nvcsr
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08743
Van Kampen Senior Income Trust
 
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York 10036
 
(Address of principal executive offices) (Zip code)
Edward C. Wood III
522 Fifth Avenue, New York, New York 10036
 
(Name and address of agent for service)
Registrant’s telephone number, including area code: 212-762-4000
Date of fiscal year end: 7/31
Date of reporting period: 7/31/09
 
 

 


 

Item 1. Report to Shareholders.
 
The Trust’s annual report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940 is as follows:
 
ANNUAL REPORT
 
July 31, 2009
 
     
     
     
     
   
MUTUAL FUNDS

Van Kampen
Senior Income Trust
(V VR)
     
    Privacy Notice information on the back.
     
     
     

  (VAN KAMPEN INVESTMENTS LOGO)
   
     


 

Welcome, Shareholder
 
In this report, you’ll learn about how your investment in Van Kampen Senior Income Trust performed during the annual period. The portfolio management team will provide an overview of the market conditions and discuss some of the factors that affected investment performance during the reporting period. In addition, this report includes the trust’s financial statements and a list of trust investments as of July 31, 2009.
 
 
Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the trust will achieve its investment objective. Trusts are subject to market risk, which is the possibility that the market values of securities owned by the trust will decline and that the value of the trust shares may therefore be less than what you paid for them. Accordingly, you can lose money investing in this trust.
 
An investment in senior loans is subject to certain risks such as loan defaults and illiquidity due to insufficient collateral backing.
 
             
NOT FDIC INSURED
    OFFER NO BANK GUARANTEE     MAY LOSE VALUE
NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
    NOT A DEPOSIT
             


 

Performance Summary as of 7/31/09 (Unaudited)
 
                         
Senior Income Trust
Symbol: VVR
Average Annual
    Based on
    Based on
Total Returns     NAV     Market Price
                         
Since Inception (6/23/98)       –0.22 %         –1.16 %  
                         
10-year       –1.12           –1.64    
                         
5-year       –6.46           –8.85    
                         
1-year       –30.27           –26.06    
 
 
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures, please visit vankampen.com or speak with your financial advisor. Investment returns and principal value will fluctuate and trust shares, when redeemed, may be worth more or less than their original cost.
 
The NAV per share is determined by dividing the value of the trust’s portfolio securities, cash and other assets, less all liabilities and preferred shares, by the total number of common shares outstanding. The common share market price is the price the market is willing to pay for shares of the trust at a given time. Common share market price is influenced by a range of factors, including supply and demand and market conditions. Total return assumes an investment at the beginning of the period, reinvestment of all distributions for the period in accordance with the trust’s dividend reinvestment plan, and sale of all shares at the end of the period.
 
 
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Trust Report
For the 12-month period ended July 31, 2009
 
Market Conditions
 
The senior loan market rallied strongly in 2009, returning 38.4 percent through July 31 as measured by the S&P LSTA Leveraged Loan Index (the “Index”). In the second quarter of the year the Index advanced 20.4 percent, the highest quarterly return on record, eclipsing the previous record of 9.8 percent set in the first quarter of 2009. The Index has now recovered a substantial amount of the losses experienced in the fourth quarter of 2008.
 
In the latter months of 2008, risk aversion, tight credit conditions, forced selling and rising corporate defaults made for a difficult environment for senior loans. In 2009 to date, however, technical factors in the market improved considerably. Flows into the asset class increased at an accelerating rate; retail fund inflows totaled $1.4 billion in the second quarter, nearly double the amount of inflows in the first quarter. At the same time, the pool of investable assets contracted at an increasing pace as loan prepayments accelerated. These prepayments came primarily from two sources. The first was the significant issuance of high yield bonds used to repay senior loans. This “bond for loan take-out” trend had the double impact of reducing the pool of investable loans and providing loan funds with cash to redeploy into other loans. Secondly, loan buybacks further reduced the supply of loans, although the pace of buybacks did slow in the second quarter. These factors, combined with a lack of new issuance, led loan managers to put their cash to work buying loans in the secondary market and thus, bidding up the market price of loans.
 
In the first quarter of 2009, loan managers focused on higher quality leveraged loans and therefore, BB rated loans saw the most gain. In the second quarter, however, investor risk appetite increased and lower quality loans began to outperform, leading to substantial gains for B and CCC rated loans.
 
The rally in the loan market has come in spite of the fact that economic data has remained generally weak. Gross domestic product (GDP) continued to contract and the unemployment rate approached 10 percent while the housing market remained weak and consumers showed no signs of increasing spending in the near future. In addition, corporate defaults continued to rise, with the senior loan default rate increasing to 9.4 percent as of July 31. We believe that this trend will continue and the default rate may potentially peak in the low teens around calendar year end before beginning to decline in 2010.
 
 
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Performance Analysis
 
The Trust’s return can be calculated based upon either the market price or the net asset value (NAV) of its shares. NAV per share is determined by dividing the value of the Trust’s portfolio securities, cash and other assets, less all liabilities and preferred shares, by the total number of common shares outstanding, while market price reflects the supply and demand for the shares. As a result, the two returns can differ, as they did during the reporting period. For the 12 months ended July 31, 2009, the Trust returned -26.06 percent on a market price basis and -30.27 percent on an NAV basis.
 
Total return for the 12-month period ended July 31, 2009
 
                           
    Based on
    Based on
   
    NAV     Market Price    
                           
      –30.27 %         –26.06 %      
 
 
 
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. Investment return, net asset value and common share market price will fluctuate and Trust shares, when sold, may be worth more or less than their original cost. See Performance Summary for additional performance information.
 
We continued to adhere to our research-intensive investment process, employing a bottom-up security selection process driven by thorough analysis of individual company fundamentals, and have not relaxed our rigorous credit standards. With defaults continuing to rise despite some nascent signs of recovery in the economy, we have increased our exposure to industries we believe exhibit greater defensive characteristics such as health care, utilities, cable and food. These industries historically have tended to have consistent cash flows and hard assets where being senior secured can provide for better recoveries in the event of default.
 
Conversely, we avoided sectors or industries we believed were more cyclical, or vulnerable to an economic downturn. For example, the Trust remained underweighted in the auto, airline and retail industries because of their susceptibility to the weakening economy. Concentrations in the portfolio by both industry and borrower remain low, reflecting our belief that, after credit selection, diversification is the best way to help guard against defaults in what we believe will continue to be a rising default environment over the near term.
 
The Trust remained fully invested in senior secured loans, and used a modest amount of leverage, which enhanced returns during the market rally we experienced over the past several months. In fact, year to date through July 31, the Trust returned 49.75 percent on a market-price basis and 62.62 percent on an NAV basis, although past performance is no guarantee of future results. Leverage involves borrowing at a floating short-term rate and reinvesting the proceeds at a higher rate. Unlike other fixed-income asset classes, using leverage in conjunction with senior loans does not involve the same degree of risk from rising short-term interest rates since the income from senior loans adjusts to changes in interest rates, as do the rates which
 
 
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determine the Trust’s borrowing costs. (Similarly, should short-term rates fall, borrowing costs would also decline. Leverage, though, may lead to greater share price volatility.) While the amount of leverage used has been reduced, we continue to believe that a modest amount of leverage will be beneficial going forward.
 
Market Outlook
 
Despite the increase in the default rate and the large rally in loan prices, we still see value in the leveraged loan asset class over the longer term. In the near term, however, we expect the loan market to have some volatility. On the one hand, the technical factors in the market remain strong and show no signs of abating, and the recent economic news has been encouraging. But our optimism with respect to the rally continuing with its current momentum is tempered by our view that the timing and speed of an economic recovery remains uncertain.
 
Going forward, we will remain focused on ensuring the Trust has sufficient liquidity while maintaining a high quality, well-diversified portfolio of issuers with stable cash flows, strong management teams, and collateral value sufficient to provide a solid second way out in a worst-case default scenario.
 
There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Trust in the future.
 
 
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Summary of Investments by Industry Classification as of 7/31/09 (Unaudited)
 
Healthcare
    10.9 %
Utilities
    8.0  
Beverage, Food & Tobacco
    6.4  
Hotels, Motels, Inns & Gaming
    5.8  
Finance
    5.7  
Chemicals, Plastics & Rubber
    5.3  
Broadcasting—Cable
    5.3  
Entertainment & Leisure
    4.8  
Printing & Publishing
    4.6  
Automotive
    2.9  
Electronics
    2.7  
Insurance
    2.6  
Business Equipment & Services
    2.5  
Containers, Packaging & Glass
    2.5  
Non-Durable Consumer Products
    2.4  
Aerospace/Defense
    2.2  
Education & Child Care
    2.1  
Broadcasting—Television
    1.7  
Broadcasting—Radio
    1.6  
Textiles & Leather
    1.6  
Medical Products & Services
    1.5  
Buildings & Real Estate
    1.5  
Restaurants & Food Service
    1.4  
Retail—Stores
    1.3  
Construction Material
    1.1  
Banking
    1.1  
Telecommunications—Local Exchange Carriers
    1.0  
Telecommunications—Wireless
    0.9  
Broadcasting—Diversified
    0.8  
Paper & Forest Products
    0.8  
Pharmaceuticals
    0.7  
Health & Beauty
    0.7  
Machinery
    0.6  
Diversified Manufacturing
    0.6  
Grocery
    0.6  
Home & Office Furnishings, Housewares & Durable Consumer Products
    0.6  
Retail—Specialty
    0.6  
Telecommunications—Long Distance
    0.5  
Retail—Oil & Gas
    0.4  
Ecological
    0.3  
Transportation—Cargo
    0.3  
Farming & Agriculture
    0.2  
Durable Consumer Products
    0.2  
Natural Resources
    0.1  
Mining, Steel, Iron & Non-Precious Metals
    0.1  
         
Total Long-Term Investments
    99.5  
Short-Term Investments
    0.5  
         
Total Investments
    100.0 %
 
 
Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned or securities in the sectors shown above. Summary of investments by industry classification percentages are as a percentage of total investments. Securities are classified by sectors that represent broad groupings of related industries. Van Kampen is a wholly owned subsidiary of a global securities firm which is engaged in a wide range of financial services including, for example, securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.
 
 
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Portfolio Management
 
Van Kampen Senior Income Trust is managed by members of the Adviser’s Senior Loan Group, which currently includes Gerard Fogarty and Jeffrey Scott, each a Vice President of the Adviser, and Philip Yarrow, an Executive Director of the Adviser. All team members are responsible for the day-to-day management of the Trust’s portfolio.
 
Mr. Fogarty joined the Adviser in 2007 and began managing the Trust in July 2008. Mr. Fogarty has approximately 11 years of investment experience. From 2003 to 2007 and prior to joining the Adviser, Mr. Fogarty was employed by JPMorgan and held a number of positions including Director in the financial institutions group, and most recently as a Credit Executive in the commercial real estate group. Prior to joining JPMorgan, Mr. Fogarty was employed as an Associate in the financial institutions group at Bank of America. Mr. Fogarty received a B.S. from Indiana University and an M.B.A. from the University of Chicago Graduate School of Business.
 
Mr. Scott joined the Adviser in 2005 and began managing the Trust in July 2008. Mr. Scott has approximately 18 years of investment industry experience. Prior to joining the Adviser, Mr. Scott was employed by State Farm Insurance Companies where he served as an Assistant Vice President in the Mutual Fund Group responsible for product development and strategy as well as a Regional Vice President for Sales for the Financial Services Division. Mr. Scott received a B.S. from Elmhurst College and an M.B.A. from the University of Chicago Graduate School of Business. Mr. Scott also holds the Chartered Financial Analyst designation.
 
Mr. Yarrow joined the Adviser in 2005 and began managing the Trust in March 2007. Mr. Yarrow has over 13 years of investment experience. Prior to joining the Adviser, Mr. Yarrow was a credit analyst and a portfolio manager at Bank One/JPMorgan. Mr. Yarrow received a bachelor’s degree in mathematics and economics from the University of Nottingham and an M.B.A. in finance from Northwestern University. Mr. Yarrow also holds the Chartered Financial Analyst designation.
 
 
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For More Information About Portfolio Holdings
 
Each Van Kampen trust provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the trust’s second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Van Kampen also delivers the semiannual and annual reports to fund shareholders, and makes these reports available on its public Web site, www.vankampen.com. In addition to the semiannual and annual reports that Van Kampen delivers to shareholders and makes available through the Van Kampen public Web site, each fund files a complete schedule of portfolio holdings with the SEC for the trust’s first and third fiscal quarters on Form N-Q. Van Kampen does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Van Kampen public Web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC’s Web site, http://www.sec.gov. You may also review and copy them at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, Washington, DC 20549-0102.
 
You may obtain copies of a trust’s fiscal quarter filings by contacting Van Kampen Client Relations at (800) 341-2929.
 
Proxy Voting Policy and Procedures and Proxy Voting Record
 
You may obtain a copy of the Trust’s Proxy Voting Policy and Procedures without charge, upon request, by calling toll free (800) 341-2929 or by visiting our Web site at www.vankampen.com. It is also available on the Securities and Exchange Commission’s Web site at http://www.sec.gov.
 
You may obtain information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 without charge by visiting our Web site at www.vankampen.com. This information is also available on the Securities and Exchange Commission’s Web site at http://www.sec.gov.
 
 
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Investment Advisory Agreement Approval
 
Both the Investment Company Act of 1940 and the terms of the Trust’s investment advisory agreement require that the investment advisory agreement between the Trust and its investment adviser be approved annually both by a majority of the Board of Trustees and by a majority of the independent trustees voting separately.
 
At meetings held on April 17, 2009 and May 20-21, 2009, the Board of Trustees, and the independent trustees voting separately, considered and ultimately determined that the terms of the investment advisory agreement are fair and reasonable and approved the continuance of the investment advisory agreement as being in the best interests of the Trust and its shareholders. In making its determination, the Board of Trustees considered materials that were specifically prepared by the investment adviser at the request of the Board and Trust counsel, and by an independent provider of investment company data contracted to assist the Board, relating to the investment advisory agreement review process. The Board also considered information received periodically about the portfolio, performance, the investment strategy, portfolio management team and fees and expenses of the Trust. Finally, the Board considered materials it had received in connection with the consideration of a share repurchase program for the Trust. The Board of Trustees considered the investment advisory agreement over a period of several months and the trustees held sessions both with the investment adviser and separate from the investment adviser in reviewing and considering the investment advisory agreement.
 
In approving the investment advisory agreement, the Board of Trustees considered, among other things, the nature, extent and quality of the services provided by the investment adviser, the performance, fees and expenses of the Trust compared to other similar funds and other products, the investment adviser’s expenses in providing the services and the profitability of the investment adviser and its affiliated companies. The Board of Trustees considered the extent to which any economies of scale experienced by the investment adviser are shared with the Trust’s shareholders, and the propriety of breakpoints in the Trust’s investment advisory fee schedule. The Board of Trustees considered comparative advisory fees of the Trust and other investment companies and/or other products at different asset levels, and considered the trends in the industry. The Board of Trustees evaluated other benefits the investment adviser and its affiliates derive from their relationship with the Trust. The Board of Trustees reviewed information about the foregoing factors and considered changes, if any, in such information since its previous approval. The Board of Trustees discussed the financial strength of the investment adviser and its affiliated companies and the capability of the personnel of the investment adviser, and specifically the strength and background of its portfolio management personnel. The Board of Trustees reviewed the statutory and regulatory requirements for approval and disclosure of investment advisory agreements. The Board of Trustees, including the independent trustees, evaluated all of the foregoing and does not believe any single factor or group of factors control or dominate the review process, and, after considering all factors together, has determined, in the exercise of its business judgment, that approval of the investment advisory agreement is in the best interests
 
 
8


 

of the Trust and its shareholders. The following summary provides more detail on certain matters considered but does not detail all matters considered.
 
Nature, Extent and Quality of the Services Provided. On a regular basis, the Board of Trustees considers the roles and responsibilities of the investment adviser as a whole and those specific to portfolio management, support and trading functions servicing the Trust. The trustees discuss with the investment adviser the resources available and used in managing the Trust and changes made in the Trust’s portfolio management team and the Trust’s portfolio management strategy over time. The trustees also discuss certain other services which are provided on a cost-reimbursement basis by the investment adviser or its affiliates to the Van Kampen funds including certain accounting, administrative and legal services. The Board has determined that the nature, extent and quality of the services provided by the investment adviser support its decision to approve the investment advisory agreement.
 
Performance, Fees and Expenses of the Trust. On a regular basis, the Board of Trustees reviews the performance, fees and expenses of the Trust compared to its peers and to appropriate benchmarks. In addition, the Board spends more focused time on the performance of the Trust and other Trusts in the Van Kampen complex, paying specific attention to underperforming funds. The trustees discuss with the investment adviser the performance goals and the actual results achieved in managing the Trust. When considering a trust’s performance, the trustees and the investment adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance with special attention to three-year performance) and, when a trust’s weighted performance is under the Trust’s benchmark or peers, they discuss the causes and where necessary seek to make specific changes to investment strategy or investment personnel. The Trust discloses more information about its performance elsewhere in this report. The trustees discuss with the investment adviser the level of advisory fees for this Trust relative to comparable funds and other products advised by the adviser and others in the marketplace. The trustees review not only the advisory fees but other fees and expenses (whether paid to the adviser, its affiliates or others) and the Trust’s overall expense ratio. The Board has determined that the performance, fees and expenses of the Trust support its decision to approve the investment advisory agreement.
 
Investment Adviser’s Expenses in Providing the Service and Profitability. At least annually, the trustees review the investment adviser’s expenses in providing services to the Trust and other funds advised by the investment adviser and the profitability of the investment adviser. These profitability reports are put together by the investment adviser with the oversight of the Board. The trustees discuss with the investment adviser its revenues and expenses, including among other things, revenues for advisory services, portfolio management-related expenses, revenue sharing arrangement costs and allocated expenses both on an aggregate basis and per fund. The Board has determined that the analysis of the investment adviser’s expenses and profitability support its decision to approve the investment advisory agreement.
 
 
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Economies of Scale. On a regular basis, the Board of Trustees considers the size of the Trust and how that relates to the Trust’s expense ratio and particularly the Trust’s advisory fee rate. In conjunction with its review of the investment adviser’s profitability, the trustees discuss with the investment adviser how more (or less) assets can affect the efficiency or effectiveness of managing the Trust’s portfolio and whether the advisory fee level is appropriate relative to current asset levels and/or whether the advisory fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and potential economies of scale of the Trust support its decision to approve the investment advisory agreement.
 
Other Benefits of the Relationship. On a regular basis, the Board of Trustees considers other benefits to the investment adviser and its affiliates derived from the investment adviser’s relationship with the Trust and other funds advised by the investment adviser. These benefits include, among other things, fees for transfer agency services provided to the funds, in certain cases research received by the adviser generated from commission dollars spent on funds’ portfolio trading, and in certain cases distribution or service related fees related to funds’ sales. The trustees review with the investment adviser each of these arrangements and the reasonableness of its costs relative to the services performed. The Board has determined that the other benefits received by the investment adviser or its affiliates support its decision to approve the investment advisory agreement.
 
 
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Van Kampen Senior Income Trust
Portfolio of Investments  n  July 31, 2009
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Variable Rate** Senior Loan Interests  154.1%
Aerospace/Defense  3.5%
$ 4,092     Alion Science and Technology Corp., Term Loan   9.50%   02/16/13   $ 3,355,299  
  2,159     Apptis, Inc., Term Loan   3.54 to 3.85   12/20/12     1,511,636  
  2,119     Atlantic Marine Services, Term Loan   4.56   03/22/14     2,007,548  
  993     Booz Allen Hamilton, Inc., Term Loan (a)   7.50   07/31/15     996,845  
  1,173     DeCrane Aircraft Holdings, Inc., Term Loan   6.38   02/21/13     885,537  
  8,146     IAP Worldwide Services, Inc., Term Loan (b)   9.25 to 11.50   12/30/12 to 06/28/13     4,978,570  
  4,416     ILC Industries, Inc., Term Loan   2.29   02/24/12     4,195,200  
  2,650     Primus International, Inc., Term Loan   2.79   06/07/12     2,239,245  
  4,819     Vangent, Inc., Term Loan   2.92   02/14/13     4,445,829  
  625     Wesco Aircraft Hardware Corp., Term Loan   6.04   03/28/14     490,625  
                         
                      25,106,334  
                         
        Automotive  4.6%
  3,250     Acument Global Technologies, Term Loan   5.10   08/11/13     1,503,071  
  3,990     Federal-Mogul Corp., Term Loan   2.23 to 2.25   12/27/14 to 12/27/15     3,022,329  
  9,642     Ford Motor Co., Term Loan   3.28 to 3.51   12/16/13     8,231,432  
  7,075     Metokote Corp., Term Loan   3.29 to 5.25   11/27/11     3,802,863  
  872     Navistar International Corp., Revolving Credit Agreement   3.54   01/19/12     812,414  
  2,398     Navistar International Corp., Term Loan   3.54   01/19/12     2,234,137  
  2,087     Oshkosh Truck Corp., Term Loan   6.60 to 6.64   12/06/13     2,072,505  
  611     Performance Transportation Services, Inc., Revolving Credit Agreement (c) (d) (e)   7.29   01/26/12     168,159  
  420     Performance Transportation Services, Inc., Term Loan (c) (d) (e)   7.50   01/26/12     115,474  
  4,865     Polypore, Inc., Term Loan   2.56   07/03/14     4,597,509  
  4,670     Sensata Technologies, Inc., Term Loan   2.25   04/26/13     3,935,777  
  499     TRW Automotive, Inc., Term Loan   6.31   02/09/14     474,726  
  2,000     United Components, Inc., Term Loan   3.21   06/29/12     1,765,000  
                         
                      32,735,396  
                         
        Banking  1.7%
  13,318     Dollar Financial Corp., Term Loan   3.29 to 3.35   10/30/12     12,219,162  
                         
 
 
11
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
         
        Beverage, Food & Tobacco  10.1%
$ 5,204     Acosta, Inc., Term Loan (a)   2.54%   07/28/13   $ 4,949,955  
  3,126     BE Foods Investments, Inc., Term Loan (b)   6.05   07/11/12     2,766,593  
  11,169     Coleman Natural Foods, LLC, Term Loan (b)   6.92 to 11.72   08/22/12 to 08/22/13     6,073,386  
  4,748     DCI Cheese Co., Term Loan   3.85   06/30/10     2,730,225  
  11,185     Dole Food Co. Inc., Term Loan   7.37 to 8.00   04/12/13     11,288,777  
  10,179     DS Waters of America, Inc., Term Loan   2.54   10/27/12     9,161,194  
  4,950     DSW Holdings, Inc., Term Loan   4.29   03/02/12     4,133,250  
  9,753     Farley’s & Sathers Candy Co., Inc., Term Loan   4.04 to 8.30   06/15/10 to 03/24/11     8,907,763  
  5,750     FSB Holdings, Inc., Term Loan   2.56 to 6.06   09/29/13 to 03/29/14     4,936,804  
  1,159     Michael Foods, Inc., Term Loan   6.50   05/01/14     1,170,758  
  1,099     PBM Products, LLC, Term Loan   2.54   09/29/12     1,027,617  
  319     Pinnacle Foods Finance, LLC, Revolving Credit Agreement   3.05   04/02/13     215,460  
  6,824     Pinnacle Foods Finance, LLC, Term Loan   3.06   04/02/14     6,244,172  
  749     Smart Balance, Inc., Term Loan   3.60   05/18/14     681,983  
  7,899     Wm. Wrigley Jr. Co., Term Loan   6.50   09/30/14     8,001,584  
                         
                      72,289,521  
                         
        Broadcasting—Cable  8.3%
  4,520     Cequel Communications, LLC, Term Loan   2.30 to 4.25   11/05/13     4,330,106  
  22,465     Charter Communications Operating, LLC, Term Loan (e)   6.25 to 6.75   03/06/14 to 09/06/14     20,323,001  
  3,701     CSC Holdings, Inc., Term Loan   1.29   02/24/12     3,587,364  
  3,990     DIRECTV Holdings, LLC, Term Loan   5.25   04/13/13     4,011,123  
  4,389     Discovery Communications Holdings, LLC, Term Loan   5.25   05/14/14     4,460,321  
  1,977     Knology Inc., Term Loan   2.54   06/30/12     1,848,343  
  4,888     MCC Iowa, LLC, Term Loan   2.02 to 6.50   01/31/15 to 01/03/16     4,671,530  
  2,340     Mediacom Illinois, LLC, Term Loan   2.02   01/31/15     2,201,549  
  7,271     RCN Corp., Term Loan   2.88   05/25/14     6,798,144  
  7,141     TWCC Holding Corp., Term Loan   7.25   09/12/15     7,223,790  
                         
                      59,455,271  
                         
        Broadcasting—Diversified  1.3%
  8,248     Alpha Topco, Ltd., Term Loan (United Kingdom) (a)   2.54 to 3.79   12/31/13 to 06/30/14     5,991,933  
  4,319     Cumulus Media, Inc., Term Loan   4.29   06/11/14     2,915,523  
  701     NEP II, Inc., Term Loan   2.54   02/16/14     616,795  
                         
                      9,524,251  
                         
 
 
12
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Broadcasting—Radio  2.6%
$ 2,500     Citadel Broadcasting Corp., Term Loan   2.33 to 2.35%   06/12/14   $ 1,418,750  
  6,711     CMP KC, LLC, Term Loan (f)   6.25   05/03/11     2,046,799  
  13,975     CMP Susquehanna Corp., Term Loan   2.31   05/05/13     7,616,309  
  1,741     LBI Media, Inc., Term Loan   1.79   03/31/12     1,290,886  
  4,675     Multicultural Radio Broadcasting, Inc., Term Loan   3.05 to 6.05   12/18/12 to 06/18/13     3,265,625  
  3,761     NextMedia Operating, Inc., Term Loan   8.25   11/15/12     2,538,704  
  2,127     NextMedia Operating, Inc., Term Loan (b) (d)   11.25   11/15/13     159,505  
                         
                      18,336,578  
                         
        Broadcasting—Television  2.7%
  960     Barrington Broadcasting, LLC, Term Loan (a)   4.85 to 5.19   08/12/13     599,518  
  2,687     FoxCo Acquisition, LLC, Term Loan   7.25   07/14/15     2,140,620  
  961     High Plains Broadcasting Operating Co., LLC, Term Loan   7.25   09/14/16     670,374  
  3,630     Newport Television, LLC, Term Loan   7.25 to 8.00   09/14/16     2,532,233  
  249     NV Broadcasting, LLC, Term Loan   13.00   02/28/10     249,161  
  4,115     NV Broadcasting, LLC, Term Loan (d)   5.25   11/01/13     1,131,510  
  3,632     Sunshine Acquisition, Ltd., Term Loan   3.26   03/20/12     2,950,942  
  11,053     Univision Communications, Inc., Term Loan   2.54   09/29/14     8,950,801  
                         
                      19,225,159  
                         
        Buildings & Real Estate  2.4%
  2,500     El Ad IDB Las Vegas, LLC, Term Loan   3.05   08/09/12     1,937,500  
  6,000     Ginn LA CS Borrower, LLC, Term Loan (d) (f)   10.20   06/08/12     10,002  
  14,820     Ginn LA CS Borrower, LLC, Term Loan (d)   6.20 to 7.75   06/08/11     1,506,705  
  308     KAG Property, LLC, Term Loan (f)   6.31   09/23/09     296,481  
  6,638     Kuilima Resort Co., Term Loan (b) (d) (f)   22.25   09/30/11     0  
  113     Kuilima Resort Co., Term Loan (b) (d) (f) (g)   30.25   10/01/08     0  
  3,000     Kyle Acquisition Group, LLC, Term Loan (d)   6.00   07/20/11     247,500  
  2,200     Kyle Acquisition Group, LLC, Term Loan (d) (g)   5.75   07/20/09     181,500  
 
 
13
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Buildings & Real Estate (Continued)
$ 602     Lake at Las Vegas Joint Venture, LLC, Revolving Credit Agreement (b) (d) (e)   14.35%   06/20/12   $ 37,114  
  1,000     Lake at Las Vegas Joint Venture, LLC, Term Loan (e)   7.79   08/07/09     740,000  
  6,066     Lake at Las Vegas Joint Venture, LLC, Term Loan (b) (d) (e)   14.35   12/22/12     374,075  
  10     Lake at Las Vegas Joint Venture, LLC, Term Loan (d) (e)   20.00   10/01/09     636  
  3,389     Landsource Communities Development, LLC, Term Loan (b) (d) (e) (g)   8.25   07/31/09     429,296  
  4,235     NLV Holdings, LLC, Term Loan (b) (e)   6.25 to 12.50   05/09/11 to 05/09/12     740,157  
  4,718     Realogy Corp., Term Loan   3.31   10/10/13     3,656,737  
  2,000     South Edge, LLC, Term Loan (d)   5.50   10/31/09     500,000  
  1,908     South Edge, LLC, Term Loan (d) (g)   5.25   10/31/08     357,752  
  540     Standard Pacific Corp., Term Loan   2.60   05/05/13     380,700  
  5,946     Tamarack Resorts, LLC, Term Loan (d) (f)   7.50 to 8.05   05/19/11     891,900  
  497     Tamarack Resorts, LLC, Term Loan (d) (f) (g)   18.00   07/02/09     478,889  
  5,533     WCI Communities, Inc., Term Loan (e)   5.55   12/23/10     3,190,634  
  3,876     Yellowstone Mountain Club, LLC, Term Loan (d) (e) (l)   4.63 to 5.29   09/30/10 to 07/16/14     1,007,838  
                         
                      16,965,416  
                         
        Business Equipment & Services  4.0%
  3,620     First American Payment Systems, LP, Term Loan   3.31 to 4.81   10/06/13     3,113,415  
  2,157     GSI Holdings, LLC, Term Loan   3.68   08/01/14     1,790,673  
  1,504     InfoUSA, Inc., Term Loan   2.60   02/14/12     1,434,969  
  5,721     NCO Financial Systems, Term Loan   7.50   05/15/13     5,206,306  
  12,669     Nielsen Finance, LLC, Term Loan   2.30   08/09/13     11,893,020  
  3,909     RGIS Services, LLC, Term Loan   2.99 to 3.10   04/30/14     3,342,287  
  173     Sedgwick CMS Holdings, Inc., Term Loan   2.54   01/31/13     161,484  
  1,960     SMG Holdings, Inc., Term Loan   3.31 to 4.12   07/27/14     1,705,200  
                         
                      28,647,354  
                         
        Chemicals, Plastics & Rubber  8.1%
  4,441     Ashland Chemicals, Term Loan (a)   6.75 to 7.65   11/13/13 to 05/13/14     4,504,591  
  2,400     Brenntag Holdings GmbH & Co. KG, Term Loan (Germany)   4.29   07/07/15     1,986,000  
  895     Cristal Inorganic Chemicals US, Inc., Term Loan   2.85   05/15/14     666,609  
  14,990     Hexion Specialty Chemicals, Inc., Term Loan   2.88   05/06/13     11,229,758  
 
 
14
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Chemicals, Plastics & Rubber (Continued)
$ 4,162     Huntsman International, LLC, Term Loan   2.04%   04/21/14   $ 3,868,909  
  4,543     Ineos Holdings, Ltd., Term Loan (United Kingdom)   7.50 to 8.00   12/16/13 to 12/16/14     3,520,835  
  9,726     Kraton Polymers, LLC, Term Loan   2.63   05/13/13     8,145,705  
  160     Lyondell Chemical Co., Revolving Credit Agreement (e)   3.76 to 7.00   12/20/13     68,921  
  14,447     Lyondell Chemical Co., Term Loan (e)   3.79 to 13.00   12/15/09 to 12/22/14     7,157,190  
  3,269     Nalco Co., Term Loan   6.50   05/13/16     3,313,746  
  4,950     PQ Corp., Term Loan   3.54 to 3.75   07/30/14     3,894,002  
  5,985     Solutia, Inc., Term Loan   7.25   02/28/14     5,860,129  
  4,733     Univar Inc., Term Loan   3.29   10/10/14     4,271,234  
                         
                      58,487,629  
                         
        Construction Material  1.1%
  11,116     Axia, Inc., Term Loan (b)   5.00   12/21/12     3,056,769  
  4,173     Building Materials Holding Corp., Term Loan (d) (e)   6.50   11/10/11     1,168,489  
  2,913     Contech Construction Products, Inc., Term Loan   2.30   01/31/13     2,527,062  
  1,500     Custom Building Products, Inc., Term Loan   10.75   04/20/12     1,267,500  
                         
                      8,019,820  
                         
        Containers, Packaging & Glass  3.9%
  2,439     Anchor Glass Container Corp., Term Loan (a)   6.75   06/20/14     2,388,754  
  3,418     Berlin Packaging LLC, Term Loan   3.29 to 3.61   08/17/14     2,743,168  
  3,180     Berry Plastics Group, Inc., Term Loan (a)   2.30   04/03/15     2,711,596  
  7,072     Graham Packaging Co., L.P., Term Loan   2.56 to 6.75   10/07/11 to 04/05/14     7,067,184  
  1,346     Graphic Packaging International, Inc., Term Loan   2.31 to 2.60   05/16/14     1,283,939  
  6,617     Kranson Industries, Inc., Term Loan   2.54 to 4.50   07/31/13     5,900,509  
  5,816     Packaging Dynamics Operating Co., Term Loan   2.29   06/09/13     2,762,740  
  4,045     Pertus Sechzehnte GmbH, Term Loan (Germany)   2.66 to 2.91   06/13/15 to 06/13/16     2,645,414  
  825     Tegrant Holding Corp., Term Loan   6.10   03/08/15     226,875  
                         
                      27,730,179  
                         
        Diversified Manufacturing  0.9%
  2,350     Arnold Magnectic Technologies Corp., Term Loan (f)   7.50 to 8.50   03/07/11 to 03/06/12     1,626,502  
  5,835     MW Industries, Inc., Term Loan (f)   3.29 to 5.04   11/01/13     5,223,912  
                         
                      6,850,414  
                         
 
 
15
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Durable Consumer Products  0.3%
$ 2,748     Brown Jordan International, Inc., Term Loan   4.30 to 6.25%   04/30/12   $ 2,136,487  
                         
         
        Ecological  0.5%
  1,471     Energy Solutions, LLC, Term Loan   2.54   05/28/13     1,397,186  
  1,599     Environmental Systems Products Holdings, Term Loan (f)   13.50   09/12/12     1,439,408  
  1,100     Synagro Technologies, Inc., Term Loan   5.05   10/02/14     616,000  
                         
                      3,452,594  
                         
        Education & Child Care  3.3%
  1,528     Bright Horizons Family Solutions, Inc., Revolving Credit Agreement   3.50 to 5.75   05/28/14     1,146,000  
  2,458     Bright Horizons Family Solutions, Inc., Term Loan (a)   7.50   05/28/15     2,324,878  
  7,980     Cengage Learning, Holdings II, LP, Term Loan   2.79   07/03/14     6,875,840  
  1,051     Educate, Inc., Term Loan   2.85 to 5.85   06/14/13 to 06/16/14     970,618  
  3,361     Education Management LLC, Term Loan   2.38   06/03/13     3,226,343  
  12,281     Nelson Education, Ltd., Term Loan (Canada)   3.10   07/05/14     8,965,312  
                         
                      23,508,991  
                         
        Electronics  4.2%
  4,292     Edwards Ltd., Term Loan (Cayman Islands) (b)   2.29 to 6.79   05/31/14 to 11/30/14     2,155,902  
  540     H3C Holdings, Ltd., Term Loan (Cayman Islands)   4.79   09/28/12     487,350  
  5,363     Infor Enterprise Solutions Holdings, Inc., Term Loan   4.04   07/28/12     4,611,750  
  1,382     Intergraph Corp., Term Loan   2.66   05/29/14     1,315,185  
  1,402     Matinvest 2 SAS, Term Loan (France)   2.80 to 3.05   06/23/14 to 06/22/15     834,217  
  1,601     Network Solutions, LLC, Term Loan   2.79 to 3.10   03/07/14     1,397,179  
  949     Nuance Communications, Inc., Term Loan   2.29   03/29/13     899,952  
  9,294     Open Solutions, Inc., Term Loan   2.63   01/23/14     6,626,049  
  582     Stratus Technologies, Inc., Term Loan   4.36   03/29/11     365,205  
  229     Sungard Data Systems, Inc., Revolving Credit Agreement   4.25   08/11/11     186,704  
  8,923     Sungard Data Systems, Inc., Term Loan   2.05 to 6.75   02/28/14 to 02/26/16     8,620,723  
 
 
16
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Electronics (Continued)
$ 2,216     Verint Systems Inc., Term Loan   3.54%   05/25/14   $ 1,935,373  
  715     X-Rite, Inc., Term Loan   7.25 to 8.00   10/24/12     562,745  
                         
                      29,998,334  
                         
        Entertainment & Leisure  7.5%
  3,881     Bombardier Recreational Products, Inc., Term Loan (Canada)   3.29 to 3.30   06/28/13     2,774,971  
  4,030     Cedar Fair, LP, Term Loan   2.29 to 4.25   02/17/12     3,947,914  
  2,383     Cinemark USA, Inc., Term Loan   2.04 to 2.67   10/05/13     2,289,813  
  7,069     Fender Musical Instruments Corp., Term Loan   2.54 to 2.85   06/09/14     5,372,775  
  2,416     Gibson Guitar Corp., Term Loan   2.85   12/29/13     2,084,110  
  6,000     Hicks Sports Group, LLC, Term Loan (d)   6.75   12/22/10     5,325,000  
  4,404     Metro-Goldwyn-Mayer Studios, Inc., Revolving Credit Agreement   3.04   04/08/10     2,334,038  
  17,910     Metro-Goldwyn-Mayer Studios, Inc., Term Loan   3.54   04/08/12     10,477,061  
  4,814     Mets, LP, Term Loan (f)   2.29   07/25/10     4,381,000  
  2,036     Playcore Holdings, Inc., Term Loan   3.13 to 4.75   02/21/14     1,709,836  
  1,355     Regal Cinemas, Corp., Term Loan   4.35   10/28/13     1,345,743  
  3,400     Ticketmaster Entertainment, Inc., Term Loan   3.60   07/25/14     3,298,000  
  2,563     True Temper Sports, Inc., Revolving Credit Agreement (g)   7.50   03/15/09     1,524,836  
  8,126     True Temper Sports, Inc., Term Loan   7.50   03/15/11     6,108,380  
  4,250     True Temper Sports, Inc., Term Loan (d)   6.60   06/30/11     850,000  
                         
                      53,823,477  
                         
        Farming & Agriculture  0.4%
  3,000     WM. Bolthouse Farms, Inc., Term Loan   5.79   12/16/13     2,606,250  
                         
         
        Finance  8.9%
  554     DCS Business Services, Inc., Term Loan (f)   13.75   08/04/11     410,172  
  26,780     First Data Corp., Term Loan   3.04   09/24/14     22,655,389  
  4,559     Grosvenor Capital Management Holdings, LLP, Term Loan   2.31   12/05/13     3,943,709  
  5,779     iPayment, Inc., Term Loan   2.29 to 2.60   05/10/13     4,723,976  
  6,904     LPL Holdings, Inc., Term Loan   2.04 to 2.35   06/28/13     6,334,037  
  1,968     Metavante Corp., Term Loan   2.78   11/01/14     1,933,945  
  9,497     National Processing Co. Group, Term Loan   3.31 to 7.08   09/29/13 to 09/29/14     7,059,433  
  5,865     Nuveen Investments, Inc., Term Loan   3.29 to 3.49   11/13/14     4,783,322  
 
 
17
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Finance (Continued)
$ 10,040     Oxford Acquisition III, Ltd., Term Loan (United Kingdom)   2.50%   05/12/14   $ 5,371,616  
  7,242     RJO Holdings Corp., Term Loan   3.30 to 7.05   07/12/14 to 07/12/15     2,236,416  
  7,293     Transfirst Holdings, Inc., Term Loan   3.04 to 7.04   06/15/14 to 06/15/15     4,432,615  
                         
                      63,884,630  
                         
        Grocery  1.0%
  7,214     Roundy’s Supermarkets, Inc., Term Loan   3.04 to 3.05   11/03/11     7,029,318  
                         
         
        Health & Beauty  1.1%
  4,761     American Safety Razor Co., Term Loan   2.54 to 6.54   07/31/13 to 01/30/14     3,868,179  
  7,377     Marietta Intermediate Holding Corp, Term Loan (b)   5.29 to 12.00   11/30/10 to 12/31/12     1,363,687  
  4,094     Philosophy, Inc., Term Loan   2.29   03/16/14     2,476,605  
                         
                      7,708,471  
                         
        Healthcare  16.5%
  5,060     American Medical Systems, Inc., Term Loan   2.56   07/20/12     4,908,609  
  257     Catalent Pharma Solutions, Inc., Revolving Credit Agreement   2.54 to 2.55   04/10/13     186,429  
  3,859     Catalent Pharma Solutions, Term Loan   2.54   04/10/14     3,305,797  
  20,812     Community Health Systems, Inc., Term Loan   2.54 to 2.92   07/25/14     19,602,017  
  1,177     Concentra Inc., Term Loan   2.85   06/25/14     1,047,555  
  4,640     CRC Health Group, Inc., Term Loan   2.85   02/06/13     3,758,334  
  6,068     DSI Renal, Inc., Term Loan (b)   5.63   03/31/13     4,399,236  
  2,241     Fresenius SE, Term Loan (Germany)   6.75   09/10/14     2,263,591  
  431     Genoa Healthcare Group, LLC, Term Loan   5.75   08/10/12     385,875  
  20,987     HCA, Inc., Term Loan   1.85 to 2.85   11/16/12 to 11/18/13     19,744,376  
  4,328     HCR Healthcare, LLC, Term Loan   2.79   12/22/14     3,916,902  
  10,571     Health Management Associates, Inc., Term Loan   2.35   02/28/14     9,842,245  
  10,780     Inverness Medical Innovations, Inc., Term Loan   2.29 to 2.60   06/26/14     10,384,730  
  3,984     Life Technologies Corp., Term Loan   5.25   11/20/15     4,025,924  
  9,711     Multiplan, Inc., Term Loan   2.81   04/12/13     9,261,894  
  1,200     Select Medical Corp., Revolving Credit Agreement   2.80 to 4.75   02/24/11     972,000  
  2,323     Sun Healthcare Group, Inc., Term Loan   2.50 to 3.31   04/21/14     2,096,375  
  336     Surgical Care Affiliates, LLC, Revolving Credit Agreement   2.60   06/28/13     245,280  
 
 
18
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Healthcare (Continued)
$ 10,264     Surgical Care Affiliates, LLC, Term Loan   2.60%   12/29/14   $ 9,340,073  
  5,858     United Surgical Partners International, Inc., Term Loan   2.29 to 2.51   04/19/14     5,425,987  
  3,690     Viant Holdings, Inc., Term Loan   2.85   06/25/14     3,209,945  
                         
                      118,323,174  
                         
        Home & Office Furnishings, Housewares & Durable Consumer Products  0.9%
  5,348     Generation Brands, LLC, Term Loan (b)   7.85   06/20/13     668,445  
  190     Hunter Fan Co., Revolving Credit Agreement   4.79 to 6.75   04/16/13     101,427  
  2,117     Hunter Fan Co., Term Loan   2.81 to 7.04   04/16/14 to 10/16/14     1,061,271  
  2,591     Mattress Holdings Corp., Term Loan   2.54   01/18/14     1,476,589  
  5,066     National Bedding Co., LLC, Term Loan   5.31   02/28/14     3,360,574  
                         
                      6,668,306  
                         
        Hotels, Motels, Inns & Gaming  9.1%
  6,381     BLB Worldwide Holdings, Inc., Term Loan (b)   4.75   07/18/11     3,573,406  
  1,250     BLB Worldwide Holdings, Inc., Term Loan (b) (d)   6.50   07/18/12     100,000  
  748     Cannery Casino Resorts, LLC, Revolving Credit Agreement   2.79 to 2.80   05/18/12     643,045  
  7,463     Cannery Casino Resorts, LLC, Term Loan   2.54 to 4.54   05/18/13 to 05/16/14     6,663,898  
  800     CCM Merger, Inc., Term Loan   8.50   07/13/12     737,000  
  6,764     Golden Nugget, Inc., Term Loan   2.29 to 3.54   06/30/14 to 12/31/14     4,401,286  
  8,751     Greektown Casino, LLC, Term Loan (d) (e)   7.00   12/03/12     6,453,997  
  2,862     Greektown Holdings, LLC, Term Loan (b)   16.75   09/01/09     2,843,672  
  6,597     Green Valley Ranch Gaming, LLC, Term Loan   2.54 to 4.00   02/16/14     4,502,128  
  11,730     Harrah’s Operating Co., Inc., Term Loan   3.50 to 3.60   01/28/15     9,430,232  
  10,058     Las Vegas Sands, LLC/Venetian Casino, Term Loan   2.09   05/23/14     7,965,898  
  4,923     Magnolia Hill, LLC, Term Loan   3.54 to 3.56   10/30/13     4,331,898  
  2,850     MGM Mirage, Term Loan   6.00   10/03/11     2,443,875  
  5,891     New World Gaming Partners Holdings, Ltd., Term Loan   3.10   09/30/14     3,858,821  
  8,061     Venetian Macau, Ltd., Term Loan   2.85   05/25/12 to 05/25/13     7,482,944  
                         
                      65,432,100  
                         
        Insurance  4.1%
  3,913     Alliant Holdings I, Inc., Term Loan   3.60   08/21/14     3,571,032  
  8,066     AmWins Group, Inc., Term Loan   3.11 to 3.16   06/08/13     5,192,284  
 
 
19
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Insurance (Continued)
$ 626     Applied Systems, Inc., Term Loan   2.79%   09/26/13   $ 579,336  
  2,353     Audatex North America, Inc., Term Loan   2.44   05/16/14     2,291,218  
  3,038     Conseco, Inc., Term Loan   6.50   10/10/13     2,217,507  
  1,650     HMSC Corp., Term Loan   5.79   10/03/14     660,000  
  3,897     Mitchell International, Inc., Term Loan   5.88   03/30/15     2,338,010  
  1,850     USI Holdings Corp., Revolving Credit Agreement   2.79   05/05/13     1,313,500  
  6,035     USI Holdings Corp., Term Loan   3.35   05/05/14     5,129,415  
  6,826     Vertafore, Inc., Term Loan   3.16 to 6.66   01/31/12 to 01/31/13     6,308,819  
                         
                      29,601,121  
                         
        Machinery  1.0%
  3,510     Gleason, Inc., Term Loan   2.06 to 2.69   06/30/13     3,281,554  
  1,930     Goodman Global, Inc., Term Loan   6.50   02/13/14     1,890,194  
  2,948     Mold-Masters Luxembourg Holdings, SA, Term Loan   3.81   10/11/14     2,107,463  
                         
                      7,279,211  
                         
        Medical Products & Services  2.4%
  4,637     AGA Medical Corp., Term Loan   2.30 to 2.37   04/28/13     3,959,253  
  5,732     Biomet Inc., Term Loan (a)   3.29 to 3.61   03/25/15     5,445,931  
  8,288     Carestream Health, Inc., Term Loan   2.29   04/30/13     7,655,944  
                         
                      17,061,128  
                         
        Mining, Steel, Iron & Non-Precious Metals  0.1%
  690     John Maneely Co., Term Loan   3.54 to 3.76   12/09/13     540,422  
                         
         
        Natural Resources  0.2%
  1,680     CDX Funding, LLC, Term Loan (d) (e)   7.50   03/31/13     420,000  
  1,190     Western Refining, Inc., Term Loan   8.25   05/30/14     1,146,400  
                         
                      1,566,400  
                         
        Non-Durable Consumer Products  3.7%
  4,008     Amscan Holdings, Inc., Term Loan   2.54 to 3.38   05/25/13     3,536,839  
  5,286     Huish Detergents, Inc., Term Loan   2.04   04/26/14     4,995,581  
  6,731     KIK Custom Products, Inc., Term Loan   2.54 to 5.29   06/02/14 to 11/30/14     3,919,331  
  2,715     Mega Brands, Inc., Term Loan (Canada)   9.75   07/26/12     1,079,271  
  479     Spectrum Brands, Inc., Revolving Credit Agreement (e)   4.31 to 6.25   03/30/13     438,762  
  9,419     Spectrum Brands, Inc., Term Loan (e)   6.25   03/30/13     8,633,799  
 
 
20
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Non-Durable Consumer Products (Continued)
$ 2,200     Targus Group International, Inc., Term Loan   9.17%   05/22/13   $ 660,000  
  3,955     Yankee Candle Co., Inc., Term Loan   2.29   02/06/14     3,618,712  
                         
                      26,882,295  
                         
        Paper & Forest Products  1.1%
  2,400     Ainsworth Lumber Co., Ltd, Term Loan (f)   5.31   06/26/14     1,500,000  
  1,995     Georgia Pacific Corp., Term Loan   2.34   12/20/12     1,930,138  
  2,197     Tidi Products, LLC, Term Loan (f)   3.30 to 4.80   12/29/11 to 06/29/12     2,016,142  
  393     Verso Paper Holding, LLC, Term Loan (b)   7.28 to 8.03   02/01/13     88,334  
  7,313     White Birch Paper Co., Term Loan (Canada)   3.35   05/08/14     2,175,529  
                         
                      7,710,143  
                         
        Pharmaceuticals  1.2%
  5,000     Mylan Laboratories, Inc., Term Loan   3.56 to 3.88   10/02/14     4,871,000  
  3,919     Nyco Holdings 2 ApS, Term Loan (Denmark) (h)   2.85 to 3.60   12/29/13 to 12/29/15     3,539,953  
                         
                      8,410,953  
                         
        Printing & Publishing  7.1%
  1,959     Ascend Media Holdings, LLC, Term Loan (d) (f)   10.25   01/31/12     80,309  
  1,576     Caribe Media, Inc., Term Loan   2.54 to 2.55   03/31/13     807,693  
  10,684     Cygnus Business Media, Inc., Term Loan (d) (g)   5.75   07/13/09     4,540,594  
  2,360     Dex Media West, LLC, Term Loan (e)   7.00   10/24/14     1,921,950  
  989     DRI Holdings, Inc., Term Loan   3.29 to 3.60   07/03/14     884,727  
  11,260     Endurance Business Media, Inc., Term Loan (d) (f)   4.75 to 11.25   07/26/13 to 01/26/14     3,486,805  
  11,623     F&W Publications, Inc., Term Loan   5.21 to 6.50   08/05/12 to 02/05/13     3,739,033  
  9,173     Gatehouse Media Inc., Term Loan   2.29 to 2.30   08/28/14     2,319,519  
  3,438     Idearc, Inc., Term Loan (d) (e)   6.25   11/17/14     1,587,097  
  1,877     Intermedia Outdoor, Inc., Term Loan   3.60   01/31/13     938,437  
  1,588     Knowledgepoint 360 Group, LLC, Term Loan   4.11 to 7.86   04/14/14 to 04/13/15     1,105,724  
  2,404     Local Insight Regatta Holdings, Inc., Term Loan   6.25   04/23/15     1,490,718  
  1,648     MC Communications, LLC, Term Loan (b) (f)   6.75   12/31/12     944,213  
  3,066     MediaNews Group, Inc., Term Loan   6.79   12/30/10 to 08/02/13     623,815  
  3,237     Merrill Communications, LLC, Term Loan (b)   14.75 to 15.00   11/15/13     1,715,734  
  5,383     Network Communications, Inc., Term Loan   2.50 to 3.75   11/30/12     3,902,368  
 
 
21
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Printing & Publishing (Continued)
$ 469     Proquest CSA, LLC, Term Loan   2.79%   02/09/14   $ 416,016  
  3,665     Questex Media Group, Inc., Term Loan   5.25   05/04/14     1,081,175  
  8,655     Reader’s Digest Association, Inc., Term Loan   2.64 to 2.65   03/02/14     4,284,018  
  1,455     Summit Business Media Intermediate, Term Loan   4.75   01/06/14     691,093  
  1,456     Thomas Nelson Publishers, Term Loan   8.75   06/12/12     986,112  
  66,667     Tribune Co., Bridge Loan (d) (e) (f)   8.25   12/20/15     541,667  
  17,662     Tribune Co., Term Loan (d) (e)   5.25   06/04/14     7,417,859  
  9,498     Yell Group, PLC, Term Loan (United Kingdom)   2.54 to 3.29   04/30/11 to 10/26/12     5,773,829  
                         
                      51,280,505  
                         
        Restaurants & Food Service  2.3%
  4,424     Advantage Sales & Marketing, Inc., Term Loan (a)   2.29 to 2.31   03/29/13     4,227,707  
  4,946     Aramark Corp., Term Loan (a)   2.34 to 2.47   01/27/14     4,705,215  
  3,136     Center Cut Hospitality, Inc., Term Loan   3.17   07/06/14     2,352,000  
  3,016     NPC International, Inc., Term Loan   2.04 to 2.35   05/03/13     2,774,918  
  2,584     Volume Services America, Inc., Term Loan   8.25   12/31/12     2,131,510  
                         
                      16,191,350  
                         
        Retail—Oil & Gas  0.5%
  4,194     Pantry, Inc., Term Loan   1.79   05/15/14     3,934,870  
                         
         
        Retail—Specialty  0.9%
  6,562     Nebraska Book Co., Inc., Term Loan   9.25   03/04/11     6,495,893  
                         
         
        Retail—Stores  2.0%
  1,500     Dollar General Corp., Term Loan   3.04 to 5.00   07/07/14     1,464,141  
  7,462     General Nutrition Centers, Inc., Term Loan   2.54 to 2.85   09/16/13     6,823,399  
  3,819     Guitar Center, Inc., Term Loan   3.79   10/09/14     2,870,600  
  3,038     Sally Holdings, Inc., Term Loan   2.54 to 2.93   11/16/13     2,917,951  
                         
                      14,076,091  
                         
        Telecommunications—Local Exchange Carriers  1.0%
  3,409     Global Tel*Link Corp., Term Loan   9.00   02/14/13     3,067,972  
  618     Orius Corp., LLC, Term Loan (c) (d) (e) (f)   7.25   01/23/10     5,996  
  836     Orius Corp., LLC, Term Loan (c) (d) (e) (f) (g)   6.75   01/23/09     8,108  
  1,169     Paetec Holding Corp., Term Loan   2.79   02/28/13     1,108,820  
 
 
22
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Telecommunications—Local Exchange Carriers (Continued)
$ 3,118     Sorenson Communications, Inc., Term Loan   2.79 to 7.29%   08/16/13 to 02/16/14   $ 2,901,717  
                         
                      7,092,613  
                         
        Telecommunications—Long Distance  0.7%
  6,017     Level 3 Communications, Inc., Term Loan   2.54 to 11.50   03/13/14     5,419,299  
                         
         
        Telecommunications—Wireless  1.4%
  5,771     Asurion Corp., Term Loan (a)   3.29 to 4.02   07/03/14     5,573,221  
  4,064     CommScope, Inc., Term Loan   3.10   12/26/14     3,976,215  
  741     MetroPCS Wireless, Inc., Term Loan   2.56 to 3.31   11/04/13     710,552  
                         
                      10,259,978  
                         
        Textiles & Leather  2.4%
  5,967     Gold Toe Investment Corp., Term Loan   8.50 to 11.75   10/30/13 to 04/30/14     3,698,888  
  4,650     HBI Branded Apparel Ltd., Inc., Term Loan   4.25   03/05/14     4,479,498  
  4,850     Levi Strauss & Co., Term Loan   2.54   03/27/14     4,146,750  
  3,517     Saint John Knits International, Inc., Term Loan   10.00   03/23/12     2,637,981  
  3,127     Varsity Brands, Inc., Term Loan   3.06   02/22/14     2,485,985  
                         
                      17,449,102  
                         
        Transportation—Cargo  0.5%
  1,013     Cardinal Logistics Management, Inc., Term Loan (f)   4.04 to 6.00   09/23/13     615,385  
  929     JHCI Acquisitions, Inc., Term Loan   2.79   06/19/14     738,319  
  2,060     Kenan Advantage Group, Inc., Term Loan   3.04   12/16/11     1,936,558  
                         
                      3,290,262  
                         
        Utilities  12.6%
  2,216     Bicent Power, LLC, Term Loan   2.60   06/30/14     2,038,646  
  269     Boston Generating, LLC, Revolving Credit Agreement (a)   2.85   12/20/13     198,486  
  6,580     Boston Generating, LLC, Term Loan (a)   2.59 to 2.72   12/20/13     4,854,523  
  2,790     BRSP, LLC, Term Loan   7.50   06/24/14     2,629,879  
  23,502     Calpine Corp., Term Loan (a)   3.48   03/29/14     21,631,962  
  13,098     First Light Power Resources, Inc., Term Loan   3.13 to 5.13   11/01/13 to 05/01/14     11,145,810  
  5,500     Longview Power, LLC, Term Loan   2.88 to 2.94   02/28/14     4,400,000  
  187     Mach Gen, LLC, Term Loan   2.60   02/22/13     169,320  
  13,421     NRG Energy, Inc., Term Loan   1.79 to 2.10   02/01/13     12,759,746  
  1,775     NSG Holdings, LLC, Term Loan   2.13   06/15/14     1,664,517  
  6,113     Primary Energy Operating, LLC, Term Loan   4.05   08/24/09     5,654,833  
 
 
23
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Principal
               
Amount
          Stated
   
(000)   Borrower   Coupon   Maturity*   Value
 
 
        Utilities (Continued)
$ 15,225     Texas Competitive Electric Holdings Co., LLC, Term Loan   3.76 to 3.80%   10/10/14   $ 11,610,640  
  260     TPF Generation Holdings, LLC, Revolving Credit Agreement   2.10   12/15/11     245,930  
  7,885     TPF Generation Holdings, LLC, Term Loan   2.29 to 4.54   12/15/13 to 12/15/14     6,997,397  
  4,430     USPF Holdings, LLC, Term Loan   2.04   04/11/14     4,141,870  
                         
                      90,143,559  
                         
         
Total Variable Rate** Senior Loan Interests  154.1%
    1,104,849,811  
         
                         
                         
Description   Value
 
 
Notes  2.0%        
Apria Healthcare Group, Inc. ($4,167,000 par, 11.25% coupon, maturing 11/01/14)
  $ 4,260,417  
Builders FirstSource, Inc. ($5,800,000 par, 5.13% coupon, maturing 02/15/12) (i)
    2,508,500  
Compression Polymers Corp. ($2,700,000 par, 7.87% coupon, maturing 07/01/12) (i)
    1,903,500  
Environmental Systems Products Holdings, Inc. ($560,083 par, 18.00% coupon, maturing 03/31/15) (f)
    0  
Qwest Corp. ($4,500,000 par, 3.88% coupon, maturing 06/15/13) (i)
    4,252,500  
Verso Paper Holding, LLC ($1,500,000 par, 4.78% coupon, maturing 08/01/14) (h) (i)
    727,500  
Wellman, Inc. ($1,048,000 par, 5.00% coupon, maturing 01/29/19) (f)
    1,048,000  
         
         
Total Notes  2.0%
    14,700,417  
         
Equities  0.1%        
Aladdin Gaming Holdings, LLC (7.84% ownership interest, Acquired 09/03/04, Cost $0) (f) (j)
    15,250  
Building Materials Holding Corp. (Warrants for 27,689 common shares, Expiration date 09/30/15, Acquired 10/09/08, Cost $0) (f) (j) (k)
    0  
Comdisco Holdings Co., Inc. (7 common shares, Acquired 09/04/08, Cost $68) (j) (k)
    51  
Environmental Systems Products Holdings, Inc. (9,333 common shares, Acquired 09/27/07, Cost $0) (f) (j) (k)
    0  
Environmental Systems Products Holdings, Inc. (4,275 preferred shares, Acquired 09/27/07, Cost $106,875) (f) (j) (k)
    0  
Euramax International, Inc. (4,207 common shares, Acquired 07/09/09,
Cost $4,543,100) (f) (j)
    214,562  
Gentek, Inc. (Canada) (Warrants for 821 common shares, Expiration date 11/10/10, Acquired 10/17/06, Cost $0) (j)
    6,158  
IAP Worldwide Services, Inc. (Warrants for 17,576 common shares, Expiration date 06/11/15, Acquired 06/18/08, Cost $0) (f) (j) (k)
    0  
IAP Worldwide Services, Inc. (Warrants for 39,841 common shares, Expiration date 06/12/15, Acquired 06/18/08, Cost $0) (f) (j) (k)
    0  
IDT Corp. (7,632 common shares, Acquired 01/29/04, Cost $0) (j)
    19,843  
MC Communications, LLC (333,084 common shares, Acquired 07/02/09, Cost $0) (f) (j)
    0  
 
 
24
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
                         
Description   Value
 
 
Equities (Continued)
       
Safelite Realty (28,448 common shares, Acquired 10/26/00, Cost $0) (f) (j) (k)
  $ 0  
Wellman, Inc. (1,048 common shares, Acquired 02/12/09 & 06/16/09,
Cost $2,941,862) (f) (j)
    611,330  
         
         
Total Equities  0.1%
    867,194  
         
         
Total Long-Term Investments  156.2%
(Cost $1,521,683,311)
    1,120,417,422  
         
Time Deposit  0.9%        
State Street Bank & Trust Co. ($6,183,158 par, 0.01% coupon, dated 7/31/09, to be sold on 8/03/09 at $6,183,164) (a) (Cost $6,183,158)
    6,183,158  
         
         
Total Investments  157.1%
(Cost $1,527,866,469)
    1,126,600,580  
         
Borrowings  (5.3%)     (38,000,000 )
         
Preferred Shares (including accrued distributions)  (48.8%)
    (350,051,371 )
         
Liabilities in Excess of Other Assets  (3.0%)
    (21,446,992 )
         
         
Net Assets  100.0%
  $ 717,102,217  
         
 
 
Percentages are calculated as a percentage of net assets applicable to common shares.
 
(a) All or a portion of this security is designated in connection with unfunded loan commitments.
 
(b) All or a portion of this security is payment-in-kind.
 
(c) This borrower is currently in liquidation.
 
(d) This Senior Loan interest is non-income producing.
 
(e) This borrower has filed for protection in federal bankruptcy court.
 
(f) Market value is determined in accordance with procedures established in good faith by the Board of Trustees.
 
(g) Senior loan is past due.
 
(h) 144A-Private Placement security which is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers.
 
(i) Variable rate security. Interest rate shown is that in effect at July 31, 2009.
 
(j) Non-income producing security.
 
 
25
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
 
(k) Restricted security. Securities were acquired through the restructuring of senior loans. These securities are restricted as they are not allowed to be deposited via the Depository Trust Company. If at a later point in time, the company wishes to register, the issuer will bear the costs associated with registration.
 
(l) Subsequent to July 31, 2009, the security has emerged from bankruptcy.
 
* Senior Loans in the Trust’s portfolio generally are subject to mandatory and/or optional prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for a Borrower to prepay, prepayments of Senior Loans in the Trust’s portfolio may occur. As a result, the actual remaining maturity of Senior Loans held in the Trust’s portfolio may be substantially less than the stated maturities shown. Although the Trust is unable to accurately estimate the actual remaining maturity of individual Senior Loans, the Trust estimates that the actual average maturity of the Senior Loans held in its portfolio will be approximately 18-24 months.
 
** Senior Loans in which the Trust invests generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates are generally (i) the lending rate offered by one or more major European banks, such as the London Inter-Bank Offered Rate (“LIBOR”), (ii) the prime rate offered by one or more major United States banks or (iii) the certificate of deposit rate. Senior Loans are generally considered to be restricted in that the Trust ordinarily is contractually obligated to receive approval from the Agent Bank and/or Borrower prior to the disposition of a Senior Loan.
 
Ratings Allocation as of 7/31/09 (Unaudited)
 
         
BBB/Baa
    3.2%  
BB/Ba
    33.0%  
B/B
    32.7%  
CCC/Caa
    8.9%  
CC/Ca
    0.2%  
C/C
    0.6%  
Non-Rated
    21.4%  
 
Ratings allocations are as a percentage of long-term debt obligations. Ratings allocations based upon ratings as issued by Standard and Poor’s and Moody’s, respectively. Bank Loans rated below BBB by Standard and Poor’s or Baa by Moody’s are considered to be below investment grade.
 
 
26
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
Swap agreements outstanding as of July 31, 2009:
Credit Default Swaps
 
                                                         
            Pay/
                  Credit
            Receive
      Notional
          Rating of
    Reference
  Buy/Sell
  Fixed
  Expiration
  Amount
  Upfront
      Reference
Counterparty   Entity   Protection   Rate   Date   (000)   Payments   Value   Entity*
 
Goldman Sachs International
  Calpine Corp.     Sell       5.000 %   03/20/10   $ 1,500     $ (165,000 )   $ 1,584        
Goldman Sachs International
  Texas Competitive
Electric Holdings
Company LLC
    Sell       2.850     06/20/10     5,000       0       (270,030 )     B–  
Goldman Sachs International
  Texas Competitive
Electric Holdings
Company LLC
    Sell       5.000     06/20/10     3,000       (97,500 )     (104,770 )     B–  
                                                     
Total Credit Default Swaps
  $ 9,500     $ (262,500 )   $ (373,216 )        
                                 
Swap Collateral Pledged to Counterparty
                       
Goldman Sachs International
    340,000          
                 
Total Swap Agreements
  $ (33,216 )        
                 
 
* Credit rating as issued by Standard and Poor’s (Unaudited)
 
Fair Value Measurements
 
Various inputs are used in determining the value of the Trust’s investments. These inputs are summarized in the three broad levels listed below. (See Note 1(B) to the financial statements for further information regarding fair value measurements.)
 
 
27
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
The following is a summary of the inputs used as of July 31, 2009 in valuing the Trust’s investments carried at value.
 
                                 
    Level 1   Level 2   Level 3    
            Significant
   
        Other Significant
  Unobservable
   
Investment Type   Quoted Prices   Observable Inputs   Inputs   Total
 
 
Assets:
                               
Variable Rate Senior Loan Interests
  $     $ 1,078,846,122     $ 26,003,689     $ 1,104,849,811  
Notes
          13,652,417       1,048,000       14,700,417  
Equities
                               
Chemicals, Plastics & Rubber
                611,330       611,330  
Diversified Manufacturing
                214,562       214,562  
Finance
    51                   51  
Hotels, Motels, Inns & Gaming
                15,250       15,250  
Paper & Forest Product
    6,158                   6,158  
Telecommunications—Local Exchange Carriers
    19,843                   19,843  
Short-term Investments
          6,183,158             6,183,158  
Credit Default Swap
          1,584             1,584  
Unfunded Commitments
          9,841             9,841  
                                 
Total Assets
  $ 26,052     $ 1,098,693,122     $ 27,892,831     $ 1,126,612,005  
                                 
Liabilities:
                               
Unfunded Commitments
  $     $ (12,807,432 )   $ (6,973 )   $ (12,814,405 )
Credit Default Swap
          (374,800 )           (374,800 )
                                 
Total Liabilities
  $     $ (13,182,232 )   $ (6,973 )   $ (13,189,205 )
                                 
 
 
28
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Portfolio of Investments  
n  July 31, 2009  continued
 
 
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:
 
                                                         
    Investments in Loans and Securities        
    Variable
      Equities        
    Rate
              Hotels,
       
    Senior
      Chemicals,
      Motels,
       
    Loan
      Plastics
  Diversified
  Inns &
      Unfunded
    Interests   Notes   & Rubber   Manufacturing   Gaming   Total   Commitments
 
Balance as of 7/31/08
  $ 12,495,991     $     $     $     $ 15,250     $ 12,511,241     $  
Accrued Discounts/Premiums
    81,187                               81,187        
Realized Gain/Loss
    (522,115 )                             (522,115 )      
Change in Unrealized Appreciation/Depreciation
    (57,239,406 )     (3,995,219 )     (2,330,532 )     (4,328,538 )           (67,893,695 )     (6,973 )
Net Purchases/Sales
    1,986,233       5,043,219       2,941,862       4,543,100             14,514,414        
Net Transfers In and/or Out of Level 3*
    69,201,799                               69,201,799        
                                                         
Balance as of 7/31/09
  $ 26,003,689     $ 1,048,000     $ 611,330     $ 214,562     $ 15,250     $ 27,892,831     $ (6,973 )
                                                         
Net Change in Unrealized Appreciation/Depreciation from Investments Still held as of 7/31/09
                  $ (69,026,108 )   $ (6,973 )
                                 
 
* The value of Net Transfers In and/or Out of Level 3 was measured using the market value as of the beginning of the period for transfers in and the market value as of the end of the period for transfers out.
 
 
29
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Financial Statements
 
Statement of Assets and Liabilities
July 31, 2009
 
             
Assets:
           
Total Investments (Cost $1,527,866,469)
  $ 1,126,600,580      
Receivables:
           
Investments Sold
    35,318,816      
Interest and Fees
    4,697,330      
Other
    64,399      
             
Total Assets
    1,166,681,125      
             
Liabilities:
           
Payables:
           
Investments Purchased
    46,439,422      
Borrowings
    38,000,000      
Investment Advisory Fee
    771,882      
Administrative Fee
    181,619      
Income Distributions—Common Shares
    63,725      
Distributor and Other Affiliates
    46,154      
Unfunded Commitments
    12,804,564      
Accrued Expenses
    680,288      
Trustees’ Deferred Compensation and Retirement Plans
    492,971      
Swap Contracts
    33,216      
Accrued Interest Expense
    13,696      
             
Total Liabilities
    99,527,537      
Preferred Shares (including accrued distributions)
    350,051,371      
             
Net Assets Applicable to Common Shares
  $ 717,102,217      
             
Net Asset Value Per Common Share ($717,102,217 divided by 180,010,000 shares outstanding)
  $ 3.98      
             
Net Assets Consist of:
           
Common Shares ($0.01 par value with an unlimited number of shares authorized, 180,010,000 shares issued and outstanding)
  $ 1,800,100      
Paid in Surplus
    1,783,370,975      
Accumulated Undistributed Net Investment Income
    (8,731,532 )    
Net Unrealized Depreciation
    (414,181,169 )    
Accumulated Net Realized Loss
    (645,156,157 )    
             
Net Assets Applicable to Common Shares
  $ 717,102,217      
             
Preferred Shares ($0.01 par value, authorized 28,000 shares, 14,000 issued with liquidation preference of $25,000 per share)
  $ 350,000,000      
             
Net Assets Including Preferred Shares
  $ 1,067,102,217      
             
 
 
30
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Financial Statements  
continued
 
Statement of Operations
For the Year Ended July 31, 2009
 
             
Investment Income:
           
Interest from Investments
  $ 95,510,402      
Dividends
    1,282      
Other
    3,248,620      
             
Total Income
    98,760,304      
             
Expenses:
           
Investment Advisory Fee
    10,508,777      
Credit Line
    5,298,360      
Administrative Fee
    2,472,653      
Preferred Share Maintenance
    788,866      
Custody
    427,618      
Professional Fees
    314,878      
Accounting and Administrative Expenses
    172,122      
Reports to Shareholders
    127,776      
Transfer Agent Fees
    28,351      
Trustees’ Fees and Related Expenses
    11,625      
Depreciation in Trustees’ Deferred Compensation Accounts
    (66,839 )    
Other
    167,397      
             
Total Operating Expenses
    20,251,584      
Interest Expense
    5,000,510      
             
Total Expense
    25,252,094      
             
Net Investment Income
  $ 73,508,210      
             
Realized and Unrealized Gain/Loss:
           
Realized Gain/Loss:
           
Investments
  $ (353,401,451 )    
Swap Contracts
    (1,280,858 )    
             
Net Realized Loss
    (354,682,309 )    
             
Unrealized Appreciation/Depreciation:
           
Beginning of the Period
    (326,725,684 )    
             
End of the Period:
           
Investments
    (401,265,889 )    
Swap Contracts
    (110,716 )    
Unfunded Commitments
    (12,804,564 )    
             
      (414,181,169 )    
             
Net Unrealized Depreciation During the Period
    (87,455,485 )    
             
Net Realized and Unrealized Loss
  $ (442,137,794 )    
             
Distributions to Preferred Shareholders
  $ (9,364,996 )    
             
Net Decrease in Net Assets Applicable to Common Shares From Operations
  $ (377,994,580 )    
             
 
 
31
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Financial Statements  
continued
 
Statements of Changes in Net Assets
 
                     
    For The
  For The
   
    Year Ended
  Year Ended
   
    July 31, 2009   July 31, 2008    
     
 
From Investment Activities:
                   
Operations:
                   
Net Investment Income
  $ 73,508,210     $ 143,443,228      
Net Realized Loss
    (354,682,309 )     (47,821,036 )    
Net Unrealized Depreciation During the Period
    (87,455,485 )     (233,806,954 )    
Distributions to Preferred Shareholders:
                   
Net Investment Income
    (9,364,996 )     (31,521,869 )    
                     
Change in Net Assets Applicable to Common Shares from Operations
    (377,994,580 )     (169,706,631 )    
Distributions to Common Shareholders:
                   
Net Investment Income
    (70,077,894 )     (115,188,402 )    
                     
Total Decrease in Net Assets Applicable to Common Shares
    (448,072,474 )     (284,895,033 )    
Net Assets Applicable to Common Shares:
                   
Beginning of the Period
    1,165,174,691       1,450,069,724      
                     
End of the Period (Including accumulated undistributed net investment income of $(8,731,532) and $(3,838,900), respectively)
  $ 717,102,217     $ 1,165,174,691      
                     
 
 
32
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Financial Statements  
continued
 
Statement of Cash Flows
For the Year Ended July 31, 2009
 
             
Change in Net Assets from Operations (including Preferred Share Distributions)
  $ (377,994,580 )    
             
Adjustments to Reconcile the Change in Net Assets from Operations to Net Cash Provided by Operating Activities:
           
Purchases of Investments
    (443,081,465 )    
Principal Repayments/Sales of Investments
    956,655,313      
Net Sales of Short-Term Investments
    8,082,489      
Amortization of Loan Fees
    1,289,598      
Net Loan Fees Received
    (635,039 )    
Accretion of Discounts
    (6,427,819 )    
Net Realized (Gain)/Loss on Investments
    353,401,451      
Net Change in Unrealized Depreciation on Investments
    84,883,094      
Decrease in Interest and Fees Receivable
    6,348,374      
Decrease in Other Assets
    27,535      
Decrease in Payable for Investment Advisory Fees
    (721,747 )    
Decrease in Payable for Administrative Fees
    (169,823 )    
Decrease in Payable for Distributor and Other Affiliates
    (266,975 )    
Decrease in Accrued Interest Expenses
    (1,316,479 )    
Decrease in Trustees’ Deferred Compensation and Retirement Plans
    (76,818 )    
Decrease in Accrued Expenses
    (108,896 )    
Net Change in Swap Contracts
    (28,456 )    
Net Change in Unfunded Commitments
    3,373,347      
             
Total Adjustments
    961,227,684      
             
Net Cash Provided by Operating Activities
    583,233,104      
             
Cash Flows from Financing Activities:
           
Proceeds from Bank Borrowings
    73,000,000      
Repayments of Bank Borrowings
    (586,000,000 )    
Cash Distributions Paid
    (70,233,104 )    
             
Net Cash Used for Financing Activities
    (583,233,104 )    
             
Net Increase in Cash
    -0-      
Cash at Beginning of the Period
    -0-      
             
Cash at the End of the Period
  $ -0-      
             
Supplemental Disclosures of Cash Flow Information
           
Cash Paid During the Year for Interest
  $ 6,316,989      
             
 
 
33
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Financial Highlights
 
The following schedule presents financial highlights for one common share of the Trust outstanding throughout the periods indicated.
                                         
    Year Ended July 31,
    2009   2008   2007   2006   2005
     
 
Net Asset Value, Beginning of the Period
  $ 6.47     $ 8.06     $ 8.57     $ 8.67     $ 8.63  
                                         
Net Investment Income
    .41 (a)     .80 (a)     .93 (a)     .79 (a)     .60  
Net Realized and Unrealized Gain/Loss
    (2.46 )     (1.57 )     (.47 )     (.10 )     .01  
Common Share Equivalent of Distributions Paid to Preferred Shareholders:
                                       
Net Investment Income
    (.05 )     (.18 )     (.20 )     (.17 )     (.10 )
                                         
Total from Investment Operations
    (2.10 )     (.95 )     .26       .52       .51  
                                         
Distributions Paid to Common Shareholders:
                                       
Net Investment Income
    (.39 )     (.64 )     (.77 )     (.62 )     (.47 )
                                         
Net Asset Value, End of the Period
  $ 3.98     $ 6.47     $ 8.06     $ 8.57     $ 8.67  
                                         
                                         
Common Share Market Price at End of the Period
  $ 3.59     $ 5.49     $ 7.98     $ 8.38     $ 8.19  
Total Return (b)
    –26.06%       –24.32%       3.94%       10.41%       –2.03%  
Net Assets Applicable to Common Shares at End of the Period (In millions)
  $ 717.1     $ 1,165.2     $ 1,450.1     $ 1,542.9     $ 1,560.7  
Ratios to Average Net Assets Applicable to Common Shares excluding Borrowings:
                                       
Operating Expense (c)
    2.96%       2.26%       2.35%       2.31%       2.26%  
Interest Expense (c)
    .73%       1.26%       1.95%       1.63%       .82%  
Gross Expense (c)
    3.69%       3.52%       4.30%       3.94%       3.08%  
Net Investment Income (c)
    10.73%       11.11%       10.80%       9.17%       6.87%  
Net Investment Income (d)
    9.36%       8.67%       8.46%       7.23%       5.75%  
Portfolio Turnover (e)
    37%       46%       85%       75%       94%  
                                         
Supplemental Ratios:
                                       
Ratios to Average Net Assets Including Preferred Shares and Borrowings:
                                       
Operating Expense (c)
    1.64%       1.27%       1.30%       1.28%       1.27%  
Interest Expense (c)
    .40%       .71%       1.08%       .90%       .46%  
Gross Expense (c)
    2.04%       1.98%       2.37%       2.18%       1.73%  
Net Investment Income (c)
    5.95%       6.26%       5.95%       5.06%       3.86%  
Net Investment Income (d)
    5.19%       4.88%       4.66%       3.99%       3.23%  
Senior Indebtedness:
                                       
Total Preferred Shares Outstanding
    14,000       14,000       28,000       28,000       28,000  
Asset Coverage Per Preferred Share (f)
  $ 76,225     $ 108,236     $ 76,803     $ 80,119     $ 80,750  
Involuntary Liquidating Preference Per Preferred Share
  $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000  
Average Market Value Per Preferred Share
  $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000  
Total Borrowing Outstanding (In thousands)
  $ 38,000     $ 551,000     $ 502,000     $ 557,000     $ 524,000  
Asset Coverage Per $1,000 Unit of Senior Indebtedness (g)
  $ 29,083     $ 3,750     $ 5,284     $ 5,028     $ 5,315  
 
(a) Based on average shares outstanding.
(b) Total return based on common share market price assumes an investment at the common share market price at the beginning of the period indicated, reinvestment of all distributions for the period in accordance with the Trust’s dividend reinvestment plan, and sale of all shares at the closing common share market price at the end of the period indicated.
(c) Ratios do not reflect the effect of distributions to preferred shareholders.
(d) Ratios reflect the effect of distributions to preferred shareholders.
(e) Calculation includes the proceeds from principal repayments and sales of senior loan interests.
(f) Calculated by subtracting the Trust’s total liabilities (not including the preferred shares) from the Trust’s total assets and dividing this by the number of preferred shares outstanding.
(g) Calculated by subtracting the Trust’s total liabilities (not including the preferred shares and the borrowings) from the Trust’s total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness.
 
 
34
See Notes to Financial Statements


 

Van Kampen Senior Income Trust
Notes to Financial Statements  n  July 31, 2009
 
1. Significant Accounting Policies
Van Kampen Senior Income Trust (the “Trust”) is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust’s investment objective is to seek to provide a high level of current income, consistent with preservation of capital. The Trust seeks to achieve its objective by investing primarily in a portfolio of interests in floating or variable rate senior loans to corporations, partnerships and other entities which operate in a variety of industries and geographical regions. The Trust borrows money for investment purposes which will create the opportunity for enhanced return, but also should be considered a speculative technique and may increase the Trust’s volatility. The Trust commenced investment operations on June 23, 1998.
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
A. Security Valuation The Trust’s Senior Loans and notes are valued by the Trust following valuation guidelines established and periodically reviewed by the Trust’s Board of Trustees. Under the valuation guidelines, Senior Loans and notes for which reliable market quotes are readily available are valued at the mean of such bid and ask quotes. Where reliable market quotes are not readily available, Senior Loans and notes are valued, where possible, using independent market indicators provided by independent pricing sources approved by the Board of Trustees. Other Senior Loans and notes are valued by independent pricing sources approved by the Board of Trustees based upon pricing models developed, maintained and operated by those pricing sources or valued by Van Kampen Asset Management (the “Adviser”) by considering a number of factors including consideration of market indicators, transactions in instruments which the Adviser believes may be comparable (including comparable credit quality, interest rate, interest rate redetermination period and maturity), the credit worthiness of the Borrower, the current interest rate, the period until next interest rate redetermination and the maturity of such Senior Loan. Consideration of comparable instruments may include commercial paper, negotiable certificates of deposit and short-term variable rate securities which have adjustment periods comparable to the Senior Loans in the Trust’s portfolio. The fair value of Senior Loans are reviewed and approved by the Trust’s Valuation Committee and the Board of Trustees.
Credit default swaps are valued using quotations obtained from brokers.
Equity securities are valued on the basis of prices furnished by pricing services or as determined in good faith by the Adviser under the direction of the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at amortized cost, which approximates market value. Short-term loan participations are valued at cost in the absence of any indication of impairment.
 
B. Fair Value Measurements The Trust adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157), effective August 1, 2008. In accordance with FAS 157, fair value is defined as the price that the
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
Trust would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. FAS 157 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Trust’s investments. The inputs are summarized in the three broad levels listed below.
 
Level 1— quoted prices in active markets for identical investments
Level 2— other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
Level 3— significant unobservable inputs (including the Trust’s own assumptions in determining the fair value of investments)
 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
C. Security Transactions Investment transactions are recorded on a trade date basis. Realized gains and losses are determined on an identified cost basis. Legal expenditures that are expected to result in the restructuring of a plan of reorganization for an investment are recorded as realized losses. The Trust may purchase and sell securities on a “when-issued” or “delayed delivery” basis, with settlement to occur at a later date. The value of the security so purchased is subject to market fluctuations during this period. The Trust will segregate assets with the custodian having an aggregate value at least equal to the amount of the when-issued or delayed delivery purchase commitments until payment is made. At July 31, 2009, the Trust had no when-issued or delayed delivery purchase commitments.
The Trust may invest in repurchase agreements, which are short-term investments in which the Trust acquires ownership of a debt security and the seller agrees to repurchase the security at a future time and specified price. Repurchase agreements are fully collateralized by the underlying debt security. The Trust will make payment for such securities only upon physical delivery or evidence of book entry transfer to the account of the custodian bank. The seller is required to maintain the value of the underlying security at not less than the repurchase proceeds due the Trust. At July 31, 2009, the Trust had no repurchase agreements.
 
D. Investment Income Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Facility fees received are treated as market discounts. Market premiums are amortized and discounts are accreted over the stated life of each applicable senior loan, note, or other fixed income security. Other income is comprised primarily of amendment fees which are recorded when received. Amendment fees are earned as compensation for agreeing to changes in loan agreements.
 
E. Federal Income Taxes It is the Trust’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes is required. Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Trust recognizes interest accrued related to unrecognized tax benefits in “Interest Expense” and penalties in “Other” expenses on the Statement of Operations. The Trust files tax returns with the U.S. Internal Revenue Service. Generally, each of the tax years in the four year period ended July 31, 2009, remains subject to examination by taxing authorities.
The Trust intends to utilize provisions of the federal income tax laws which allow it to carry a realized capital loss forward for eight years following the year of the loss and offset such losses against any future realized capital gains. The Trust had capital loss carryforward of $4,851,995, that expired during the current fiscal year. At July 31, 2009, the Trust had an accumulated capital loss carryforward for tax purposes of $364,380,249 which will expire according to the following schedule.
 
                 
Amount       Expiration
 
$ 122,716,095           July 31, 2010  
  52,014,750           July 31, 2011  
  29,634,358           July 31, 2012  
  2,190,907           July 31, 2013  
  6,730,384           July 31, 2014  
  11,934,630           July 31, 2015  
  17,612,397           July 31, 2016  
  121,546,728           July 31, 2017  
 
At July 31, 2009, the cost and related gross unrealized appreciation and depreciation are as follows:
 
             
Cost of investments for tax purposes
  $ 1,530,119,264      
             
Gross tax unrealized appreciation
  $ 26,452,673      
Gross tax unrealized depreciation
    (429,971,357 )    
             
Net tax unrealized depreciation on investments
  $ (403,518,684 )    
             
 
F. Distribution of Income and Gains The Trust intends to declare and pay monthly dividends from net investment income to common shareholders. Net realized gains, if any, are distributed at least annually to common shareholders. Distributions from net realized gains for book purposes may include short term capital gains, which are included as ordinary income for tax purposes.
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
The tax character of distributions paid for the years ended July 31, 2009 and 2008 were as follows:
 
                 
    2009   2008
 
Distributions paid from:
               
Ordinary income
  $ 79,598,098     $ 147,096,403  
                 
 
Permanent differences, primarily due to portion of capital loss carryforward expiring in the current year, resulted in the following reclassifications among the Trust’s components of net assets at July 31, 2009:
 
                     
Accumulated Undistributed
  Accumulated
   
Net Investment Income   Net Realized Loss   Paid in Surplus
 
$ 1,042,048     $ 3,820,915     $ (4,862,963 )
 
As of July 31, 2009, the components of distributable earnings on a tax basis were as follows:
 
         
Undistributed ordinary income
  $ 1,730,666  
 
Net realized gains or losses may differ for financial reporting and tax purposes primarily due to reclass of swap income from gains/losses, as a result of the post-October losses of $276,287,300 which are not recognized for tax purposes until the first day of the following fiscal year, deferral of losses resulting from wash sale transactions and gains and losses recognized on securities for tax purposes but not for book purposes.
 
G. Reporting Subsequent Events In accordance with the provisions set forth in Financial Accounting Standards Board Statement of Financial Accounting Standards No. 165, Subsequent Events, adopted by the Trust as of July 31, 2009, management has evaluated the possibility of subsequent events existing in the Trust’s financial statements through September 22, 2009. Management has determined that there are no material events or transactions that would effect the Trust’s financial statements or require disclosure in the Trust’s financial statements through this date.
 
2. Investment Advisory Agreement and Other Transactions with Affiliates
Under the terms of the Trust’s Investment Advisory Agreement, the Adviser will provide investment advice and facilities to the Trust for an annual fee of .85% of the average daily managed assets. Managed assets are defined as the gross asset value of the Trust minus the sum of accrued liabilities, other than the aggregate amount of borrowings undertaken by the Trust. In addition, the Trust will pay a monthly administrative fee to Van Kampen Investments Inc., the Trust’s Administrator, at an annual rate of .20% of the average daily managed assets of the Trust. The administrative services provided by the Administrator include monitoring the provisions of the loan agreements and any agreements with respect to participations and assignments, record keeping responsibilities with respect to interests in Variable Rate Senior
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
Loans in the Trust’s portfolio and providing certain services to the holders of the Trust’s securities.
For the year ended July 31, 2009, the Trust recognized expenses of approximately $118,100 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP, of which a trustee of the Trust is a partner of such firm and he and his law firm provide legal services as legal counsel to the Trust.
Under separate Legal Services and Chief Compliance Officer (CCO) Employment agreements, the Adviser provides legal services and the CCO provides compliance services to the Trust. The costs of these services are allocated to each trust. For the year ended July 31, 2009, the Trust recognized expenses of approximately $66,300 representing Van Kampen Investments Inc.’s or its affiliates’ (collectively “Van Kampen”) cost of providing legal services to the Trust, as well as the salary, benefits and related costs of the CCO and related support staff paid by Van Kampen. Services provided pursuant to the Legal Services agreement are reported as part of “Professional Fees” on the Statement of Operations. Services provided pursuant to the CCO Employment agreement are reported as part of “Accounting and Administrative Expenses” on the Statement of Operations.
Certain officers and trustees of the Trust are also officers and directors of Van Kampen. The Trust does not compensate its officers or trustees who are also officers of Van Kampen.
The Trust provides deferred compensation and retirement plans for its trustees who are not officers of Van Kampen. Under the deferred compensation plan, trustees may elect to defer all or a portion of their compensation to a later date. Benefits under the retirement plan are payable upon retirement for a ten-year period and are based upon each trustee’s years of service to the Trust. The maximum annual benefit per trustee under the plan is $2,500.
As of July 31, 2009, the Trust did not own shares of affiliated companies. Affiliated companies are defined by the 1940 Act, as those companies in which a fund holds 5% or more of the outstanding voting securities.
 
3. Capital Transactions
The Board of Trustees have approved a share repurchase program whereby the Trust may, when appropriate, repurchase its shares in the open market or in privately negotiated transactions at a price not above market value or net asset value (NAV), whichever is lower at the time of purchase.
 
4. Investment Transactions
During the period, the cost of purchases and proceeds from investments sold and repaid, excluding short-term investments, were $465,409,053 and $986,292,045, respectively.
 
5. Commitments
Pursuant to the terms of certain Senior Loan agreements, the Trust had unfunded loan commitments of approximately $58,708,900 as of July 31, 2009. The Trust intends to reserve against such contingent obligations by designating cash, liquid securities and liquid Senior Loans as a reserve. The unrealized depreciation on these commitments of $12,804,564 as of
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
July 31, 2009 is reported as “Unfunded Commitments” on the Statement of Assets and Liabilities. As of July 31, 2009, the Trust held the following unfunded loan commitments:
 
                     
        Unfunded
  Appreciation/
Description   Type                Commitment   (Depreciation)
 
AX Acquisition Corp.
  Revolver   $ 2,500,000     $ (625,000 )
Bright Horizons Family Solutions, Inc.
  Revolver     4,472,000       (1,118,000 )
Cannery Casino Resorts, LLC
  Revolver     1,002,273       (140,318 )
Catalent Pharma Solutions
  Revolver     2,242,857       (616,786 )
Centennial Cellular Operating, Co. LLC
  Revolver     750,000       (41,250 )
Centennial Cellular Operating, Co. LLC
  Revolver     750,000       (41,250 )
Chart Industries, Inc.
  Revolver     2,750,000       (618,750 )
Education Management Corporation
  Revolver     3,000,000       (270,000 )
GateHouse Media Operating, Inc.
  Revolver     1,000,000       (700,000 )
General Nutrition Centers, Inc.
  Revolver     5,500,000       (1,237,500 )
Graphic Packaging International, Inc.
  Revolver     5,000,000       (900,000 )
Hunter Fan Company
  Revolver     735,417       (341,969 )
KAG Property LLC
  Delayed Draw Note     192,367       (6,973 )
Kranson Industries, Inc.
  Revolver     2,500,000       (250,000 )
Lyondell Chemical Company
  DIP Term Loan     264,389       9,841  
Metro-Goldwyn-Mayer Studios Inc.
  Revolver     403,846       (189,808 )
Mirant North America LLC
  Revolver     3,921,800       (431,398 )
NV Broadcasting LLC
  DIP Term Loan     186,871       0  
Pinnacle Foods Holdings Corp.
  Revolver     6,680,800       (2,171,260 )
Select Medical Corporation
  Revolver     1,800,000       (342,000 )
Sungard Data Systems, Inc.
  Revolver     3,063,164       (570,514 )
Surgical Care Affiliates, Inc.
  Revolver     2,664,000       (719,280 )
True Temper Sports, Inc.
  Revolver     322,500       (130,612 )
USI Holdings Corp.
  Revolver     1,483,333       (430,167 )
Van Houtte
  Revolver     3,000,000       (480,000 )
Volume Services America, Inc.
  Revolver     2,523,256       (441,570 )
                     
        $ 58,708,873     $ (12,804,564 )
                     
 
6. Derivative Financial Instruments
A derivative financial instrument in very general terms refers to a security whose value is “derived” from the value of an underlying asset, reference rate or index.
The Trust may use derivative instruments for a variety of reasons, such as to attempt to protect the Trust against possible changes in the market value of its portfolio or to generate potential gain. All of the Trust’s portfolio holdings, including derivative instruments, are marked to market each day with the change in value reflected in unrealized appreciation/depreciation. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts.
The Trust is subject to credit risk in the normal course of pursuing its investment objectives. The Trust may enter into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults of corporate and sovereign issuers, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. A credit default swap is an agreement between two parties to exchange the credit risk of an issuer or index of issuers. A buyer of a credit default swap is said to buy
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
protection by paying periodic fees in return for a contingent payment from the seller if the issuer has a credit event such as bankruptcy, a failure to pay outstanding obligations or deteriorating credit while the swap is outstanding. A seller of a credit default swap is said to sell protection and thus collects the periodic fees and profits if the credit of the issuer remains stable or improves while the swap is outstanding. The seller in a credit default swap contract would be required to pay an agreed-upon amount to the buyer in the event of an adverse credit event of the issuer. This agreed-upon amount approximates the notional amount of the swap as disclosed in the table following the Portfolio of Investments and is estimated to be the maximum potential future payment that the seller could be required to make under the credit default swap contract. In the event of an adverse credit event, the seller generally does not have any contractual remedies against the issuer or any other third party. However, if a physical settlement is elected, the seller would receive the defaulted credit and, as a result, become a creditor of the issuer.
The current credit rating of each individual issuer is listed in the table following the Portfolio of Investments and serves as an indicator of the current status of the payment/ performance risk of the credit derivative. Alternatively, for credit default swaps on an index of credits, the quoted market prices and current values serve as an indicator of the current status of the payment/performance risk of the credit derivative. Generally, lower credit ratings and increasing market values, in absolute terms, represent a deterioration of the credit and a greater likelihood of an adverse credit event of the issuer.
The Trust accrues for the periodic fees on credit default swaps on a daily basis with the net amount accrued recorded within unrealized appreciation/depreciation of swap contracts. Upon cash settlement of the periodic fees, the net amount is recorded as realized gain/loss on swap contracts on the Statement of Operations. Net unrealized gains are recorded as an asset or net unrealized losses are reported as a liability on the Statement of Assets and Liabilities. The change in value of the swap contracts is reported as unrealized gains or losses on the Statement of Operations. Upfront payments received or made upon entering into a credit default swap contract, if any, are recorded as realized gain or loss on the Statement of Operations upon termination or maturity of the swap. Credit default swaps may involve greater risks than if a trust had invested in the issuer directly. The Trust’s maximum risk or loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk is mitigated by having a master netting arrangement between the Trust and the counterparty and by the posting of collateral by the counterparty to the Trust to cover the Trust’s exposure to the counterparty.
The Trust may sell credit default swaps which expose it to risk of loss from credit risk related events specified in the contract. Although contract-specific, credit events are generally defined as bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium. As disclosed in the footnotes to the Portfolio of Investments, the aggregate fair value of credit default swaps in a net liability position as of July 31, 2009 was $374,800. The aggregate fair value of assets posted as collateral, net of assets received as collateral, for these swaps was $340,000. If a defined credit event had occurred as of July 31, 2009, the swaps’ credit-risk-related contingent features would have been triggered and the Trust would have been required to pay $8,000,000 less the value of the contracts’ related reference obligations.
Swap agreements are not entered into or traded on exchanges and there is no central clearing or guaranty function for swaps. Therefore, swaps are subject to the risk of default or non-performance by the counterparty. If there is a default by the counterparty to a swap
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
agreement, the Trust will have contractual remedies pursuant to the agreements related to the transaction. Counterparties are required to pledge collateral daily (based on the valuation of each swap) on behalf of the Trust with a value approximately equal to the amount of any unrealized gain. Reciprocally, when the Trust has an unrealized loss on a swap contract, the Trust has instructed the custodian to pledge cash or liquid securities as collateral with a value approximately equal to the amount of the unrealized loss. Collateral pledges are monitored and subsequently adjusted if and when the swap valuations fluctuate. Cash collateral is disclosed in the table following the Portfolio of Investments. Cash collateral has been offset against open swap contracts under the provisions of Financial Accounting Standards Board Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts an interpretation of APB Opinion No. 10 and Financial Accounting Standards Board Statement No. 105 and are included within “Swap Contracts” on the Statement of Assets and Liabilities. For cash collateral received, the Trust pays a monthly fee to the counterparty based on the effective rate for Federal Funds. This fee, when paid, is included within realized loss on swap contracts on the Statement of Operations.
The Trust adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161), effective February 1, 2009. FAS 161 is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Trust uses derivative instruments, how these derivative instruments are accounted for and their effects on the Trust’s financial position and results of operations.
The following table sets forth the fair value of the Trust’s derivative contracts by primary risk exposure as of July 31, 2009.
 
                                 
    Asset Derivatives   Liability Derivatives
    Balance Sheet
      Balance Sheet
   
Primary Risk Exposure   Location   Fair Value   Location   Fair Value
 
Credit Contracts
    Swap Contracts     $ -0-       Swap Contracts     $ (33,216 )
                         
 
The following tables set forth by primary risk exposure the Trust’s realized gains/losses and change in unrealized appreciation/depreciation by type of derivative contract for the period ended July 31, 2009 in accordance with FAS 161:
 
         
Amount of Realized Gain/(Loss) on Derivative Contracts
Primary Risk Exposure   Swap Contracts
 
Credit Contracts
  $ (1,280,858 )
         
 
         
Change in Unrealized Appreciation/(Depreciation) on Derivative Contracts
Primary Risk Exposure   Swap Contracts
 
Credit Contracts
  $ 800,956  
         
 
7. Senior Loan Participation Commitments
The Trust invests primarily in participations, assignments, or acts as a party to the primary lending syndicate of a Variable Rate Senior Loan interest to United States and foreign
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
corporations, partnerships, and other entities. When the Trust purchases a participation of a Senior Loan interest, the Trust typically enters into a contractual agreement with the lender or other third party selling the participation, but not with the borrower directly. As such, the Trust assumes the credit risk of the borrower, selling participant or other persons interpositioned between the Trust and the borrower.
At July 31, 2009, the following sets forth the selling participants with respect to interests in Senior Loans purchased by the Trust on a participation basis.
 
                 
    Principal
   
    Amount
  Value
Selling participant   (000)   (000)
 
Goldman Sachs Lending Partners
  $ 160     $ 69  
 
8. Borrowings
The Trust may utilize financial leverage to the maximum extent allowable under the 1940 Act. Under the 1940 Act, a Trust generally may not (i) borrow money greater than 331/3% of the Trust’s total assets or (ii) issue preferred shares greater than 50% of the Trust’s total assets. In using a combination of borrowing money and issuing preferred shares, the maximum allowable leverage is somewhere between 331/3% and 50% (but in no event more than 50%) of the Trust’s total assets based on the relative amounts borrowed or preferred shares issued.
The Trust has entered into a $700 million annual revolving credit and security agreement. This revolving credit agreement is secured by the assets of the Trust. In connection with this agreement, for the year ended July 31, 2009, the Trust incurred fees of approximately $5,298,400, as disclosed on the Statement of Operations. For the year ended July 31, 2009, the average daily balance of borrowings under the Amended and Restated Revolving Credit and Security Agreement was $201,098,630 with a weighted average interest rate of 2.57%. Effective September 13, 2008, the Trust changed its Credit and Security Agreement to $625 million. Effective September 11, 2009, the Trust changed its Credit and Security Agreement to $200 million.
 
9. Preferred Shares Issuance
The Trust has outstanding 2,800 shares each of Series M, Series T, Series W, Series TH and Series F Auction Preferred Shares (APS), $.01 Par Value, $25,000 liquidation preference, for a total issuance of $350 million. Dividends are cumulative and the dividend rates are generally reset every seven days through an auction process. Beginning on February 12, 2008 and continuing through July 31, 2009, all series of preferred shares of the Trust were not successfully remarketed. As a result, the dividend rates of these preferred shares were reset to the maximum applicable rate on APS. The average rate in effect on July 31, 2009 was 1.761%. During the year ended July 31, 2009, the rates ranged from 1.733% to 7.144%.
The Trust pays annual fees equivalent to .25% of the preferred share liquidation value for the remarketing efforts associated with the preferred auctions. These fees are included as a component of the “Preferred Share Maintenance” expense on the Statement of Operations.
The APS are redeemable at the option of the Trust in whole or in part at the liquidation value of $25,000 per share plus accumulated and unpaid dividends. The Trust is subject to certain asset coverage tests and the APS are subject to mandatory redemption if the tests are not met.
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
10. Indemnifications
The Trust enters into contracts that contain a variety of indemnifications. The Trust’s maximum exposure under these arrangements is unknown. However, the Trust has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
 
11. Legal Matters
The Trust is one of numerous defendants (“Lenders”) that have been named in an adversary proceeding pending in the Bankruptcy Court of the Southern District of Florida (the “Court”). The action, entitled In re Tousa Inc., et al., was filed on July 15, 2008, by the Official Committee of Unsecured Creditors of home building companies to which the Lenders loaned money through different lending facilities. An amended complaint was filed on October 17, 2008. Plaintiff alleges that monies used to repay the Lenders should be avoided as fraudulent and preferential transfers under the bankruptcy laws. More specifically, Plaintiff alleges that subsidiaries of the home building companies were allegedly forced to become co-borrowers and guarantors of the monies used to repay the Lenders, and that the subsidiaries did not receive fair consideration or reasonably equivalent value when they transferred the proceeds to repay the Lenders. Plaintiff seeks to avoid the transfers and other equitable relief. The Trust and the other Lenders are named as defendants in two separate lending capacities; first, as lenders in a credit agreement (the “Credit Lenders”); and second, as lenders in a term loan (the “Term Loan Lenders”). The Trust, as Credit Lender, moved to dismiss the amended complaint. The Court denied the motion to dismiss on December 4, 2008. The Trust and the other Credit Lenders filed a motion for leave to appeal the dismissal, which was denied on February 23, 2009. Plaintiff thereafter filed a Second Amended Complaint that was superseded by a Third Amended Complaint. The Trust filed two answers to the Third Amended Complaint in its respective capacities as a Credit Lender and a Term Loan Lender. A court-ordered mediation took place in March 2009, but no resolution was reached. The case went to trial, which concluded in August 2009. A final decision is currently expected in late 2009.
The Trust is also one of the defendants that have been named in an adversary proceeding pending in the United States District Court for the Southern District of New York. The action, entitled Robertson v. Arch et al., was filed on January 26, 2009, by certain individual holders of auction rate preferred securities (“ARPS”) issued by certain Van Kampen funds, including the Trust. The suit names the relevant funds and the funds’ trustees as defendants. The complaint alleges breach of fiduciary duty for failure to redeem the ARPS. It seeks, among other things, an order compelling the redemption of plaintiffs’ ARPS and consequential damages. On April 3, 2009, an amended complaint was filed, substituting Amegy Bank N.A. as plaintiff, and alleging that it owns ARPS issued by certain Van Kampen funds and is the successor in interest to the initial plaintiffs’ claims. Following the filing of defendants’ motion to dismiss, an agreement in principle was reached to settle the litigation in its entirety. On May 14, 2009, the Court entered an Order of Discontinuance dismissing the case with prejudice, based on the consent of all parties, with leave to move to reinstate in the event the settlement is not finalized.
The Trust is one of hundreds of defendants which include non-agent lender defendants that had been named in litigation filed by the Adelphia Recovery Trust (“ART”) in the U.S. District Court for the Southern District of New York in an action entitled Adelphia Recovery Trust v. Bank of America, N.A., et al. which alleged that a wide swath of financial institutions such as investment banks, agent lenders and non-agent lenders worked together to assist the Rigas family in its defrauding of Adelphia. The complaint by ART against the non-
 
 
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Van Kampen Senior Income Trust
Notes to Financial Statements  
n  July 31, 2009  continued
 
agent lenders stated certain claims including equitable disallowance, voidable preferences and fraudulent transfers and sought, among other remedies, to disallow and/or void certain transfers and repayments the non-agent lenders received in connection with loans made to Adelphia. The non-agent lenders, which include the Trust, moved to dismiss all claims against them. The motions to dismiss all claims against the non-agent lenders were granted in June 2008 and final judgment was entered in December 2008. ART appealed the judgment to the United States Court of Appeals for the Second Circuit in July 2009. The outcome of the appeal is not expected until sometime in 2010.
In management’s opinion, there is no material impact to the Trust as a result of these legal matters.
 
12. Subsequent Event
On September 15, 2009, the Trust commenced a shares repurchase program for purposes of enhancing stockholder value and reducing the discount at which the Trust’s shares trade from their net asset value.
 
 
45


 

Van Kampen Senior Income Trust
Report of Independent Registered Public Accounting Firm
 
To the Shareholders and Board of Trustees of Van Kampen Senior Income Trust
 
We have audited the accompanying statement of assets and liabilities of Van Kampen Senior Income Trust (the “Trust”), including the portfolio of investments, as of July 31, 2009, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2009, by correspondence with the Trust’s custodian, brokers and selling or agent banks; where replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Van Kampen Senior Income Trust as of July 31, 2009, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
DELOITTE & TOUCHE LLP
September 22, 2009
 
 
46


 

Van Kampen Senior Income Trust
Dividend Reinvestment Plan
 
The dividend reinvestment plan (the Plan) offers you a prompt and simple way to reinvest your dividends and capital gains distributions (Distributions) into additional shares of the Trust. Under the Plan, the money you earn from Distributions will be reinvested automatically in more shares of the Trust, allowing you to potentially increase your investment over time.
 
Plan benefits
 
• Add to your account
 
You may increase your shares in the Trust easily and automatically with the Plan.
 
• Low transaction costs
 
Transaction costs are low because the new shares are bought in blocks and the brokerage commission is shared among all Participants.
 
• Convenience
 
You will receive a detailed account statement from Computershare Trust Company, N.A., (the Agent) which administers the Plan. The statement shows your total Distributions, date of investment, shares acquired, and price per share, as well as the total number of shares in your reinvestment account. You can also access your account via the Internet at vankampen.com.
 
• Safekeeping
 
Computershare Trust Company, N.A. will hold the shares it has acquired for you in safekeeping.
 
How to participate in the Plan
 
If you own shares in your own name, you can participate directly in the Plan. If your shares are held in “street name”—in the name of your brokerage firm, bank, or other financial institution—you must instruct that entity to participate on your behalf. If they are unable to participate on your behalf, you may request that they reregister your shares in your own name so that you may enroll in the Plan.
If you choose to participate in the Plan, whenever the Trust declares a Distribution, it will be invested in additional shares of your Trust that are purchased on the open market.
 
How to enroll
 
To enroll in the Plan, please read the Terms and Conditions in the Plan brochure. You can obtain a copy of the Plan Brochure and enroll in the Plan by visiting vankampen.com, calling toll-free (800) 341-2929 or notifying us in writing at
 
 
47


 

Van Kampen Senior Income Trust
Dividend Reinvestment Plan  
continued
 
Van Kampen Closed End Funds, Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078. Please include the Trust name and account number and ensure that all shareholders listed on the account sign these written instructions. Your participation in the Plan will begin with the next Distribution payable after the Agent receives your authorization, as long as they receive it before the “record date,” which is generally ten business days before the Distribution is paid. If your authorization arrives after such record date, your participation in the Plan will begin with the following Distribution.
 
Costs of the plan
 
There is no direct charge to you for reinvesting Distributions because the Plan’s fees are paid by the Trust. However, when applicable, you will pay your portion of any brokerage commissions incurred when the new shares are purchased on the open market. These brokerage commissions are typically less than the standard brokerage charges for individual transactions, because shares are purchased for all participants in blocks, resulting in lower commissions for each individual participant. Any brokerage commissions or service fees are averaged into the purchase price.
 
Tax implications
 
The automatic reinvestment of Distributions does not relieve you of any income tax that may be due on dividends or distributions. You will receive tax information annually to help you prepare your federal and state income tax returns.
Van Kampen does not offer tax advice. The tax information contained herein is general and is not exhaustive by nature. It was not intended or written to be used, and it cannot be used by any taxpayer, for avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Federal and state tax laws are complex and constantly changing. Shareholders should always consult a legal or tax advisor for information concerning their individual situation.
 
How to withdraw from the Plan
 
To withdraw from the Plan please visit vankampen.com or call (800) 341-2929 or notify us in writing at the address below.
Van Kampen Closed-End Funds
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
All shareholders listed on the account must sign any written withdrawal instructions. If you withdraw, you have three options with regard to the shares held in the Plan:
  1.  If you opt to continue to hold your non-certificated whole shares, they will be held by Computershare Trust Company N.A. as Direct Registration Book-Shares (Book-Entry Shares) and fractional shares will be sold at the then
 
 
48


 

Van Kampen Senior Income Trust
Dividend Reinvestment Plan  
continued
 
  current market price. Proceeds will be sent via check to your address of record after deducting applicable fees and brokerage commissions.
  2.  If you opt to sell your shares through the Agent, we will sell all full and fractional shares and send the proceeds via check to your address of record after deducting brokerage commissions and a $2.50 service fee.
  3.  You may sell your shares through your financial advisor through the Direct Registration Systems (DRS). DRS is a service within the securities industry that allows Trust shares to be held in your name in electronic format. You retain full ownership of your shares, without having to hold a share certificate.
The Trust and Computershare Trust Company, N.A. may amend or terminate the Plan. Participants will receive written notice at least 30 days before the effective date of any amendment. In the case of termination, Participants will receive written notice at least 30 days before the record date for the payment of any dividend or capital gains distribution by the Trust. In the case of amendment or termination necessary or appropriate to comply with applicable law or the rules and policies of the Securities and Exchange Commission or any other regulatory authority, such written notice will not be required.
 
To obtain a complete copy of the Dividend Reinvestment Plan, please call our Client Relations department at 800-341-2929 or visit vankampen.com.
 
 
 
49


 

Van Kampen Senior Income Trust
Board of Trustees, Officers and Important Addresses
 
     
Board of Trustees
David C. Arch
Jerry D. Choate
Rod Dammeyer
Linda Hutton Heagy
R. Craig Kennedy
Howard J Kerr
Jack E. Nelson
Hugo F. Sonnenschein
Wayne W. Whalen*
– Chairman
Suzanne H. Woolsey
 
Officers
Edward C. Wood III
President and Principal Executive Officer
Stefanie V. Chang Yu
Vice President and Secretary
John L. Sullivan
Chief Compliance Officer
Stuart N. Schuldt
Chief Financial Officer and Treasurer
Kevin Klingert
Vice President
  Investment Adviser
Van Kampen Asset Management
522 Fifth Avenue
New York, New York 10036

Custodian
State Street Bank
and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Transfer Agent
Computershare Trust Company, N.A.
c/o Computershare Investor Services
P.O. Box 43078
Providence, Rhode Island 02940-3078

Legal Counsel
Skadden, Arps, Slate,
Meagher & Flom LLP
155 North Wacker Drive
Chicago, IL 60606

Independent Registered
Public Accounting Firm
Deloitte & Touche LLP
111 South Wacker Drive
Chicago, Illinois 60606
 
 
 
* “Interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended.
 
 
50


 

Van Kampen Senior Income Trust
Results of Shareholders Votes
 
The Annual Meeting of Shareholders of the Trust was held on June 17, 2009, where shareholders voted on the election of trustees.
 
With regards to the election of the following trustees by the common shareholders of the Trust:
 
                 
    # of Shares
    In Favor   Withheld
 
 
Wayne W. Whalen
    155,544,547       8,321,332  
Rod Dammeyer
    155,564,123       8,301,756  
 
With regards to the election of the following trustees by the preferred shareholders of the Trust:
 
                 
    # of Shares
    In Favor   Withheld
 
 
Linda Hutton Heagy
    9,017       43  
 
The other trustees of the Trust whose terms did not expire in 2009 are David C. Arch, Jerry D. Choate, R. Craig Kennedy, Howard J Kerr, Jack E. Nelson, Hugo F. Sonnenschein and Suzanne H. Woolsey.
 
 
51


 

Van Kampen Senior Income Trust
Trustee and Officer Information
 
 
The business and affairs of each Trust are managed under the direction of the Trusts’ Board of Trustees and the Trusts’ officers appointed by the Board of Trustees. The tables below list the trustees and executive officers of each Trust and their principal occupations during the last five years, other directorships held by trustees and their affiliations, if any, with Van Kampen Investments, the Adviser, the Distributor, Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Investor Services. The term “Fund Complex” includes each of the investment companies advised by the Adviser as of the date of this Annual Report. Trustees of the Trust generally serve three year terms or until their successors are duly elected and qualified. Officers are annually elected by the trustees.
 
                         
Independent Trustees:
                Number of
   
        Term of
      Funds in
   
        Office and
      Fund
   
    Position(s)
  Length of
      Complex
   
Name, Age and Address
  Held with
  Time
  Principal Occupation(s)
  Overseen
  Other Directorships
of Independent Trustee   each Trust   Served   During Past 5 Years   By Trustee   Held by Trustee
 
David C. Arch (64)
Blistex Inc.
1800 Swift Drive
Oak Brook, IL 60523
  Trustee   Trustee
since 1998
  Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Member of the Heartland Alliance advisory board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan.
                         
 
 
52


 

                         
Van Kampen Senior Income Trust
Trustee and Officer Information  continued
                Number of
   
        Term of
      Funds in
   
        Office and
      Fund
   
    Position(s)
  Length of
      Complex
   
Name, Age and Address
  Held with
  Time
  Principal Occupation(s)
  Overseen
  Other Directorships
of Independent Trustee   each Trust   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Jerry D. Choate (70)
33971 Selva Road
Suite 130
Dana Point, CA 92629
  Trustee   Trustee
since 2006
  Prior to January 1999, Chairman and Chief Executive Officer of the Allstate Corporation (“Allstate”) and Allstate Insurance Company. Prior to January 1995, President and Chief Executive Officer of Allstate. Prior to August 1994, various management positions at Allstate.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of Amgen Inc., a biotechnological company, and Valero Energy Corporation, an independent refining company.
                         
                         
Rod Dammeyer (68)
CAC, LLC
4350 La Jolla Village Drive
Suite 685
San Diego, CA 92122-1249
  Trustee   Trustee
since 1998
  President of CAC, L.L.C., a private company offering capital investment and management advisory services.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of Quidel Corporation, Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc. Prior to January 2004, Director of TeleTech Holdings Inc. and Arris Group, Inc.
                         
 
 
53


 

                         
Van Kampen Senior Income Trust
Trustee and Officer Information  continued
                Number of
   
        Term of
      Funds in
   
        Office and
      Fund
   
    Position(s)
  Length of
      Complex
   
Name, Age and Address
  Held with
  Time
  Principal Occupation(s)
  Overseen
  Other Directorships
of Independent Trustee   each Trust   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Linda Hutton Heagy† (61)
4939 South Greenwood
Chicago, IL 60615
  Trustee   Trustee
since 2006
  Prior to February 2008, Managing Partner of Heidrick & Struggles, an international executive search firm. Prior to 1997, Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company. Prior to 1990, Executive Vice President of The Exchange National Bank.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee on the University of Chicago Medical Center Board, Vice Chair of the Board of the YMCA of Metropolitan Chicago and a member of the Women’s Board of the University of Chicago.
                         
                         
R. Craig Kennedy (57)
1744 R Street, NW
Washington, DC 20009
  Trustee   Trustee
since 2006
  Director and President of the German Marshall Fund of the United States, an independent U.S. foundation created to deepen understanding, promote collaboration and stimulate exchanges of practical experience between Americans and Europeans. Formerly, advisor to the Dennis Trading Group Inc., a managed futures and option company that invests money for individuals and institutions. Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of First Solar, Inc.
                         
                         
Howard J Kerr (73)
14 Huron Trace
Galena, IL 61036
  Trustee   Trustee
since 1998
  Prior to 1998, President and Chief Executive Officer of Pocklington Corporation, Inc., an investment holding company.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of the Lake Forest Bank & Trust. Director of the Marrow Foundation.
                         
 
 
54


 

                         
Van Kampen Senior Income Trust
Trustee and Officer Information  continued
                Number of
   
        Term of
      Funds in
   
        Office and
      Fund
   
    Position(s)
  Length of
      Complex
   
Name, Age and Address
  Held with
  Time
  Principal Occupation(s)
  Overseen
  Other Directorships
of Independent Trustee   each Trust   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Jack E. Nelson (73)
423 Country Club Drive
Winter Park, FL 32789
  Trustee   Trustee
since 2006
  President of Nelson Investment Planning Services, Inc., a financial planning company and registered investment adviser in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the Financial Industry Regulatory Authority (“FINRA”), Securities Investors Protection Corp. and the Municipal Securities Rulemaking Board. President of Nelson Sales and Services Corporation, a marketing and services company to support affiliated companies.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex.
                         
                         
Hugo F. Sonnenschein (68)
1126 E. 59th Street
Chicago, IL 60637
  Trustee   Trustee
since 1998
  President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences.
                         
 
 
55


 

                         
Van Kampen Senior Income Trust
Trustee and Officer Information  continued
                Number of
   
        Term of
      Funds in
   
        Office and
      Fund
   
    Position(s)
  Length of
      Complex
   
Name, Age and Address
  Held with
  Time
  Principal Occupation(s)
  Overseen
  Other Directorships
of Independent Trustee   each Trust   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Suzanne H. Woolsey, Ph.D. (67)
815 Cumberstone Road
Harwood, MD 20776
  Trustee   Trustee
since 2006
  Chief Communications Officer of the National Academy of Sciences/National Research Council, an independent, federally chartered policy institution, from 2001 to November 2003 and Chief Operating Officer from 1993 to 2001. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee of Changing World Technologies, Inc., an energy manufacturing company, since July 2008. Director of Fluor Corp., an engineering, procurement and construction organization, since January 2004. Director of Intelligent Medical Devices, Inc., a symptom based diagnostic tool for physicians and clinical labs. Director of the Institute for Defense Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, Director of the Rocky Mountain Institute and Trustee of California Institute of Technology and the Colorado College.
                         
 
 
56


 

                         
Van Kampen Senior Income Trust
Trustee and Officer Information  continued
Interested Trustee:*
                Number of
   
        Term of
      Funds in
   
        Office and
      Fund
   
    Position(s)
  Length of
      Complex
   
Name, Age and Address
  Held with
  Time
  Principal Occupation(s)
  Overseen
  Other Directorships
of Interested Trustee   each Trust   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Wayne W. Whalen* (69)
333 West Wacker Drive
Chicago, IL 60606
  Trustee   Trustee
since 1998
  Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex.     89     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of the Abraham Lincoln Presidential Library Foundation.
 
As indicated above, prior to February 2008, Ms. Heagy was an employee of Heidrick and Struggles, an international executive search firm (“Heidrick”). Heidrick has been (and may continue to be) engaged by Morgan Stanley from time to time to perform executive searches. Such searches have been done by professionals at Heidrick without any involvement by Ms. Heagy. Ethical wall procedures exist to ensure that Ms. Heagy will not have any involvement with any searches performed by Heidrick for Morgan Stanley. Ms. Heagy does not receive any compensation, directly or indirectly, for searches performed by Heidrick for Morgan Stanley.
 
* Mr. Whalen is an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such funds in the Fund Complex.
 
 
57


 

Van Kampen Senior Income Trust
Trustee and Officer Information  continued
 
             
Officers:
        Term of
   
        Office and
   
    Position(s)
  Length of
   
Name, Age and
  Held with
  Time
  Principal Occupation(s)
Address of Officer   each Trust   Served   During Past 5 Years
 
Edward C. Wood III (53)
1 Parkview Plaza – Suite 100
Oakbrook Terrace, IL 60181
  President and
Principal Executive
Officer
  Officer
since 2008
  President and Principal Executive Officer of funds in the Fund Complex since November 2008. Managing Director of Van Kampen Investments Inc., the Adviser, the Distributor, Van Kampen Advisors Inc. and Van Kampen Exchange Corp. since December 2003. Chief Administrative Officer of the Adviser, Van Kampen Advisors Inc. and Van Kampen Exchange Corp. since December 2002. Chief Operating Officer of the Distributor since December 2002. Director of Van Kampen Advisors Inc., the Distributor and Van Kampen Exchange Corp. since March 2004. Director of the Adviser since August 2008. Director of Van Kampen Investments Inc. and Van Kampen Investor Services Inc. since June 2008. Previously, Director of the Adviser and Van Kampen Investments Inc. from March 2004 to January 2005 and Chief Administrative Officer of Van Kampen Investments Inc. from 2002 to 2009.
             
             
Kevin Klingert (46)
522 Fifth Avenue
New York, NY 10036
  Vice President   Officer
since 2008
  Vice President of funds in the Fund Complex since May 2008. Global Head, Chief Operating Officer and acting Chief Investment Officer of the Fixed Income Group of Morgan Stanley Investment Management Inc. since April 2008. Head of Global Liquidity Portfolio Management and co-Head of Liquidity Credit Research of Morgan Stanley Investment Management since December 2007. Managing Director of Morgan Stanley Investment Management Inc. from December 2007 to March 2008. Previously, Managing Director on the Management Committee and head of Municipal Portfolio Management and Liquidity at BlackRock from October 1991 to January 2007.
             
             
Stefanie V. Chang Yu (42)
522 Fifth Avenue
New York, NY 10036
  Vice President
and Secretary
  Officer
since 2003
  Managing Director of Morgan Stanley Investment Management Inc. Vice President and Secretary of funds in the Fund Complex.
             
             
John L. Sullivan (53)
1 Parkview Plaza – Suite 100
Oakbrook Terrace, IL 60181
  Chief Compliance Officer   Officer
since 1998
  Chief Compliance Officer of funds in the Fund Complex since August 2004. Prior to August 2004, Director and Managing Director of Van Kampen Investments, the Adviser, Van Kampen Advisors Inc. and certain other subsidiaries of Van Kampen Investments, Vice President, Chief Financial Officer and Treasurer of funds in the Fund Complex and head of Fund Accounting for Morgan Stanley Investment Management Inc. Prior to December 2002, Executive Director of Van Kampen Investments, the Adviser and Van Kampen Advisors Inc.
             
 
 
58


 

             
Van Kampen Senior Income Trust
Trustee and Officer Information  continued
        Term of
   
        Office and
   
    Position(s)
  Length of
   
Name, Age and
  Held with
  Time
  Principal Occupation(s)
Address of Officer   each Trust   Served   During Past 5 Years
 
Stuart N. Schuldt (47)
1 Parkview Plaza – Suite 100
Oakbrook Terrace, IL 60181
  Chief Financial Officer
and Treasurer
  Officer
since 2007
  Executive Director of Morgan Stanley Investment Management Inc. since June 2007. Chief Financial Officer and Treasurer of funds in the Fund Complex since June 2007. Prior to June 2007, Senior Vice President of Northern Trust Company, Treasurer and Principal Financial Officer for Northern Trust U.S. mutual fund complex.
             
 
In accordance with Section 303A. 12(a) of the New York Stock Exchange Listed Company Manual, the Trust’s Chief Executive Officer has certified to the New York Stock Exchange that, as of July 1, 2009, he was not aware of any violation by the Trust of NYSE corporate governance listing standards.
             
 
The certifications by the Trust’s principal executive officer and principal financial officer required by Rule 30a-2 under the 1940 Act were filed with the Trust’s report to the SEC on Form N-CSR and are available on the Securities and Exchange Commission’s web site at http://www.sec.gov.
 
 
59


 

Your Notes


 

Your Notes


 

Van Kampen Senior Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy
 
We are required by federal law to provide you with a copy of our privacy policy (“Policy”) annually.
 
This Policy applies to current and former individual clients of certain Van Kampen closed-end funds and related companies.
 
This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, 529 Educational Savings Accounts, accounts subject to the Uniform Gifts to Minors Act, or similar accounts. We may amend this Policy at any time, and will inform you of any changes to this Policy as required by law.
 
We Respect Your Privacy
 
We appreciate that you have provided us with your personal financial information and understand your concerns about safeguarding such information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what nonpublic personal information we collect about you, how we collect it, when we may share it with others, and how others may use it. It discusses the steps you may take to limit our sharing of information about you with affiliated Van Kampen companies (“affiliated companies”). It also discloses how you may limit our affiliates’ use of shared information for marketing purposes. Throughout this Policy, we refer to the nonpublic information that personally identifies you or your accounts as “personal information.”
 
1. What Personal Information Do We Collect About You?
 
To better serve you and manage our business, it is important that we collect and maintain accurate information about you. We obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our websites and from third parties and other sources. For example:
 
  •   We collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through application forms you submit to us.  
 
(continued on next page)
 


 


Van Kampen Senior Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
  •   We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.  
 
  •   We may obtain information about your creditworthiness and credit history from consumer reporting agencies.  
 
  •   We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.  
 
  •   If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer’s operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of “cookies.” “Cookies” recognize your computer each time you return to one of our sites, and help to improve our sites’ content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies.  
 
2. When Do We Disclose Personal Information We Collect About You?
 
To provide you with the products and services you request, to better serve you, to manage our business and as otherwise required or permitted by law, we may disclose personal information we collect about you to other affiliated companies and to nonaffiliated third parties.
 
a. Information We Disclose to Our Affiliated Companies.  In order to manage your account(s) effectively, including servicing and processing your transactions, to let you know about products and services offered by us and affiliated companies, to manage our business, and as otherwise required or permitted by law, we may disclose personal information about you to other affiliated companies. Offers for products and services from affiliated companies are developed under conditions designed to safeguard your personal information.
 
b. Information We Disclose to Third Parties.  We do not disclose personal information that we collect about you to nonaffiliated third parties except to enable them to provide marketing services on our behalf, to perform joint marketing agreements with other financial institutions, and as otherwise required or permitted by law. For example, some instances where we may disclose information about you to third
 
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Van Kampen Senior Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with a nonaffiliated third party, they are required to limit their use of personal information about you to the particular purpose for which it was shared and they are not allowed to share personal information about you with others except to fulfill that limited purpose or as may be required by law.
 
3. How Do We Protect The Security and Confidentiality Of Personal Information We Collect About You?
 
We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information about you, and we require them to adhere to confidentiality standards with respect to such information.
 
4. How Can You Limit Our Sharing Of Certain Personal Information About You With Our Affiliated Companies For Eligibility Determination?
 
We respect your privacy and offer you choices as to whether we share with our affiliated companies personal information that was collected to determine your eligibility for products and services such as credit reports and other information that you have provided to us or that we may obtain from third parties (“eligibility information”). Please note that, even if you direct us not to share certain eligibility information with our affiliated companies, we may still share your personal information, including eligibility information, with those companies under circumstances that are permitted under applicable law, such as to process transactions or to service your account. We may also share certain other types of personal information with affiliated companies—such as your name, address, telephone number, e-mail address and account number(s), and information about your transactions and experiences with us.
 
5. How Can You Limit the Use of Certain Personal Information About You by our Affiliated Companies for Marketing?
 
You may limit our affiliated companies from using certain personal information about you that we may share with them for marketing their products or services to you. This information includes our transactions and other experiences with you such as your
 
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Van Kampen Senior Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
assets and account history. Please note that, even if you choose to limit our affiliated companies from using certain personal information about you that we may share with them for marketing their products and services to you, we may still share such personal information about you with them, including our transactions and experiences with you, for other purposes as permitted under applicable law.
 
6. How Can You Send Us an Opt-Out Instruction?
 
If you wish to limit our sharing of certain personal information about you with our affiliated companies for “eligibility purposes” and for our affiliated companies’ use in marketing products and services to you as described in this notice, you may do so by:
 
  •   Calling us at (800) 341-2929
Monday-Friday between 9 a.m. and 6 p.m. (EST)
 
 
  •   Writing to us at the following address:
Van Kampen Closed-End Privacy Department
Harborside Financial Center, Plaza Two, 3rd Floor
Jersey City, NJ 07311
 
 
If you choose to write to us, your written request should include: your name, address, telephone number and account number(s) to which the opt-out applies and should not be sent with any other correspondence. In order to process your request, we require that the request be provided by you directly and not through a third party. Once you have informed us about your privacy preferences, your opt-out preference will remain in effect with respect to this Policy (as it may be amended) until you notify us otherwise. If you are a joint account owner, we will accept instructions from any one of you and apply those instructions to the entire account. Please allow approximately 30 days from our receipt of your opt-out for your instructions to become effective.
 
Please understand that if you opt-out, you and any joint account holders may not receive certain Van Kampen or our affiliated companies’ products and services that could help you manage your financial resources and achieve your investment objectives.
 
If you have more than one account with us or our affiliates, you may receive multiple privacy policies from us, and would need to follow the directions stated in each particular policy for each account you have with us.
 
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Van Kampen Senior Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
SPECIAL NOTICE TO RESIDENTS OF VERMONT
 
This section supplements our Policy with respect to our individual clients who have a Vermont address and supersedes anything to the contrary in the above Policy with respect to those clients only.
 
The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and nonaffiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information (“opt-in”).
 
If you wish to receive offers for investment products and services offered by or through other affiliated companies, please notify us in writing at the following address:
 
      Van Kampen Closed-End Privacy Department
Harborside Financial Center, Plaza Two, 3rd Floor
Jersey City, NJ 07311
 
 
Your authorization should include: your name, address, telephone number and account number(s) to which the opt-in applies and should not be sent with any other correspondence. In order to process your authorization, we require that the authorization be provided by you directly and not through a third-party.
 
 
Van Kampen Funds Inc.
522 Fifth Avenue
New York, New York 10036
www.vankampen.com
 
Copyright ©2009 Van Kampen Funds Inc.
All rights reserved. Member FINRA/SIPC
 
V VRANN 09/09
IU09-04011P-Y07/09
(VAN KAMPEN INVESTMENTS LOGO)
 


 

Item 2. Code of Ethics.
(a) The Trust has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Trust or a third party.
 
(b)   No information need be disclosed pursuant to this paragraph.
 
(c)   Due to personnel changes at the Adviser, the list of covered officers set forth in Exhibit B was amended in November 2008 and the general counsel’s designee set forth in Exhibit C was amended in April 2009. Both editions of Exhibit B and both editions of Exhibit C are attached.
 
(d)   Not applicable.
 
(e)   Not applicable.
 
(f)    
  (1)   The Trust’s Code of Ethics is attached hereto as Exhibit 12(1).
 
  (2)   Not applicable.
 
  (3)   Not applicable.
Item 3. Audit Committee Financial Expert.
The Trust’s Board of Trustees has determined that it has three “audit committee financial experts” serving on its audit committee, each of whom are “independent” Trustees: Rod Dammeyer, Jerry D. Choate and R. Craig Kennedy. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

 


 

Item 4. Principal Accountant Fees and Services.
(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:
2009
                 
    Registrant   Covered Entities(1)
Audit Fees
  $ 80,625       N/A  
 
               
Non-Audit Fees
               
Audit-Related Fees
  $ 18,300 (2)   $ 498,000 (3)
Tax Fees
  $ 3,720 (4)   $ 0  
All Other Fees
  $ 0     $ 5,000  
Total Non-Audit Fees
  $ 22,020     $ 503,000  
 
               
Total
  $ 102,645     $ 503,000  
2008
                 
    Registrant   Covered Entities(1)
Audit Fees
  $ 82,830       N/A  
 
               
Non-Audit Fees
               
Audit-Related Fees
  $ 17,850 (2)   $ 215,000 (3)
Tax Fees
  $ 3,250 (4)   $ 0  
All Other Fees
  $ 0     $ 0  
Total Non-Audit Fees
  $ 21,100     $ 215,000  
 
               
Total
  $ 103,930     $ 215,000  
 
N/A- Not applicable, as not required by Item 4.
 
(1)   Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant.
 
(2)   Audit-Related Fees represent agreed upon procedures, and letters provided to underwriters related to the offering and issuance of Preferred Shares by the Registrant.
 
(3)   Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities’ and funds advised by the Adviser or its affiliates, specifically attestation services provided in connection with a SAS 70 Report.
 
(4)   Tax Fees represent tax advice and compliance services provided in connection with the review of the Registrant’s tax.

 


 

(e)(1) The audit committee’s pre-approval policies and procedures are as follows:
JOINT AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
VAN KAMPEN FUNDS
AS ADOPTED JULY 23, 2003 AND AMENDED MAY 26, 20041
1. STATEMENT OF PRINCIPLES
     The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor’s independence from the Fund.2
     The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee’s administration of the engagement of the independent auditor. The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee (“specific pre-approval”). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.
     For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the Independent Auditors are best positioned to provide the most effective and efficient services, for reasons such as its familiarity with the Fund’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Fund’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative.
     The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine for each fiscal year, the appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services for the Fund (including any Audit-related or Tax service fees for Covered Entities that were subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval).
     The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval
 
1   This Joint Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the “Policy”), amended as of the date above, supercedes and replaces all prior versions that may have been amended from time to time.
 
2   Terms used in this Policy and not otherwise defined herein shall have the meanings as defined in the Joint Audit Committee Charter.

 


 

from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.
     The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the Independent Auditors to management.
     The Fund’s Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors’ independence.
2. Delegation
     As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
3. Audit Services
     The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund’s financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will monitor the Audit services engagement as necessary, but no less than on a quarterly basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.
     In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
     The Audit Committee has pre-approved the Audit services in Appendix B.1. All other Audit services not listed in Appendix B.1 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
4. Audit-related Services
     Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or, to the extent they are Covered Services, the Covered Entities’ financial statements, or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-SAR and/or N-CSR.

 


 

     The Audit Committee has pre-approved the Audit-related services in Appendix B.2. All other Audit-related services not listed in Appendix B.2 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
5. Tax Services
     The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the Independent Auditors may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those Tax services that have historically been provided by the Independent Auditors, that the Audit Committee has reviewed and believes would not impair the independence of the Independent Auditors, and that are consistent with the SEC’s rules on auditor independence. The Audit Committee will not permit the retention of the Independent Auditors in connection with a transaction initially recommended by the Independent Auditors, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with Director of Tax or outside counsel to determine that the tax planning and reporting positions are consistent with this policy.
     Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix B.3. All Tax services involving large and complex transactions not listed in Appendix B.3 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated), including tax services proposed to be provided by the Independent Auditors to any executive officer or trustee/director/managing general partner of the Fund, in his or her individual capacity, where such services are paid for by the Fund (generally applicable only to internally managed investment companies).
6. All Other Services
     The Audit Committee believes, based on the SEC’s rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.
     The Audit Committee has pre-approved the All Other services in Appendix B.4. Permissible All Other services not listed in Appendix B.4 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
     A list of the SEC’s prohibited non-audit services is attached to this policy as Appendix B.5. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions.
7. Pre-Approval Fee Levels or Budgeted Amounts
     Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total amount of fees for Audit, Audit-related, and Tax services for the Fund (including any Audit-related or Tax services fees for Covered Entities subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval).

 


 

8. Procedures
     All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund’s Chief Financial Officer and must include a detailed description of the services to be rendered. The Fund’s Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the Independent Auditors and the Fund’s Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.
     The Audit Committee has designated the Fund’s Chief Financial Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund’s Chief Financial Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. A sample report is included as Appendix B.7. Both the Fund’s Chief Financial Officer and management will immediately report to the chairman of the Audit Committee any breach of this Policy that comes to the attention of the Fund’s Chief Financial Officer or any member of management.
9. Additional Requirements
     The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with Independence Standards Board No. 1, and discussing with the Independent Auditors its methods and procedures for ensuring independence.
10. Covered Entities
     Covered Entities include the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the Fund’s investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund’s audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include:
         
 
    Van Kampen Investments Inc.
 
 
    Van Kampen Asset Management
 
 
    Van Kampen Advisors Inc.
 
 
    Van Kampen Funds Inc.
 
 
    Van Kampen Investor Services Inc.
 
 
    Morgan Stanley Investment Management Inc.
 
 
    Morgan Stanley Trust Company
 
 
    Morgan Stanley Investment Management Ltd.
 
 
    Morgan Stanley Investment Management Company
 
 
    Morgan Stanley Asset & Investment Trust Management Company Ltd.
(e)(2) Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services

 


 

are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee’s pre-approval policies and procedures (included herein).
(f) Not applicable.
(g) See table above.
(h) The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors’ independence in performing audit services.
Item 5. Audit Committee of Listed Registrants.
(a) The Trust has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act whose members are: R. Craig Kennedy, Jerry D. Choate, Rod Dammeyer.
(b) Not applicable.
Item 6. Schedule of Investments.
(a) Please refer to Item #1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Trust’s and its investment advisor’s Proxy Voting Policies and Procedures are as follows:
MORGAN STANLEY INVESTMENT MANAGEMENT
PROXY VOTING POLICY AND PROCEDURES
I. POLICY STATEMENT
Introduction — Morgan Stanley Investment Management’s (“MSIM”) policy and procedures for voting proxies (“Policy”) with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which an MSIM entity has authority to vote proxies. This Policy is reviewed and updated as necessary to address new and evolving proxy voting issues and standards.
The MSIM entities covered by this Policy currently include the following: Morgan Stanley Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan Stanley Investment Management Private Limited, Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an “MSIM Affiliate” and collectively referred to as the “MSIM Affiliates” or as “we” below).
Each MSIM Affiliate will use its best efforts to vote proxies as part of its authority to manage, acquire and dispose of account assets. With respect to the MSIM registered management investment companies (Van Kampen, Institutional and Advisor Funds—collectively referred to herein as the “MSIM Funds”), each MSIM Affiliate will vote proxies under this Policy pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors/Trustees of the MSIM Funds. An MSIM Affiliate will not vote proxies if the “named fiduciary” for an ERISA account has reserved the authority for itself, or in the case of an account not governed by ERISA, the investment management or investment advisory agreement does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will vote proxies

 


 

in a prudent and diligent manner and in the best interests of clients, including beneficiaries of and participants in a client’s benefit plan(s) for which the MSIM Affiliates manage assets, consistent with the objective of maximizing long-term investment returns (“Client Proxy Standard”). In certain situations, a client or its fiduciary may provide an MSIM Affiliate with a proxy voting policy. In these situations, the MSIM Affiliate will comply with the client’s policy.
Proxy Research Services — RiskMetrics Group ISS Governance Services (“ISS”) and Glass Lewis (together with other proxy research providers as we may retain from time to time, the “Research Providers”) are independent advisers that specialize in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided include in-depth research, global issuer analysis, and voting recommendations. While we may review and utilize the recommendations of the Research Providers in making proxy voting decisions, we are in no way obligated to follow such recommendations. In addition to research, ISS provides vote execution, reporting, and recordkeeping.
Voting Proxies for Certain Non-U.S. Companies — Voting proxies of companies located in some jurisdictions, particularly emerging markets, may involve several problems that can restrict or prevent the ability to vote such proxies or entail significant costs. These problems include, but are not limited to: (i) proxy statements and ballots being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuer’s jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person; (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; and (vi) requirements to provide local agents with power of attorney to facilitate our voting instructions. As a result, we vote clients’ non-U.S. proxies on a best efforts basis only, after weighing the costs and benefits of voting such proxies, consistent with the Client Proxy Standard. ISS has been retained to provide assistance in connection with voting non-U.S. proxies.
II. GENERAL PROXY VOTING GUIDELINES
To promote consistency in voting proxies on behalf of its clients, we follow this Policy (subject to any exception set forth herein), including the guidelines set forth below. These guidelines address a broad range of issues, and provide general voting parameters on proposals that arise most frequently. However, details of specific proposals vary, and those details affect particular voting decisions, as do factors specific to a given company. Pursuant to the procedures set forth herein, we may vote in a manner that is not in accordance with the following general guidelines, provided the vote is approved by the Proxy Review Committee (see Section III for description) and is consistent with the Client Proxy Standard. Morgan Stanley AIP GP LP will follow the procedures as described in Appendix A.
We endeavor to integrate governance and proxy voting policy with investment goals and to follow the Client Proxy Standard for each client. At times, this may result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which varied ownership interests in two companies involved in a merger result in different stakes in the outcome). We also may split votes at times based on differing views of portfolio managers, but such a split vote must be approved by the Proxy Review Committee.
We may abstain on matters for which disclosure is inadequate.
A. Routine Matters. We generally support routine management proposals. The following are examples of routine management proposals:
    Approval of financial statements and auditor reports.
 
    General updating/corrective amendments to the charter, articles of association or bylaws.
 
    Most proposals related to the conduct of the annual meeting, with the following exceptions. We generally oppose proposals that relate to “the transaction of such other business which may come before the meeting,” and open-ended requests for adjournment. However, where management specifically states the reason for requesting an adjournment and the requested

 


 

      adjournment would facilitate passage of a proposal that would otherwise be supported under this Policy (i.e. an uncontested corporate transaction), the adjournment request will be supported.
We generally support shareholder proposals advocating confidential voting procedures and independent tabulation of voting results.
B. Board of Directors
  1.   Election of directors: In the absence of a proxy contest, we generally support the board’s nominees for director except as follows:
  a.   We consider withholding support from or voting against interested directors if the company’s board does not meet market standards for director independence, or if otherwise we believe board independence is insufficient. We refer to prevalent market standards as promulgated by a stock exchange or other authority within a given market (e.g., New York Stock Exchange or Nasdaq rules for most U.S. companies, and The Combined Code on Corporate Governance in the United Kingdom). Thus, for an NYSE company with no controlling shareholder, we would expect that at a minimum a majority of directors should be independent as defined by NYSE. Where we view market standards as inadequate, we may withhold votes based on stronger independence standards. Market standards notwithstanding, we generally do not view long board tenure alone as a basis to classify a director as non-independent, although lack of board turnover and fresh perspective can be a negative factor in voting on directors.
  i.   At a company with a shareholder or group that controls the company by virtue of a majority economic interest in the company, we have a reduced expectation for board independence, although we believe the presence of independent directors can be helpful, particularly in staffing the audit committee, and at times we may withhold support from or vote against a nominee on the view the board or its committees are not sufficiently independent.
 
  ii.   We consider withholding support from or voting against a nominee if he or she is affiliated with a major shareholder that has representation on a board disproportionate to its economic interest.
  b.   Depending on market standards, we consider withholding support from or voting against a nominee who is interested and who is standing for election as a member of the company’s compensation, nominating or audit committee.
 
  c.   We consider withholding support from or voting against a nominee if we believe a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care and/or loyalty. We may oppose directors where we conclude that actions of directors are unlawful, unethical or negligent. We consider opposing individual board members or an entire slate if we believe the board is entrenched and/or dealing inadequately with performance problems, and/or acting with insufficient independence between the board and management.
 
  d.   We consider withholding support from or voting against a nominee standing for election if the board has not taken action to implement generally accepted governance practices for which there is a “bright line” test. For example, in the context of the U.S. market, failure to eliminate a dead hand or slow hand poison pills would be seen as a basis for opposing one or more incumbent nominees.

 


 

  e.   In markets that encourage designated audit committee financial experts, we consider voting against members of an audit committee if no members are designated as such.
 
  f.   We consider withholding support from or voting against a nominee who has failed to attend at least 75% of board meetings within a given year without a reasonable excuse.
 
  g.   We consider withholding support from or voting against a nominee who serves on the board of directors of more than six companies (excluding investment companies). We also consider voting against a director who otherwise appears to have too many commitments to serve adequately on the board of the company.
  2.   Board independence: We generally support U.S. shareholder proposals requiring that a certain percentage (up to 662/3%) of the company’s board members be independent directors, and promoting all-independent audit, compensation and nominating/governance committees.
 
  3.   Board diversity: We consider on a case-by-case basis shareholder proposals urging diversity of board membership with respect to social, religious or ethnic group.
 
  4.   Majority voting: We generally support proposals requesting or requiring majority voting policies in election of directors, so long as there is a carve-out for plurality voting in the case of contested elections.
 
  5.   Proxy access: We consider on a case-by-case basis shareholder proposals to provide procedures for inclusion of shareholder nominees in company proxy statements.
 
  6.   Proposals to elect all directors annually: We generally support proposals to elect all directors annually at public companies (to “declassify” the Board of Directors) where such action is supported by the board, and otherwise consider the issue on a case-by-case basis based in part on overall takeover defenses at a company.
 
  7.   Cumulative voting: We generally support proposals to eliminate cumulative voting in the U.S. market context. (Cumulative voting provides that shareholders may concentrate their votes for one or a handful of candidates, a system that can enable a minority bloc to place representation on a board). U.S. proposals to establish cumulative voting in the election of directors generally will not be supported.
 
  8.   Separation of Chairman and CEO positions: We vote on shareholder proposals to separate the Chairman and CEO positions and/or to appoint a non-executive Chairman based in part on prevailing practice in particular markets, since the context for such a practice varies. In many non-U.S. markets, we view separation of the roles as a market standard practice, and support division of the roles in that context.
 
  9.   Director retirement age and term limits: Proposals recommending set director retirement ages or director term limits are voted on a case-by-case basis.
 
  10.   Proposals to limit directors’ liability and/or broaden indemnification of directors. Generally, we will support such proposals provided that the officers and directors are eligible for indemnification and liability protection if they have acted in good faith on company business and were found innocent of any civil or criminal charges for duties performed on behalf of the company.
C. Corporate transactions and proxy fights. We examine proposals relating to mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) on a case-by-case basis. However, proposals for mergers or other significant transactions that are friendly and approved by the Research Providers generally will be supported and in those instances will not need to be reviewed by the Proxy Review

 


 

Committee, where there is no portfolio manager objection and where there is no material conflict of interest. We also analyze proxy contests on a case-by-case basis.
D. Changes in capital structure.
  1.   We generally support the following:
    Management and shareholder proposals aimed at eliminating unequal voting rights, assuming fair economic treatment of classes of shares we hold.
 
    Management proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if: (i) a clear business purpose is stated that we can support and the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and/or (ii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the total new authorization will be outstanding.
 
    Management proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital, unless we have concerns about use of the authority for anti-takeover purposes.
 
    Management proposals to authorize share repurchase plans, except in some cases in which we believe there are insufficient protections against use of an authorization for anti-takeover purposes.
 
    Management proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock.
 
    Management proposals to effect stock splits.
 
    Management proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter. Reverse stock splits that do not adjust proportionately to the authorized share amount generally will be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases.
 
    Management proposals for higher dividend payouts.
  2.   We generally oppose the following (notwithstanding management support):
    Proposals to add classes of stock that would substantially dilute the voting interests of existing shareholders.
 
    Proposals to increase the authorized or issued number of shares of existing classes of stock that are unreasonably dilutive, particularly if there are no preemptive rights for existing shareholders.
 
    Proposals that authorize share issuance at a discount to market rates, except where authority for such issuance is de minimis, or if there is a special situation that we believe justifies such authorization (as may be the case, for example, at a company under severe stress and risk of bankruptcy).
 
    Proposals relating to changes in capitalization by 100% or more.
We consider on a case-by-case basis shareholder proposals to increase dividend payout ratios, in light of market practice and perceived market weaknesses, as well as individual company payout history and current circumstances. For example, currently we perceive low payouts to shareholders as a

 


 

concern at some Japanese companies, but may deem a low payout ratio as appropriate for a growth company making good use of its cash, notwithstanding the broader market concern.
E. Takeover Defenses and Shareholder Rights
  1.   Shareholder rights plans: We generally support proposals to require shareholder approval or ratification of shareholder rights plans (poison pills). In voting on rights plans or similar takeover defenses, we consider on a case-by-case basis whether the company has demonstrated a need for the defense in the context of promoting long-term share value; whether provisions of the defense are in line with generally accepted governance principles; and the specific context if the proposal is made in the midst of a takeover bid or contest for control.
 
  2.   Supermajority voting requirements: We generally oppose requirements for supermajority votes to amend the charter or bylaws, unless the provisions protect minority shareholders where there is a large shareholder. In line with this view, in the absence of a large shareholder we support reasonable shareholder proposals to limit such supermajority voting requirements.
 
  3.   Shareholder rights to call meetings: We consider proposals to enhance shareholder rights to call meetings on a case-by-case basis.
 
  4.   Reincorporation: We consider management and shareholder proposals to reincorporate to a different jurisdiction on a case-by-case basis. We oppose such proposals if we believe the main purpose is to take advantage of laws or judicial precedents that reduce shareholder rights.
 
  5.   Anti-greenmail provisions: Proposals relating to the adoption of anti-greenmail provisions will be supported, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders.
 
  6.   Bundled proposals: We may consider opposing or abstaining on proposals if disparate issues are “bundled” and presented for a single vote.
F. Auditors. We generally support management proposals for selection or ratification of independent auditors. However, we may consider opposing such proposals with reference to incumbent audit firms if the company has suffered from serious accounting irregularities and we believe rotation of the audit firm is appropriate, or if fees paid to the auditor for non-audit-related services are excessive. Generally, to determine if non-audit fees are excessive, a 50% test will be applied (i.e., non-audit-related fees should be less than 50% of the total fees paid to the auditor). We generally vote against proposals to indemnify auditors.
G. Executive and Director Remuneration.
  1.   We generally support the following proposals:
    Proposals for employee equity compensation plans and other employee ownership plans, provided that our research does not indicate that approval of the plan would be against shareholder interest. Such approval may be against shareholder interest if it authorizes excessive dilution and shareholder cost, particularly in the context of high usage (“run rate”) of equity compensation in the recent past; or if there are objectionable plan design and provisions.

 


 

    Proposals relating to fees to outside directors, provided the amounts are not excessive relative to other companies in the country or industry, and provided that the structure is appropriate within the market context. While stock-based compensation to outside directors is positive if moderate and appropriately structured, we are wary of significant stock option awards or other performance-based awards for outside directors, as well as provisions that could result in significant forfeiture of value on a director’s decision to resign from a board (such forfeiture can undercut director independence).
 
    Proposals for employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad-based employee plan, including all non-executive employees.
 
    Proposals for the establishment of employee retirement and severance plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.
  2.   Shareholder proposals requiring shareholder approval of all severance agreements will not be supported, but proposals that require shareholder approval for agreements in excess of three times the annual compensation (salary and bonus) generally will be supported. We generally oppose shareholder proposals that would establish arbitrary caps on pay. We consider on a case-by-case basis shareholder proposals that seek to limit Supplemental Executive Retirement Plans (SERPs), but support such proposals where we consider SERPs to be excessive.
 
  3.   Shareholder proposals advocating stronger and/or particular pay-for-performance models will be evaluated on a case-by-case basis, with consideration of the merits of the individual proposal within the context of the particular company and its labor markets, and the company’s current and past practices. While we generally support emphasis on long-term components of senior executive pay and strong linkage of pay to performance, we consider whether a proposal may be overly prescriptive, and the impact of the proposal, if implemented as written, on recruitment and retention.
 
  4.   We consider shareholder proposals for U.K.-style advisory votes on pay on a case-by-case basis.
 
  5.   We generally support proposals advocating reasonable senior executive and director stock ownership guidelines and holding requirements for shares gained in option exercises.
 
  6.   Management proposals effectively to re-price stock options are considered on a case-by-case basis. Considerations include the company’s reasons and justifications for a re-pricing, the company’s competitive position, whether senior executives and outside directors are excluded, potential cost to shareholders, whether the re-pricing or share exchange is on a value-for-value basis, and whether vesting requirements are extended.
H. Social, Political and Environmental Issues. We consider proposals relating to social, political and environmental issues on a case-by-case basis to determine whether they will have a financial impact on shareholder value. However, we generally vote against proposals requesting reports that are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. We may abstain from voting on proposals that do not have a readily

 


 

determinable financial impact on shareholder value. We generally oppose proposals requiring adherence to workplace standards that are not required or customary in market(s) to which the proposals relate.
I. Fund of Funds. Certain Funds advised by an MSIM Affiliate invest only in other MSIM Funds. If an underlying fund has a shareholder meeting, in order to avoid any potential conflict of interest, such proposals will be voted in the same proportion as the votes of the other shareholders of the underlying fund, unless otherwise determined by the Proxy Review Committee.
III. ADMINISTRATION OF POLICY
The MSIM Proxy Review Committee (the “Committee”) has overall responsibility for creating and implementing the Policy, working with an MSIM staff group (the “Corporate Governance Team”). The Committee, which is appointed by MSIM’s Chief Investment Officer of Global Equities (“CIO”), consists of senior investment professionals who represent the different investment disciplines and geographic locations of the firm. Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, although the Committee has final authority over proxy votes.
The Committee Chairperson is the head of the Corporate Governance Team, and is responsible for identifying issues that require Committee deliberation or ratification. The Corporate Governance Team, working with advice of investment teams and the Committee, is responsible for voting on routine items and on matters that can be addressed in line with these Policy guidelines. The Corporate Governance Team has responsibility for voting case-by-case where guidelines and precedent provide adequate guidance, and to refer other case-by-case decisions to the Proxy Review Committee.
The Committee will periodically review and have the authority to amend, as necessary, the Policy and establish and direct voting positions consistent with the Client Proxy Standard.
A. Committee Procedures
The Committee will meet at least monthly to (among other matters) address any outstanding issues relating to the Policy or its implementation. The Corporate Governance Team will timely communicate to ISS MSIM’s Policy (and any amendments and/or any additional guidelines or procedures the Committee may adopt).
The Committee will meet on an ad hoc basis to (among other matters): (1) authorize “split voting” (i.e., allowing certain shares of the same issuer that are the subject of the same proxy solicitation and held by one or more MSIM portfolios to be voted differently than other shares) and/or “override voting” (i.e., voting all MSIM portfolio shares in a manner contrary to the Policy); (2) review and approve upcoming votes, as appropriate, for matters for which specific direction has been provided in this Policy; and (3) determine how to vote matters for which specific direction has not been provided in this Policy.
Members of the Committee may take into account Research Providers’ recommendations and research as well as any other relevant information they may request or receive, including portfolio manager and/or analyst research, as applicable. Generally, proxies related to securities held in accounts that are managed pursuant to quantitative, index or index-like strategies (“Index Strategies”) will be voted in the same manner as those held in actively managed accounts, unless economic interests of the accounts differ. Because accounts managed using Index Strategies are passively managed accounts, research from portfolio managers and/or analysts related to securities held in these accounts may not be available. If the affected securities are held only in accounts that are managed pursuant to Index Strategies, and the proxy relates to a matter that is not described in this Policy, the Committee will consider all available information from the Research Providers, and to the extent that the holdings are significant, from the portfolio managers and/or analysts.
B. Material Conflicts of Interest

 


 

In addition to the procedures discussed above, if the Committee determines that an issue raises a material conflict of interest, the Committee will request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question (“Special Committee”).
The Special Committee shall be comprised of the Chairperson of the Proxy Review Committee, the Chief Compliance Officer or his/her designee, a senior portfolio manager (if practicable, one who is a member of the Proxy Review Committee) designated by the Proxy Review Committee, and MSIM’s relevant Chief Investment Officer or his/her designee, and any other persons deemed necessary by the Chairperson. The Special Committee may request the assistance of MSIM’s General Counsel or his/her designee who will have sole discretion to cast a vote. In addition to the research provided by Research Providers, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate.
C. Identification of Material Conflicts of Interest
A potential material conflict of interest could exist in the following situations, among others:
  1.   The issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and the vote is on a material matter affecting the issuer.
 
  2.   The proxy relates to Morgan Stanley common stock or any other security issued by Morgan Stanley or its affiliates except if echo voting is used, as with MSIM Funds, as described herein.
 
  3.   Morgan Stanley has a material pecuniary interest in the matter submitted for a vote (e.g., acting as a financial advisor to a party to a merger or acquisition for which Morgan Stanley will be paid a success fee if completed).
If the Chairperson of the Committee determines that an issue raises a potential material conflict of interest, depending on the facts and circumstances, the Chairperson will address the issue as follows:
  1.   If the matter relates to a topic that is discussed in this Policy, the proposal will be voted as per the Policy.
 
  2.   If the matter is not discussed in this Policy or the Policy indicates that the issue is to be decided case-by-case, the proposal will be voted in a manner consistent with the Research Providers, provided that all the Research Providers have the same recommendation, no portfolio manager objects to that vote, and the vote is consistent with MSIM’s Client Proxy Standard.
 
  3.   If the Research Providers’ recommendations differ, the Chairperson will refer the matter to the Committee to vote on the proposal. If the Committee determines that an issue raises a material conflict of interest, the Committee will request a Special Committee to review and recommend a course of action, as described above. Notwithstanding the above, the Chairperson of the Committee may request a Special Committee to review a matter at any time as he/she deems necessary to resolve a conflict.
D. Proxy Voting Reporting
The Committee and the Special Committee, or their designee(s), will document in writing all of their decisions and actions, which documentation will be maintained by the Committee and the Special Committee, or their designee(s), for a period of at least 6 years. To the extent these decisions relate to a security held by an MSIM Fund, the Committee and Special Committee, or their designee(s), will report their decisions to each applicable Board of Trustees/Directors of those Funds at each Board’s next regularly scheduled Board meeting. The report will contain information concerning decisions made by the Committee and Special Committee during the most recently ended calendar quarter immediately preceding the Board meeting.

 


 

The Corporate Governance Team will timely communicate to applicable portfolio managers and to ISS, decisions of the Committee and Special Committee so that, among other things, ISS will vote proxies consistent with their decisions.
MSIM will promptly provide a copy of this Policy to any client requesting it. MSIM will also, upon client request, promptly provide a report indicating how each proxy was voted with respect to securities held in that client’s account.
MSIM’s Legal Department is responsible for filing an annual Form N-PX on behalf of each MSIM Fund for which such filing is required, indicating how all proxies were voted with respect to such Fund’s holdings.
APPENDIX A
The following procedures apply to accounts managed by Morgan Stanley AIP GP LP (“AIP”).
Generally, AIP will follow the guidelines set forth in Section II of MSIM’s Proxy Voting Policy and Procedures. To the extent that such guidelines do not provide specific direction, or AIP determines that consistent with the Client Proxy Standard, the guidelines should not be followed, the Proxy Review Committee has delegated the voting authority to vote securities held by accounts managed by AIP to the Liquid Markets investment team and the Private Markets investment team of AIP. A summary of decisions made by the investment teams will be made available to the Proxy Review Committee for its information at the next scheduled meeting of the Proxy Review Committee.
In certain cases, AIP may determine to abstain from determining (or recommending) how a proxy should be voted (and therefore abstain from voting such proxy or recommending how such proxy should be voted), such as where the expected cost of giving due consideration to the proxy does not justify the potential benefits to the affected account(s) that might result from adopting or rejecting (as the case may be) the measure in question.
Waiver of Voting Rights
For regulatory reasons, AIP may either 1) invest in a class of securities of an underlying fund (the “Fund”) that does not provide for voting rights; or 2) waive 100% of its voting rights with respect to the following:
  1.   Any rights with respect to the removal or replacement of a director, general partner, managing member or other person acting in a similar capacity for or on behalf of the Fund (each individually a “Designated Person,” and collectively, the “Designated Persons”), which may include, but are not limited to, voting on the election or removal of a Designated Person in the event of such Designated Person’s death, disability, insolvency, bankruptcy, incapacity, or other event requiring a vote of interest holders of the Fund to remove or replace a Designated Person; and
 
  2.   Any rights in connection with a determination to renew, dissolve, liquidate, or otherwise terminate or continue the Fund, which may include, but are not limited to, voting on the renewal, dissolution, liquidation, termination or continuance of the Fund upon the occurrence of an event described in the Fund’s organizational documents; provided, however, that, if the Fund’s organizational documents require the consent of the Fund’s general partner or manager, as the case may be, for any such termination or continuation of the Fund to be effective, then AIP may exercise its voting rights with respect to such matter.
APPENDIX B

 


 

The following procedures apply to the portion of the Van Kampen Dynamic Credit Opportunities Fund (“VK Fund”) sub advised by Avenue Europe International Management, L.P. (“Avenue”). (The portion of the VK Fund managed solely by Van Kampen Asset Management will continue to be subject to MSIM’s Policy.)
  1.   Generally: With respect to Avenue’s portion of the VK Fund, the Board of Trustees of the VK Fund will retain sole authority and responsibility for proxy voting. The Adviser’s involvement in the voting process of Avenue’s portion of the VK Fund is a purely administrative function, and serves to execute and deliver the proxy voting decisions made by the VK Fund Board in connection with the Avenue portion of the VK Fund, which may, from time to time, include related administrative tasks such as receiving proxies, following up on missing proxies, and collecting data related to proxies. As such, the Adviser shall not be deemed to have voting power or shared voting power with Avenue with respect to Avenue’s portion of the Fund.
 
  2.   Voting Guidelines: All proxies, with respect to Avenue’s portion of the VK Fund, will be considered by the VK Fund Board or such subcommittee as the VK Fund Board may designate from time to time for determination and voting approval. The VK Board or its subcommittee will timely communicate to MSIM’s Corporate Governance Group its proxy voting decisions, so that among other things the votes will be effected consistent with the VK Board’s authority.
      Administration: The VK Board or its subcommittee will meet on an adhoc basis as may be required from time to time to review proxies that require its review and determination. The VK Board or its subcommittee will document in writing all of its decisions and actions which will be maintained by the VK Fund, or its designee(s), for a period of at least 6 years. If a subcommittee is designated, a summary of decisions made by such subcommittee will be made available to the full VK Board for its information at its next scheduled respective meetings.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
PORTFOLIO MANAGEMENT. As of the date of this report, the Trust is managed by members of the Adviser’s Senior Loan Group, which currently includes Gerard Fogarty, a Vice President of the Adviser, Jeffrey Scott, a Vice President of the Adviser and Philip Yarrow, an Executive Director of the Adviser. All team members are primarily responsible for the day-to-day management of the Trust.
Mr. Fogarty joined the Adviser in 2007 and began managing the Trust in July 2008. From 2003 to 2007 and prior to joining the Adviser, Mr. Fogarty was employed by JP Morgan and held a number of positions including Director in the financial institutions group, and most recently as a Credit Executive in the commercial real estate group. Mr. Scott joined the Adviser in 2005 and began managing the Trust in July 2008. Prior to joining the Adviser, Mr. Scott was employed by State Farm Insurance Companies where he served as an Assistant Vice President in the Mutual Trust Group responsible for product development and strategy as well as a Regional Vice President for Sales for the Financial Services Division. Mr. Yarrow joined the Adviser in 2005 and began managing the Trust in July 2008. Prior to joining the Adviser in 2005, Mr. Yarrow was a credit analyst and a portfolio manager at Bank One/JPMorgan.
The composition of the team may change from time to time.
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS
As of July 31, 2009, Phillip Yarrow managed four registered investment companies with a total of approximately $2.9 billion in assets; no pooled investment vehicles other than registered investment companies; and no other accounts.
As of July 31, 2009, Gerard Fogarty managed three registered investment companies with a total of approximately $2.9 billion in assets; no pooled investment vehicles other than registered investment companies; and no other accounts.

 


 

As of July 31, 2009, Jeffrey Scott managed three registered investment companies with a total of approximately $2.9 billion in assets; no pooled investment vehicles other than registered investment companies; and no other accounts.
Because the portfolio managers manages assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Adviser may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio manager may have an incentive to favor the higher and/or performance-based fee accounts over the Fund. In addition, a conflict of interest could exist to the extent the Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Adviser’s employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Adviser manages accounts that engage in short sales of securities of the type in which the Fund invests, the Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaged in short sales if the short sales cause the market value of the securities to fall. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.
PORTFOLIO MANAGERS COMPENSATION STRUCTURE
Portfolio managers receive a combination of base compensation and discretionary compensation, comprised of a cash bonus and several deferred compensation programs described below. The methodology used to determine portfolio manager compensation is applied across all accounts managed by the portfolio manager.
BASE SALARY COMPENSATION. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.
DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio managers may receive discretionary compensation.
Discretionary compensation can include:
- Cash Bonus;
- Morgan Stanley’s Long-Term Incentive Compensation Program awards — a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock that are subject to vesting and other conditions;
- Investment Management Alignment Plan (IMAP) awards — a mandatory program that defers a portion of discretionary year-end compensation and notionally invests it in designated funds advised by the Adviser or its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of the IMAP deferral into a combination of the designated open-end funds they manage that are included in the IMAP Fund menu;
- Voluntary Deferred Compensation Plans — voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and directly or notionally invest the deferred amount: (1) across a range of designated investment funds, including funds advised by the Adviser or its affiliates; and/or (2) in Morgan Stanley stock units.
Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:
- Investment performance. A portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- and five-year periods measured against an appropriate securities market index (or indices) for the funds/accounts managed by the portfolio manager. Other funds/accounts managed by the same portfolio manager may be measured against this same index and same rankings or ratings, if appropriate, or against other indices and other rankings or ratings that are deemed more appropriate given the size and/or style of such funds/accounts as set forth in such funds’/accounts’ disclosure materials and guidelines. The assets managed by the portfolio manager in funds, pooled investment vehicles and other accounts are described in “Other Accounts Managed by the Portfolio Manager” above. Generally, the greatest weight is placed on the three- and five-year periods.
- Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.

 


 

- Contribution to the business objectives of the Adviser.
- The dollar amount of assets managed by the portfolio manager.
- Market compensation survey research by independent third parties.
- Other qualitative factors, such as contributions to client objectives.
- Performance of Morgan Stanley and Morgan Stanley Investment Management Inc., and the overall performance of the investment team(s) of which the portfolio manager is a member.
SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS
As of July 31, 2009, the portfolio managers did not own any shares of the Fund.
Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not Applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 11. Controls and Procedures
(a) The Trust’s principal executive officer and principal financial officer have concluded that the Trust’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(1) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.
(2)(a) A certification for the Principal Executive Officer of the registrant is attached hereto as part of EX-99.CERT.
(2)(b) A certification for the Principal Financial Officer of the registrant is attached hereto as part of EX-99.CERT.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Van Kampen Senior Income Trust
         
  By:     /s/ Edward C. Wood III    
  Name:   Edward C. Wood III   
  Title:   Principal Executive Officer    
  Date:   September 17, 2009    
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
  By:     /s/ Edward C. Wood III    
  Name:   Edward C. Wood III   
  Title:   Principal Executive Officer    
  Date:   September 17, 2009    
         
  By:     /s/ Stuart N. Schuldt    
  Name:   Stuart N. Schuldt   
  Title:   Principal Financial Officer    
  Date:   September 17, 2009