person
providing accounting or legal services to the Fund, Investor
Services only will be entitled to indemnification if such entity
is otherwise entitled to the indemnification from the Fund.
See also Investment Advisory Agreement in the
Statement of Additional Information.
Item 26. Business
and Other Connections of Investment Adviser.
See Investment Advisory Services in the Prospectus
and Investment Advisory Agreement, Other
Agreements and Trustees and Officers in the
Statement of Additional Information for information regarding
the business of Van Kampen Asset Management (the
Adviser). For information as to the business,
profession, vocation and employment of a substantial nature of
each of the directors and officers of the Adviser, reference is
C-3
made to the Advisers current Form ADV (File
No. 801-1669)
filed under the Investment Advisers Act of 1940, as amended,
incorporated herein by reference.
Item 27. Principal
Underwriters.
(a) The sole principal underwriter is Van Kampen Funds Inc.
(the Distributor) which acts as principal
underwriter for certain investment companies and unit investment
trusts. See Exhibit (z)(1) incorporated herein.
(b) The Distributor, which is an affiliated person of the
Registrant, is the only principal underwriter for the
Registrant. The name, principal business address and positions
and offices with Van Kampen Funds Inc. of each of the directors
and officers are disclosed in Exhibit (z)(2), which is
incorporated herein. Except as disclosed under the heading,
Trustees and Officers in Part B of this Registration
Statement, none of such persons has any position or office with
the Registrant.
(c) Not applicable; the sole principal underwriter is Van
Kampen Funds Inc., an affiliate.
Item 28. Location
of Accounts and Records.
All accounts, books and other documents of the Registrant
required by Section 31(a) of the Investment Company Act of 1940,
as amended, and the rules promulgated thereunder to be
maintained (i) by the Registrant, will be maintained at its
offices located at 1 Parkview
Plaza Suite 100, PO Box 5555,
Oakbrook Terrace, Illinois
60181-5555,
Van Kampen Investor Services Inc., Harborside Financial
Center, Plaza 2, Jersey City, New Jersey
07303-0947,
or at State Street Bank and Trust Company, 1776 Heritage
Drive, North Quincy, Massachusetts 02171, (ii) by the
Adviser, will be maintained at its offices located at 1 Parkview
Plaza Suite 100, Oakbrook Terrace,
Illinois 60181-5555 and (iii) by Van Kampen Funds Inc., the
principal underwriter, will be maintained at its offices located
at 1 Parkview Plaza Suite 100, PO Box
5555, Oakbrook Terrace,
Illinois 60181-5555.
Item 29. Management
Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
C-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (the 1933 Act), and the Investment
Company Act of 1940, as amended, the Registrant, VAN KAMPEN
TAX FREE MONEY FUND, certifies that it meets all of the
requirements for effectiveness of this Amendment to the
Registration Statement pursuant to Rule 485 (b) under
the 1933 Act and 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 Oakbrook
Terrace, and State of Illinois, on the 23rd day of
October, 2009.
VAN KAMPEN TAX FREE MONEY FUND
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By:
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/s/
EDWARD
C. WOOD III
Edward
C. Wood III, President and Principal Executive Officer
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Pursuant to the requirements of the 1933 Act, this
amendment to the Registration Statement has been signed on
October 23, 2009, by the following persons in the
capacities indicated.
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Signatures
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Titles
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Principal Executive Officer:
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/s/
EDWARD
C. WOOD III
Edward
C. Wood III
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President and Principal Executive Officer
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Principal Financial Officer:
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/s/
STUART
N. SCHULDT*
Stuart
N. Schuldt
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Chief Financial Officer and Treasurer
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Trustees:
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/s/
DAVID
C. ARCH*
David
C. Arch
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Trustee
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/s/
JERRY
D. CHOATE*
Jerry
D. Choate
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Trustee
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/s/
ROD
DAMMEYER*
Rod
Dammeyer
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Trustee
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/s/
LINDA
HUTTON HEAGY*
Linda
Hutton Heagy
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Trustee
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/s/
R.
CRAIG KENNEDY*
R.
Craig Kennedy
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Trustee
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/s/
HOWARD
J KERR*
Howard
J Kerr
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Trustee
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/s/
JACK
E. NELSON*
Jack
E. Nelson
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Trustee
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/s/
HUGO
F. SONNENSCHEIN*
Hugo
F. Sonnenschein
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Trustee
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/s/
WAYNE
W. WHALEN*
Wayne
W. Whalen
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Trustee
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/s/
SUZANNE
H. WOOLSEY*
Suzanne
H. Woolsey
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Trustee
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* Signed by Elizabeth Nelson pursuant to a power of
attorney previously filed.
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/s/
ELIZABETH
NELSON
Elizabeth
Nelson
Attorney-in-Fact
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October 23, 2009
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C-5
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