SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Revised Materials
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 140.12a-12 14a-12
VAN KAMPEN SENIOR LOAN FUND
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
Q & A for Van Kampen Senior Loan Fund
** Internal Use Only **
Q1. WHAT IS THE PURPOSE OF THIS PROXY?
A1. The purpose of this proxy statement is to elect new nominees to the Board of
Trustees and to seek approval of shareholders to amend two fundamental policies
of the Fund. The amendments to the Fund's fundamental policies that you are
being asked to approve are to allow the Fund to:
(a) use financial leverage to the maximum extent allowable under the
Investment Company Act of 1940, as amended;
(b) offer to repurchase its shares on a monthly basis.
Q2. WHY ARE YOU PROPOSING THE ELECTION OF 5 NEW TRUSTEES?
A2. The five new nominees for Trustees proposed for the fund reflect an effort
to combine the Trustees of the Fund with the Trustees/Directors of boards of
other Van Kampen funds managed by the adviser. The incumbent Trustees (and the
nominees) believe that the addition of the five new Trustees will create
efficiencies and improve the effectiveness of the Trustees' oversight of the
Fund, as well as other Van Kampen funds, and the funds' management.
Q3. WHAT IS FINANCIAL LEVERAGING FOR INVESTMENT PURPOSES?
A3. Funds leverage their portfolio by borrowing money. The Fund seeks to use
financial leverage for investment purposes to benefit the Fund's Common Shares.
Generally speaking, if a Fund can borrow money and then invest the borrowed
money in portfolio securities that have higher rates of return than the costs of
borrowing and other expenses of the Fund, then the holders of Common Shares
would have a net benefit.
Q4. WHAT IS THE FUND'S CURRENT LEVERAGING POLICY?
A4. The Fund presently has the ability to borrow but only to finance the
repurchases of Common Shares; not for purchasing additional portfolio
securities.
Q5. WHAT IS THE FUND'S PROPOSED LEVERAGING POLICY?
A5. The fund would like to utilize financial leverage for investment purposes --
to use the financial leverage to purchase additional portfolio assets consistent
with the Fund's investment objective.
Q6. ARE THERE RISKS ASSOCIATED WITH FINANCIAL LEVERAGING?
A6. Leveraging a fund's portfolio has risks including, that the costs of the
financial leverage exceed the income from investments made with such leverage,
the higher volatility of the net
FOR VAN KAMPEN INTERNAL USE ONLY
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asset value of the Common Shares, and that fluctuations in the interest rates on
the borrowing or dividend rates on preferred shares may affect the yield and
distributions to the Common Shareholders.
Q7. HOW WILL THE REPURCHASE PROCESS CHANGE IF THE PROPOSAL FOR MONTHLY
REPURCHASE OFFERS IS APPROVED?
A7. The repurchase offers become monthly rather than quarterly. In addition, the
Fund would provide notification of an upcoming repurchase offer no less than
seven and no more than fourteen calendars days in advance of the repurchase
request deadline. Under the current quarterly repurchase offer policy,
notification is given no less than twenty-one and no more than forty-two
calendar days in advance of the repurchase deadline.
Q8. WILL THE AMOUNT OF THE REPURCHASE OFFER IF CHANGE REPURCHASE OFFERS ARE
CONDUCTED MONTHLY?
A8. Presently, the Fund anticipates that quarterly repurchase offers will be for
up to 15% of shares outstanding. The Fund anticipates that monthly repurchase
offers would be for up to 5% of shares outstanding.
Q9. WILL THE FUND'S COSTS INCREASE IF MONTHLY REPURCHASE OFFERS ARE APPROVED?
A9. There are increased costs of monthly versus quarterly repurchases, primarily
due to increased printing and mailing costs and transaction expenses. Currently
there are voluntary expense waivers and reimbursements in place by the Adviser
so that shareholders would not have any increase in costs while such waivers and
reimbursements remain in place. Because these waivers and reimbursements by the
Adviser are voluntary, they may be discontinued at any time.
Q10. WHAT WILL HAPPEN IF THE SEC DOES NOT GRANT EXEMPTIVE RELIEF FOR MONTHLY
REPURCHASE OFFERS?
A10. The Fund will continue with quarterly repurchase offers.
Q11. WILL THE MONTHLY REPURCHASE OFFERS BE AT THE SAME TIME EVERY MONTH OR COULD
IT VARY?
A11. Pursuant to the Fund's policy, the repurchase offers will continue to be
the third Friday of the month (or the preceding business day if such third
Friday is not a business day). If approved, notification of an upcoming
repurchase offer will be sent no less than seven and no more than fourteen
calendar days in advance of the repurchase request deadline.
Q12. WILL THE DATES OF THE REPURCHASE OFFERS BE PRE-DETERMINED, AND IF SO, HOW
FAR IN ADVANCE?
A12. If the proposal is approved and exemptive relief is granted by the SEC, the
repurchase offers will continue to be the third Friday of the month (or the
proceeding business day of such third Friday is not a business day).
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Q13. IF THE FUND'S COSTS INCREASE, DO YOU EXPECT IT TO HAVE A SUBSTANTIAL IMPACT
ON THE NAV OR DIVIDEND?
A13. See 9 above.
Q14. IN THE SENIOR LOAN FUND INDUSTRY, ARE MONTHLY OR QUARTERLY REPURCHASE
OFFERS MORE COMMON?
A14. Quarterly repurchase offers are more common.
Q15. WILL A REPURCHASE OFFER DOCUMENT STILL BE REQUIRED FOR MONTHLY REPURCHASE
OFFERS?
A15. Yes. See A11 above.
Q16. HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?
A16. After careful consideration, the Board of Trustees recommends that you vote
"FOR ALL" of the nominees and "FOR" the proposals amending two of the Fund's
fundamental policies.
Q17. HOW CAN I VOTE?
(a) To vote by mail: Simply complete the proxy voting card and mail it
back to the Proxy Tabulator address included on the envelope in their proxy
mailing.
(b) To vote via the telephone: They should call the 800 number that is
located on their proxy card and follow the instructions provided.
(c) To vote via the internet: They should visit www.proxyweb.com, enter
their control number, and vote per the instructions provided.
The required control number for telephone or internet voting is on the proxy
card. If you choose to cast your vote via the internet or by telephone, there is
no need to mail the card.
Whichever method you choose, please take the time to read the entire proxy
statement before you vote.
Q18. WHO IS PAYING FOR EXPENSES RELATED TO THE SHAREHOLDERS' MEETING?
A18. The Fund will bear the costs relating to the proxy statement preparation,
printing, mailing and solicitation and the shareholder meeting; however, because
of the current voluntary for waivers or reimbursements in place by the Fund's
adviser, neither the Fund nor its shareholders would bear any costs related to
the meeting while such waivers or reimbursements remain in place. The waivers or
reimbursement can be terminated by the Fund's adviser at any time.
Q19. WHEN WILL THE RESULTS OF THE PROXY BE AVAILABLE?
A19. The special shareholder meeting is scheduled for June 23, 2006 at 9:00 a.m.
Results of the meeting are expected to be available shortly after the meeting or
any adjournment thereof.
FOR VAN KAMPEN INTERNAL USE ONLY
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