Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
April 27, 2006
Mr. Larry Greene
Securities and Exchange Commission
Office of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Van Kampen Senior Loan Fund
Preliminary Proxy Statement
(File Nos. 333- 121061 and 811- 05845)
Dear Mr. Greene:
Thank you for your telephonic comments regarding the
Preliminary Proxy Statement (the "Proxy Statement") filed on behalf of the Van
Kampen Senior Loan Fund (the "Fund") which was filed with the Securities and
Exchange Commission (the "Commission") on April 13, 2006 pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
the General Rules and Regulations of the Commission promulgated under the 1934
Act (the "General Rules and Regulations"). On behalf of the Fund, we have
summarized your comments to the best of our understanding, below which we have
provided our response to those comments. Where changes were necessary in
response to your comments, they are reflected in the Fund's Definitive Proxy
Statement (the "Definitive Proxy Statement"), which will be filed pursuant to
the General Rules and Regulations via EDGAR on or about April 27, 2006.
COMMENT 1 ON THE PAGE FOLLOWING THE "NOTICE OF SPECIAL MEETING" AND ON
THE PROXY CARD, PLEASE ENSURE THAT TEXT WHICH IS PURPORTED TO
HAVE MORE PROMINENCE THAN OTHER TEXT IS NOT MADE SO BY USING
ALL CAPITAL LETTERS.
Response 1 The current text in the two specific locations noted are
made prominent using bold font, and not all capital letters.
COMMENT 2 IN ITEMS 2(a) AND (b) IN THE "QUESTION AND ANSWER --
IMPORTANT NOTICE OF SPECIAL MEETING -- ABOUT THE PROXY CARD"
AND IN THE 'FORM OF' PROXY CARD, PLEASE GIVE MORE DETAIL ABOUT
THE PROPOSALS.
Response 2 The Fund has added requested disclosure.
COMMENT 3 IN THE PROXY STATEMENT, PLEASE INCLUDE THE VOTE REQUIREMENT
FOR PROPOSAL 1.
Response 3 The requested disclosure is in the section of the Proxy
Statement entitled, "Proposal 1: Election of Trustees --
Shareholder Approval." Thus, the Fund does not believe that
additional disclosure is necessary.
COMMENT 4 IN THE PROXY STATEMENT, IN THE FIFTH PARAGRAPH IN THE SECTION
ENTITLED "PROPOSAL 1: ELECTION OF TRUSTEES -- BOARD COMMITTEES
AND MEETINGS," PLEASE STATE WHETHER THE NOMINEES FOR TRUSTEE
WHO ARE EXPECTED TO JOIN THE GOVERNANCE COMMITTEE IF NOMINATED
TO THE BOARD OF TRUSTEES ARE INDEPENDENT TRUSTEES.
Response 4 The Fund has added the requested disclosure.
COMMENT 5 IN THE PROXY STATEMENT, IN THE SECTION ENTITLED "PROPOSAL 2:
AMEND THE FUND'S FUNDAMENTAL POLICIES -- (a) TO ALLOW THE FUND
TO UTILIZE FINANCIAL LEVERAGE TO THE MAXIMUM EXTENT ALLOWABLE
UNDER THE 1940 ACT," ADD DISCLOSURE, IF APPLICABLE:
(i) THAT THE FUND'S INVESTMENT ADVISER, ADMINISTRATOR AND OTHER
SERVICE PROVIDERS WILL ACCRUE MORE FEES IF THE FUND IS
LEVERAGED.
5(i) The Fund has added the requested disclosure.
(II) THAT THE FUND'S COMMON SHAREHOLDERS WILL BEAR THE COSTS OF
ISSUING AND MAINTAINING FINANCIAL LEVERAGE.
5(ii) The requested disclosure is in the fifth paragraph in the
section of the Proxy Statement entitled "Proposal 2: Amend the
Fund's Fundamental Policies -- (a) To allow the Fund to
utilize financial leverage to the maximum extent allowable
under the 1940 Act -- Risks of Financial Leverage." Thus, the
Fund does not believe that additional disclosure is necessary.
(III) REGARDING THE FUND'S USE OF OTHER FORMS OF LEVERAGE, INCLUDING
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS.
5(iii) The Fund has added the requested disclosure.
(IV) THAT THE FUND INTENDS TO PLEDGE SOME OR ALL OF ITS ASSETS TO
SECURE THE LEVERAGE, IF APPLICABLE.
5(iv) The Fund has added the requested disclosure.
COMMENT 6 IN THE PROXY STATEMENT, IN THE THIRD PARAGRAPH OF THE SECTION
ENTITLED "PROPOSAL 2: AMEND THE FUND'S FUNDAMENTAL POLICIES --
(a) TO ALLOW THE FUND TO UTILIZE FINANCIAL LEVERAGE TO THE
MAXIMUM EXTENT ALLOWABLE UNDER THE 1940 ACT -- RISKS OF
FINANCIAL LEVERAGE," ADD DISCLOSURE DESCRIBING WHAT THE TERM
"RELEVERAGE" MEANS.
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Response 6 The Fund believes that the current disclosure is adequate in
that it describes that, in the event that the Fund repays any
borrowings or redeems any outstanding preferred shares, in
other words 'deleverages,' the Fund may releverage "through
incurrence of new borrowing, or the reissuance of preferred
shares." Thus, the Fund respectfully disagrees that additional
disclosure is necessary.
COMMENT 7 IN THE PROXY STATEMENT, IN THE SECTION ENTITLED "PROPOSAL 2:
AMEND THE FUND'S FUNDAMENTAL POLICIES -- (a) TO ALLOW THE FUND
TO UTILIZE FINANCIAL LEVERAGE TO THE MAXIMUM EXTENT ALLOWABLE
UNDER THE 1940 ACT -- RISKS OF FINANCIAL LEVERAGE," ADD
DISCLOSURE THAT COMMON SHAREHOLDERS OF THE FUND WILL BEAR ALL
COSTS OF FINANCIAL LEVERAGE, INCLUDING THE COSTS OF INTEREST
AND DIVIDENDS.
Response 7 The Fund has added the requested disclosure.
COMMENT 8 IN THE PROXY STATEMENT, IN THE SECTION ENTITLED "PROPOSAL 2:
AMEND THE FUND'S FUNDAMENTAL POLICIES -- (b) TO ALLOW THE FUND
TO OFFER TO REPURCHASE ITS SHARES ON A MONTHLY BASIS," ADD
DISCLOSURE REGARDING THE FUND'S ABILITY TO ACCOMMODATE
INCREASED REPURCHASES.
Response 8 The Fund has added the requested disclosure.
COMMENT 9 IN THE PROXY STATEMENT, IN THE FOURTH PARAGRAPH IN THE
SECTION ENTITLED "PROPOSAL 2: AMEND THE FUND'S FUNDAMENTAL
POLICIES -- (b) TO ALLOW THE FUND TO OFFER TO REPURCHASE ITS
SHARES ON A MONTHLY BASIS," DESCRIBE HOW THE FUND WOULD
PROCEED IF IT WERE TO RECEIVE THE EXEMPTIVE ORDER FROM THE
COMMISSION, BUT DID NOT RECEIVE THE NECESSARY SHAREHOLDER
VOTE.
Response 9 In the last sentence of the fourth paragraph in the section
entitled "Proposal 2: Amend the Fund's Fundamental Policies --
(b) To allow the Fund to offer to repurchase its shares on a
monthly basis," the Fund currently discloses the following:
If shareholder approval to amend the policy is not
obtained and/or the relief is not otherwise granted by
the Commission, the Fund will continue with quarterly
repurchase offers.
Thus, the Fund does not believe that additional disclosure is
necessary.
COMMENT 10 IN THE PROXY STATEMENT, IN THE SECOND PARAGRAPH IN THE SECTION
ENTITLED "PROPOSAL 2: AMEND THE FUND'S FUNDAMENTAL POLICIES --
(b) TO ALLOW THE FUND TO OFFER TO REPURCHASE ITS SHARES ON A
MONTHLY BASIS -- ACTION AND RECOMMENDATION OF THE BOARD OF
TRUSTEES," DESCRIBE WHAT IS MEANT BY "AMONG THE BENEFITS TO
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COMMON SHAREHOLDERS DISCUSSED WERE...(II) POTENTIALLY BETTER
MANAGEMENT OF INVESTMENTS..." [EMPHASIS ADDED].
Response 10 The Fund has revised the requested disclosure.
COMMENT 11 IN THE PROXY STATEMENT, IN THE LAST SENTENCE OF THE SECOND
PARAGRAPH IN THE SECTION ENTITLED "PROPOSAL 2: AMEND THE
FUND'S FUNDAMENTAL POLICIES -- (b) TO ALLOW THE FUND TO OFFER
TO REPURCHASE ITS SHARES ON A MONTHLY BASIS -- ACTION AND
RECOMMENDATION OF THE BOARD OF TRUSTEES," ADD DISCLOSURE THAT
THE WAIVERS OR REIMBURSEMENTS CAN BE TERMINATED AT ANY TIME,
IF APPLICABLE, AND IF THE WAIVERS OR REIMBURSEMENTS CAN BE
RECAPTURED BY THE FUND'S INVESTMENT ADVISER, SO STATE.
Response 11 The Fund has added the requested disclosure.
In connection with the filing of the Fund's Definitive Proxy Statement,
the Fund acknowledges that the disclosure included in the Definitive Proxy
Statement is the responsibility of the Fund. The Fund further acknowledges that
the action of the Commission or the staff acting pursuant to delegated authority
in reviewing the Proxy Statement does not relieve the Fund from its full
responsibility for the adequacy and accuracy of the disclosures in the
Definitive Proxy Statement; and that the Fund will not assert this action as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Should you have any questions concerning our responses to your
comments, please direct them to me at (312) 407-0863.
Sincerely,
/s/ Charles B. Taylor
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