AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2007
SECURITIES ACT FILE NO. 333-
INVESTMENT COMPANY ACT FILE NO. 811-22043
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO.
[ ] POST-EFFECTIVE AMENDMENT NO.
AND/OR
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] AMENDMENT NO. 3
VAN KAMPEN DYNAMIC CREDIT OPPORTUNITIES FUND
(Exact Name of Registrant as Specified in Charter)
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 847-2424
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 LEONARD B. MACKEY, JR.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP CLIFFORD CHANCE US LLP
333 WEST WACKER DRIVE 31 WEST 52ND STREET
CHICAGO, ILLINOIS 60606 NEW YORK, NEW YORK 10019
Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, as
amended, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate box):
[ ] When declared effective pursuant to section 8(c).
If appropriate, check the following box:
[ ] This [post-effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement].
[X] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is 333-141816.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES BEING REGISTERED REGISTERED PER SHARE OFFERING PRICE(1) FEE
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Common Shares, $0.01 par value 1,150,000 Shares(2) $20.00 $23,000,000 $706.10
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes shares that may be offered to the underwriters pursuant to an
over-allotment option.
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Explanatory Note
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form N-2 (File Nos. 333-141816 and 811-22043) and all amendments thereto
filed by Van Kampen Dynamic Credit Opportunities Fund (the "Registrant") with
the Securities and Exchange Commission, declared effective on June 26, 2007, are
incorporated herein by reference.
PART C
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Other information
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements
Part A--Report of independent registered public accounting firm(3)
Part B--Statement of Net Assets(3)
(2) Exhibits
(a) (1) Agreement and Declaration of Trust(3)
(2) First Certificate of Amendment to Agreement and
Declaration of Trust(3)
(b) By-Laws(3)
(c) Inapplicable
(d) Inapplicable
(e) Automatic Dividend Reinvestment Plan(3)
(f) Inapplicable
(g)(1) Investment Advisory Agreement(2)
(g)(2) Investment Subadvisory Agreement(3)
(h) Form of Underwriting Agreement(3)
(i)(1) Form of Trustee Deferred Compensation Plan(2)
(i)(2) Form of Trustee Retirement Plan(3)
(j) Form of Custodian Agreement(2)
(k)(1) Form of Stock Transfer Agency Agreement(2)
(k)(2) Form of Fund Accounting Agreement(2)
(k)(3) Form of Legal Services Agreement(2)
(l) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
LLP(1)
(m) Inapplicable
(n) Consent of Independent Registered Public Accounting Firm(1)
(o) Inapplicable
(p) Initial Subscription Agreement(2)
(q) Inapplicable
(r)(1) Code of Ethics of the Fund(3)
(r)(2) Code of Ethics of the Adviser(2)
(r)(3) Code of Ethics of the Subadviser(2)
(s) Power of Attorney(3)
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(1) Filed herewith.
(2) Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-2, File Nos. 333-141816 and
811-22043, filed on May 25, 2007.
(3) Incorporated herein by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-2, File Nos. 333-141816 and
811-22043, filed on June 26, 2007.
ITEM 25. MARKETING ARRANGEMENTS
Reference is made to the Form of Underwriting Agreement for the Registrant's
shares of beneficial interest to be filed by amendment to this Registration
Statement.
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ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:
Registration fee............................................ $ 12,356
NYSE listing fee............................................ $ 30,000
Printing (other than certificates).......................... $114,230
Accounting fees and expenses................................ $ 27,000
Legal fees and expenses..................................... $290,000
NASD fee.................................................... $ 40,000
Miscellaneous............................................... $ 11,414
Total..................................................... $525,000
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
None.
ITEM 28. NUMBER OF HOLDERS OF SHARES
As of June 26, 2007
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
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Common Shares of Beneficial Interest........................ 1
ITEM 29. INDEMNIFICATION
Section 8 of the Fund's Declaration of Trust provides as follows:
SECTION 8.1 Trustees, Shareholders, etc, Not Personally Liable; Notice. The
Trustees, officers, employees and agents of the Trust, in incurring any debts,
liabilities or obligations, or in limiting or omitting any other actions for or
in connection with the Trust, are or shall be deemed to be acting as Trustees,
officers, employees or agents of the Trust and not in their own capacities. No
Shareholder shall be subject to any personal liability whatsoever in tort,
contract or otherwise to any other Person or Persons in connection with the
assets or the affairs of the Trust or of any Series, and subject to Section 8.4
hereof, no Trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever in tort, contract, or otherwise, to any other
Person or Persons in connection with the assets or affairs of the Trust or of
any Series, save only that arising from his own willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office or the discharge of his functions. The Trust (or if the matter
relates only to a particular Series, that Series) shall be solely liable for any
and all debts, claims, demands, judgments, decrees, liabilities or obligations
of any and every kind, against or with respect to the Trust or such Series in
tort, contract or otherwise in connection with the assets or the affairs of the
Trust or such Series, and all Persons dealing with the Trust or any Series shall
be deemed to have agreed that resort shall be had solely to the Trust Property
of the Trust or the Series Assets of such Series, as the case may be, for the
payment or performance thereof.
The Trustees shall use their best efforts to ensure that every note, bond,
contract, instrument, certificate or undertaking made or issued by the Trustees
or by any officers or officer shall give notice that a Certificate of Trust,
referring to the Declaration of Trust, is on file with the Secretary of the
state of Delaware and shall recite to the effect that the same was executed or
made by or on behalf of the Trust or by them as Trustees or Trustee or as
officers or officer, and not individually, and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, or the particular
Series in question, as the case may be, but the omission thereof shall not
operate to bind any Trustees or Trustee or officers or
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officer or Shareholders or Shareholder individually, or to subject the Series
Assets of any Series to the obligations of any other Series.
SECTION 8.3. Indemnification of Shareholders. If any Shareholder (or former
Shareholder) of the Trust shall be charged or held to be personally liable for
any obligation or liability of the Trust solely by reason of being or having
been a Shareholder and not because of such Shareholder's acts or omissions or
for some other reason, the Trust (upon proper and timely request by the
Shareholder) may assume the defense against such charge and satisfy any judgment
thereon or may reimburse the Shareholders for expenses, and the Shareholder or
former Shareholder (or the heirs, executors, administrators or other legal
representatives thereof, or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled (but solely out of the
assets of the Series of which such Shareholder or former Shareholder is or was
the holder of Shares) to be held harmless from and indemnified against all loss
and expense arising from such liability.
SECTION 8.4. Indemnification of Trustees, Officers, etc. Subject to the
limitations, if applicable, hereinafter set forth in this Section 8.4, the Trust
shall indemnify (from the assets of the Series or Series to which the conduct in
question relates) each of its Trustees, officers, employees and agents
(including Persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise (hereinafter, together with such Person's
heirs, executors, administrators or personal representative, referred to as a
"Covered Person")) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such Covered Person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust; (ii)
had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office
(iii) for a criminal proceeding, had reasonable cause to believe that his
conduct was unlawful (the conduct described in (i), (ii) and (iii) being
referred to hereafter as "Disabling Conduct"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
Covered Person to be indemnified was not liable by reason of Disabling Conduct,
(ii) dismissal of a court action or an administrative proceeding against a
Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts, that the indemnitee
was not liable by reason of Disabling Conduct by (a) a vote of a majority of a
quorum of Trustees who are neither "interested persons" of the Trust as defined
in Section 2(a)(19) of the 1940 Act nor parties to the proceeding (the
"Disinterested Trustees"), or (b) an independent legal counsel in a written
opinion. Expenses, including accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by one or
more Series to which the conduct in question related in advance of the final
disposition of any such action, suit or proceeding; provided that the Covered
Person shall have undertaken to repay the amounts so paid to such Series if it
is ultimately determined that indemnification of such expenses is not authorized
under this Article 8 and (i) the Covered Person shall have provided security for
such undertaking, (ii) the Trust shall be insured against losses arising by
reason of any lawful advances, or (iii) a majority of a quorum of the
disinterested Trustees, or an independent legal counsel in a written opinion,
shall have determined, based on a review of readily
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available facts (as opposed to a full trial type inquiry), that there is reason
to believe that the Covered Person ultimately will be found entitled to
indemnification.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF ADVISER AND SUBADVISER
For information as to the business, profession, vocation or employment of a
substantial nature of each of the officers and directors of the Adviser and
Subadviser, reference is made to the Adviser's current Form ADV (File No.
801-1669) and the Subadviser's Form ADV (File No. 801-63319 ), each filed under
the Investment Adviser's Act of 1940, as amended, incorporated herein by
reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required by Section 31(a) of the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder to be maintained (i) by the Registrant, will be maintained at its
offices located at 1221 Avenue of the Americas, New York, New York 10020, Van
Kampen Investor Services Inc., Harborside Financial Center, Plaza 2, Jersey
City, New Jersey 07303-0947 or at the State Street Bank and Trust Company, 1776
Heritage Drive, North Quincy, Massachusetts; (ii) by the Adviser, will be
maintained at its offices located at 1221 Avenue of the Americas, New York, New
York 10020 or at 1 Parkview Plaza, Suite 100, Oakbrook Terrace, Illinois 60181;
and (iii) by the Subadviser, will be maintained at its offices located at 535
Madison Avenue, New York, New York 10022.
ITEM 32. MANAGEMENT SERVICES
Not Applicable.
ITEM 33. UNDERTAKINGS
(1) The Registrant hereby undertakes to suspend the offering of its
units until it amends its prospectus if (a) subsequent to the effective
date of its Registration Statement, the net asset value declines more
than 10 percent from its net asset value as of the effective date of the
Registration Statement or (b) the net asset value increases to an amount
greater than its net proceeds as stated in the Prospectus.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5)(a) For the purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of a Registration Statement in reliance upon
Rule 430A and contained in the form of Prospectus filed by the Registrant
under Rule 497 (h) under the Securities Act of 1933 shall be deemed to be
part of the Registration Statement as of the time it was declared
effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering thereof.
(6) The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of
receipt of a written or oral request, any Statement of Additional
Information.
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Signatures
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on the 28th day
of June, 2007.
VAN KAMPEN DYNAMIC CREDIT
OPPORTUNITIES FUND
By: /s/ Ronald E. Robison
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Ronald E. Robison
President and Principal Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
NAME TITLE
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Principal Executive Officer:
/s/ Ronald E. Robison President and Principal Executive Officer
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Ronald E. Robison
Principal Financial Officer:
/s/ Stuart N. Schuldt* Chief Financial Officer and Treasurer
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Stuart N. Schuldt
Trustees:
/s/ David C. Arch* Trustee
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David C. Arch
/s/ Jerry D. Choate* Trustee
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Jerry D. Choate
/s/ Rod Dammeyer* Trustee
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Rod Dammeyer
/s/ Linda Hutton Heagy* Trustee
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Linda Hutton Heagy
/s/ R. Craig Kennedy* Trustee
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R. Craig Kennedy
/s/ Howard J Kerr* Trustee
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Howard J Kerr
/s/ Jack E. Nelson* Trustee
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Jack E. Nelson
SIGNATURES
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NAME TITLE
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/s/ Hugo F. Sonnenschein* Trustee
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Hugo F. Sonnenschein
/s/ Wayne W. Whalen* Trustee
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Wayne W. Whalen
/s/ Suzanne H. Woolsey* Trustee
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Suzanne H. Woolsey
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* Signed by Lou Anne McInnis pursuant to a power of attorney filed herewith.
/s/ Lou Anne McInnis June 28, 2007
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Lou Anne McInnis
Attorney-in-Fact
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Exhibit Index
(l) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
LLP
(n) Consent of Independent Registered Public Accounting Firm