1 Table of Contents OVERVIEW LETTER TO SHAREHOLDERS 1 ECONOMIC SNAPSHOT 2 PERFORMANCE SUMMARY RETURN HIGHLIGHTS 4 PORTFOLIO AT A GLANCE TOP FIVE PORTFOLIO INDUSTRIES 5 TOP TEN HOLDINGS 5 CURRENT DISTRIBUTION 6 Q&A WITH YOUR PORTFOLIO MANAGERS 7 GLOSSARY OF TERMS 10 A FOCUS ON SENIOR LOANS 11 BY THE NUMBERS YOUR TRUST'S INVESTMENTS 12 FINANCIAL STATEMENTS 30 NOTES TO FINANCIAL STATEMENTS 35 DIVIDEND REINVESTMENT PLAN 39 TRUST OFFICERS AND IMPORTANT ADDRESSES 40 Our generations of money-management experience may help you pursue life's true wealth. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 2 OVERVIEW LETTER TO SHAREHOLDERS February 20, 2001 Dear Shareholder, The year 2000 was an especially volatile one for the stock market. To manage one's portfolio during such unpredictable times requires investment-management experience, and the following pages should give you some insight into how we have performed in this difficult environment. In this report, the portfolio managers will explain how your investment performed during the reporting period and describe the strategies they used to manage your trust during that span. The report will also show you how your investment has performed over time. Helpful charts summarize the trust's largest investments, and you can examine the complete portfolio to see all of your trust's holdings as of the end of your trust's reporting period. At Van Kampen, we place a high priority on providing you and your financial advisor with the information you need to help you monitor your investments during all types of markets. With nearly four generations of investment-management experience, we've been around long enough to understand that by investing with Van Kampen you're entrusting us with much more than your money. Your investments may help make it possible to afford your next house, keep up with rising college costs, or enjoy a comfortable retirement. No matter what your reasons for investing, we're thankful that you've chosen to place your investments with Van Kampen. We will continue to apply our generations of money-management experience to helping you pursue life's true wealth. Sincerely, [SIG] Richard F. Powers, III President and CEO Van Kampen Investment Advisory Corp. 1 3 ECONOMIC SNAPSHOT ECONOMIC GROWTH THE U.S. ECONOMY, WHICH GREW AT A RED-HOT PACE IN EARLY 2000, BROKE STRIDE LATER IN THE YEAR AND LIMPED INTO 2001. GROSS DOMESTIC PRODUCT (GDP), THE PRIMARY MEASURE OF ECONOMIC GROWTH, ROSE A DISAPPOINTING 1.1 PERCENT ON AN ANNUALIZED BASIS FOR THE FOURTH QUARTER OF 2000--A SHARP CONTRAST FROM THE SECOND-QUARTER HIGH OF 5.6 PERCENT. THE SUDDEN ECONOMIC SLOWDOWN SPARKED FEARS OF A RECESSION, EFFECTIVELY COOLING BUSINESS AND CONSUMER DEMAND, SPENDING ON EXPORTS, AND MANUFACTURING ACTIVITY. CONSUMER SPENDING AND EMPLOYMENT INFLATION CONCERNS WERE HELD AT BAY AS CORPORATE LAYOFFS, SOARING ENERGY COSTS, A WEAKENING STOCK MARKET, AND A COOLING ECONOMY HAD A CHILLING EFFECT ON CONSUMER SPENDING. KEEPING IN STEP WITH THE FLAGGING ECONOMY, GROWTH IN OVERALL COMPENSATION COSTS (SUCH AS WAGES AND BENEFITS) CONTINUED TO SLOW, FURTHER RELIEVING INFLATIONARY PRESSURES. YET THE JOBLESS RATE CONTINUED TO HOLD AT HISTORICALLY LOW LEVELS, EVEN AS IT REACHED A 16-MONTH HIGH OF 4.2 PERCENT IN JANUARY. INTEREST RATES AND INFLATION THE CONSUMER PRICE INDEX, A COMMON MEASURE OF THE INFLATION RATE, ROSE 3.7 PERCENT IN THE 12 MONTHS ENDED JANUARY 31. WITH INFLATION ON THE RISE AND ECONOMIC GROWTH SLOWING RAPIDLY, ALL EYES WERE ON THE FEDERAL RESERVE AS IT MADE A SURPRISE INTEREST-RATE CUT OF 0.50 PERCENT ON JANUARY 3, 2001, AND ANOTHER HIGHLY ANTICIPATED CUT OF 0.50 PERCENT DURING ITS REGULARLY SCHEDULED MEETING ON JANUARY 31, 2001. THE FED, WHICH HAD HIKED INTEREST RATES THREE TIMES DURING THE FIRST HALF OF 2000, STATED ITS DRAMATIC POLICY REVERSAL AT THE START OF 2001 WAS IN RESPONSE TO RISING ENERGY COSTS AND ERODING CONSUMER AND BUSINESS CONFIDENCE. WHILE INDUSTRY ANALYSTS AND INVESTORS CAUTIOUSLY WELCOMED THE FED'S ACTIONS, MANY ARE PREDICTING ADDITIONAL RATE CUTS WILL BE MADE IN THE FIRST HALF OF 2001 AS THE FED TRIES TO WARD OFF A RECESSION AND RETURN GDP TO A HEALTHY AND SUSTAINABLE RATE. 2 4 U.S. GROSS DOMESTIC PRODUCT SEASONALLY ADJUSTED ANNUALIZED RATES (December 31, 1998--December 31, 2000) [BAR GRAPH] U.S. GROSS DOMESTIC PRODUCT --------------------------- Dec 98 5.90 Mar 99 3.50 Jun 99 2.50 Sep 99 5.70 Dec 99 8.30 Mar 00 4.80 Jun 00 5.60 Sep 00 2.20 Dec 00 1.10 Source: Bureau of Economic Analysis INTEREST RATES AND INFLATION (January 31, 1999--January 31, 2001) [LINE GRAPH] INTEREST RATES INFLATION RATES -------------- --------------- Jan 99 4.75 1.70 4.75 1.70 4.75 1.80 Apr 99 4.75 2.30 4.75 2.10 5.00 2.00 Jul 99 5.00 2.10 5.25 2.30 5.25 2.60 Oct 99 5.25 2.60 5.50 2.60 5.50 2.70 Jan 00 5.50 2.70 5.75 3.20 6.00 3.80 Apr 00 6.00 3.10 6.50 3.20 6.50 3.70 Jul 00 6.50 3.70 6.50 3.40 6.50 3.50 Oct 00 6.50 3.40 6.50 3.40 6.50 3.40 Jan 01 5.50 3.70 Interest rates are represented by the closing midline federal funds target rate on the last day of each month. Inflation is indicated by the annual percentage change of the Consumer Price Index for all urban consumers at the end of each month. Source: Bloomberg 3 5 PERFORMANCE SUMMARY RETURN HIGHLIGHTS (as of January 31, 2001) ----------------------------------------------------------------------- TOTAL RETURNS ----------------------------------------------------------------------- Six-month total return based on market price(1) -1.02% ----------------------------------------------------------------------- Six-month total return based on NAV(2) -5.36% ----------------------------------------------------------------------- One-year total return based on market price(1) 7.81% ----------------------------------------------------------------------- One-year total return based on NAV(2) -3.02% ----------------------------------------------------------------------- Commencement date 06/24/98 ----------------------------------------------------------------------- DISTRIBUTION RATE ----------------------------------------------------------------------- Distribution rate as a % of closing common stock price(3) 10.66% ----------------------------------------------------------------------- SHARE VALUATIONS ----------------------------------------------------------------------- Net asset value $8.71 ----------------------------------------------------------------------- Closing common stock price $8.22 ----------------------------------------------------------------------- Six-month high common stock price (08/08/00) $9.00 ----------------------------------------------------------------------- Six-month low common stock price (01/03/01) $7.25 ----------------------------------------------------------------------- (1) Total return based on market price assumes an investment at the 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 stock price at the end of the period indicated. (2) Total return based on net asset value (NAV) assumes an investment at the beginning of the period indicated, reinvestment of all distributions for the period, and sale of all shares at the end of the period, all at NAV. (3) Distribution rate represents the monthly annualized distributions of the Trust at the end of the period and not the earnings of the Trust. As a result of recent market activity current performance may vary from the figures shown. Past performance is no guarantee of future results. Distribution rate and net asset value will fluctuate with market conditions. Investment return and principal value fluctuate and trust shares, when sold, may be worth more or less than their original cost. 4 6 PORTFOLIO AT A GLANCE TOP FIVE PORTFOLIO INDUSTRIES* (as a percentage of total assets--January 31, 2001) Telecommunications--Wireless 7.6% --------------------------------------------------------------------- Printing & Publishing 5.6% --------------------------------------------------------------------- Entertainment & Leisure 5.3% --------------------------------------------------------------------- Health Care 4.7% --------------------------------------------------------------------- Chemicals, Plastics & Rubber 4.4% --------------------------------------------------------------------- TOP TEN HOLDINGS* (as a percentage of total assets--January 31, 2001) Wyndham International 1.83% --------------------------------------------------------------------- United Artists Theatre Co. 1.82% --------------------------------------------------------------------- Agrilink Foods, Inc. 1.64% --------------------------------------------------------------------- Telecorp PCS, Inc. 1.46% --------------------------------------------------------------------- VoiceStream Wireless Corp. 1.38% --------------------------------------------------------------------- Metro-Goldwyn-Mayer, Inc. 1.36% --------------------------------------------------------------------- HMV Media Group 1.31% --------------------------------------------------------------------- Ispat Inland 1.28% --------------------------------------------------------------------- Vencor, Inc. 1.26% --------------------------------------------------------------------- Ashtead Group, PLC 1.15% --------------------------------------------------------------------- * Subject to change daily. All information is provided for informational purposes only and should not be deemed as a recommendation to buy the securities mentioned or the securities in the industries shown above. Morgan Stanley Dean Witter & Co. and others affiliated with it may hold position in or may seek to perform investment-banking services for the companies listed. 5 7 CURRENT DISTRIBUTION (August 31, 1998--January 31, 2001) [LINE GRAPH] VAN KAMPEN SENIOR INCOME TRUST 3-MONTH TREASURY BILL ------------------------------ --------------------- 8/98 8.490 4.825 8.000 4.361 7.850 4.317 7.960 4.482 8.170 4.452 1/99 7.910 4.452 7.760 4.670 8.170 4.475 8.230 4.535 8.170 4.627 8.210 4.779 7/99 8.160 4.745 8.490 4.966 8.810 4.851 8.750 5.088 8.870 5.301 9.900 5.328 1/00 9.530 5.692 8.750 5.781 10.340 5.870 9.400 5.829 9.880 5.619 9.960 5.854 7/00 9.600 6.219 9.460 6.306 10.010 6.210 10.460 6.389 11.300 6.202 11.580 5.895 1/01 10.660 4.994 Source: *Bloomberg 6 8 [PHOTO] Q&A WITH YOUR PORTFOLIO MANAGERS WE RECENTLY SPOKE WITH THE MANAGEMENT TEAM OF THE VAN KAMPEN SENIOR INCOME TRUST ABOUT THE KEY EVENTS AND ECONOMIC FORCES THAT SHAPED THE MARKETS AND INFLUENCED THE TRUST'S RETURN OVER THE PAST SIX MONTHS. THE TEAM IS LED BY HOWARD TIFFEN, SENIOR PORTFOLIO MANAGER, WHO HAS MANAGED THE TRUST SINCE DECEMBER 1999 AND BRINGS MORE THAN 30 YEARS OF GLOBAL AND DOMESTIC INVESTMENT EXPERIENCE TO VAN KAMPEN'S SENIOR LOAN MANAGEMENT TEAM. THE FOLLOWING DISCUSSION REFLECTS HIS VIEWS ON THE TRUST'S PERFORMANCE DURING THE SIX-MONTH PERIOD ENDED JANUARY 31, 2001. Q HOW WOULD YOU DESCRIBE THE MARKET ENVIRONMENT IN WHICH THE TRUST OPERATED, AND HOW DID THE TRUST PERFORM IN THAT ENVIRONMENT DURING THE LAST SIX MONTHS? A The market changed quite dramatically over the course of the last six months. At the start of the period, the outlook for the markets was optimistic. Bolstered by a reasonably strong bond market, deal flow for senior loans was good and transactions were attractively structured. By October 2000, however, corporate earnings had come under pressure and the bond market was retreating. The markets were weighed down by an increasingly high default rate--the highest in absolute terms since 1991--especially among highly leveraged, high-yield companies. As a result, the senior loan market lost its positive tone and deal flow began to slow as it became more difficult to launch favorable bond deals in the face of deteriorating credit conditions. The weak performance of the stock market contributed to the stresses placed on the financial markets, which were amplified by the slowdown in the U.S. economy. Short-term interest rates rose during the first half of 2000, consistent with the Federal Reserve Board's rate hikes designed to keep inflation in check, and they remained at generally higher levels for most of the reporting period, supporting the income earned by the trust's holdings. However, with the U.S. economy showing signs of weakness, the Fed aggressively cut short-term interest rates by 0.50 percent twice in January 2001, indicating their willingness to continue easing rates until the slowdown shows signs of abating. These declines, in turn, put pressure on the trust's dividend. Overall, very light senior loan market activity and weak prices in all markets persisted through the end of 2000 and into January 2001, and we continue to face cautious markets. 7 9 For the six months through January 31, 2001, the trust had a total return of -1.02 percent based on market price. This includes a decrease in market price from $8.7500 per share on July 31, 2000, to $8.2200 per share on January 31, 2001. A substantial portion of the trust's senior loan assets are priced utilizing independent pricing services. As of January 31, 2001, over 80 percent of the trust's senior loan assets had been priced using these services. Past performance is no guarantee of future results. As a result of recent market activity, current performance may vary from figures shown. The trust continued to provide shareholders with a relatively attractive level of current income. Its monthly dividend of $0.073 per share translates to a distribution rate of 10.66 percent based on the trust's closing market price on January 31, 2001. Please refer to the chart and footnotes on page 4 for additional performance results. Q HOW DID YOU REACT TO THESE MARKET CONDITIONS? A Over the past 18 months, the trust has been managed with three guiding principals: diversify to greatest extent possible, use a sound and detail-oriented credit selection, and stress the yield component of the portfolio. Maintaining a diversified portfolio is important so that the performance of any one senior loan issue has less of an impact on the portfolio as a whole. In general, our goal is to limit the average investment size both in dollar terms and as a percentage of portfolio assets. Overall, the trust's top 10 holdings represent just 14.49 percent of the portfolio's total assets, down from 16.63 percent as of July 31, 2000. As we anticipated, corporate earnings started to deteriorate during the reporting period, and as a result we have continued to focus on credit quality. We continue to apply intense credit analysis of the senior loans we consider for the portfolio. We will also continue to add new analysts to our senior loan team as necessary to ensure that we continue to provide the best possible credit evaluation. The experience represented by these analysts is invaluable during difficult phases of the credit cycle, as it helps the process of selective investing during periods of exacerbated market volatility. Also, when an issue does have problems, we have extensive knowledge of the workout and recovery process to help produce the best possible recovery of assets in the case of a loan default. An experienced staff also helped us keep the portfolio as fully invested as possible, keeping the level of idle cash at a lower level and putting more of the trust's assets to work in competitive-yielding senior loan investments. Q WHAT SPECIFIC STRATEGIES DID YOU EMPLOY IN MANAGING THE PORTFOLIO? A Obviously, in maintaining a high level of diversification within the portfolio, we took a close look at a wide variety of senior loan issues from a broad range of industries. The difficult markets of recent months persuaded us to adopt a more conservative stance altogether. 8 10 As far as specific industries go, we reduced the trust's exposure to some of the more cyclical sectors, such as automobiles and transportation, which were plagued by surging energy and fuel costs. Also, the auto industry typically faces a period of slackening demand as the economy slows, leaving it with high inventories of unsold vehicles. Other industries hit by weakened consumer confidence and sluggish spending included textiles, apparel, and retail. The telecommunications sector was hit hard by declining technology spending on the corporate side and by changing investor sentiment, as sales and earnings growth began to fall behind expectations. Growing demand for increased "bandwidth" has spurred these firms to make ever-larger capital investments in new fiber optic cable, switching facilities, and wireless transmission capacity, but it will be years before the revenues generated by these initiatives catch up with current expenditures. Although these investments cut into current earnings, we hope they will pay off over the long haul. When we did invest in the telecom sector, we looked for firms generating positive cash flow and issues that had strong collateral behind them. Industry sectors that were attractive included food, drugs, and health care, which have traditionally benefited from relatively stable demand even during tough economic times. Within these market segments, we looked for well-capitalized companies with low levels of leverage. There is no guarantee, however, that these sectors will continue to perform well or will be held by the trust in the future. Q WHAT IS YOUR OUTLOOK FOR THE MARKET AND THE TRUST IN THE MONTHS AHEAD? A We expect the next six months to present a challenging environment in which to manage an investment portfolio. The recent economic slowdown may continue to take its toll on corporate profits, and the anticipated decline in interest rates could put pressure on the trust's dividend, though it should remain highly competitive in relation to other fixed-income investment alternatives. With default rates high, investors will likely demand higher credit-quality parameters in new deals that come to market, such as lower leverage and better collateral coverage, leading to loan structures that are more conservative in nature. The trust's high level of diversification may prove to be valuable if we encounter tough markets ahead. We feel the portfolio is well positioned for the remainder of the fiscal year, with a varied selection of investments. It is important for all shareholders to remember that, as disclosed in the prospectus, the trust's net asset value fluctuates, and is not stable. Given this, shareholders should talk with their financial advisor about whether the trust fits their overall investment objectives and risk tolerance. We are hopeful that the trust's emphasis on diversification, credit quality, and a competitive level of income will continue to provide an attractive choice for fixed-income investors with an investment time frame in the range of three to five years. It is our belief that the trust can be an integral part of a well-rounded investment strategy. 9 11 GLOSSARY OF TERMS A HELPFUL GUIDE TO SOME OF THE COMMON TERMS YOU'RE LIKELY TO SEE IN THIS REPORT AND OTHER FINANCIAL PUBLICATIONS. CYCLICAL INDUSTRIES: Industries where earnings tend to rise quickly when the economy strengthens and fall quickly when the economy weakens. Examples of cyclical industries include housing, automobiles, and paper. Noncyclical industries are typically less sensitive to changes in the economy. These include utilities, grocery stores, and pharmaceutical companies. DEFAULT: The failure to make required debt payments on time. FEDERAL RESERVE BOARD (THE FED): The governing body of the Federal Reserve System, which is the central bank of the United States. Its policy-making committee, called the Federal Open Market Committee, meets at least eight times a year to establish monetary policy and monitor the economic pulse of the United States. LEVERAGE: An investment strategy that involves using borrowed money to finance an investment. Leveraging involves certain risks, including the potential for increased volatility. NET ASSET VALUE (NAV): The value of a trust share, calculated by deducting a trust's liabilities from the total assets applicable to common shareholders in its portfolio and dividing this amount by the number of common shares outstanding. SECONDARY MARKET: A market where securities are traded after they are initially offered. SENIOR LOANS: Loans or other debt securities that are given preference to junior securities of the borrower. In the event of bankruptcy, payments to holders of senior loan obligations are given priority over payments to holders of subordinated debt, as well as shareholders of preferred and common stock. Senior loans may share priority status with other senior securities of the borrower, and such status is not a guarantee that monies to which the investor is entitled will be paid. 10 12 A FOCUS ON SENIOR LOANS The Senior Income Trust invests primarily in senior collateralized loans to corporations, partnerships, and other business entities that operate in a variety of industries and geographic locations. Senior loans have a number of characteristics that, in the opinion of the trust's management team, are important to the integrity of the trust's portfolio. These include: SENIOR STANDING With respect to interest payments, senior loans generally have priority over other classes of loans, preferred stock, or common stocks, though they may have equal status with other securities of the borrower. This status is not a guarantee, however, that monies to which the trust is entitled will be paid. If they are not fully paid, it potentially could have a negative effect on the trust's net asset value. COLLATERAL BACKING Senior loans are often secured by collateral that has been pledged by the borrower under the terms of a loan agreement. Forms of collateral include trademarks, accounts receivable or inventory, buildings, real estate, franchises, and common and preferred stock in subsidiaries and affiliates. Under certain circumstances, collateral might not be entirely sufficient to satisfy the borrower's obligations in the event of nonpayment of scheduled interest or principal, and in some instances may be difficult to liquidate on a timely basis. Additionally, a decline in the value of the collateral could cause the loan to become substantially undersecured, and circumstances could arise (such as bankruptcy of a borrower) that could cause the trust's security interest in the loan's collateral to be invalidated. This could potentially have a negative effect on the trust's net asset value. CREDIT QUALITY Many senior loans carry provisions designed to protect the lender in certain circumstances. In addition, the variable-rate nature of the portfolio is expected to lessen the fluctuation in the trust's net asset value. However, the net asset value will still be subject to the influence of changes in the real or perceived credit quality of the loans in which the trust invests. This may occur, for example, in the event of a sudden or extreme increase in prevailing interest rates, a default in a loan in which the trust holds an interest, or a substantial deterioration in the borrower's creditworthiness. From time to time, the trust's net asset value may be more or less than at the time of the investment. SPECIAL CONSIDERATIONS Under normal market conditions, the trust may invest up to 20 percent of its assets in senior loans that are not secured by any specific collateral. In addition, the trust may invest in senior loans made to non-U.S. borrowers, although these loans must be U.S.-dollar denominated. 11 13 BY THE NUMBERS YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) THE FOLLOWING PAGES DETAIL YOUR TRUST'S PORTFOLIO OF INVESTMENTS AT THE END OF THE REPORTING PERIOD.(1) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE VARIABLE RATE** SENIOR LOAN INTERESTS 121.7% AEROSPACE/DEFENSE 2.3% $ 7,784 Aerostructures Corp., Term Loan............... NR BB- 12/31/03 to 09/06/04 $ 7,695,558 3,453 Aircraft Braking Systems Corp., Term Loan........ Ba3 B+ 10/15/05 3,453,039 2,481 DeCrane Finance Co., Term Loan............... B2 B+ 12/17/06 2,390,303 9,574 EG&G Technical Services, Inc., Term Loan......... B1 NR 08/20/07 9,438,308 4,865 Fairchild Corp., Term Loan.................... Ba3 BB- 04/30/06 4,572,824 7,000 Integrated Defense Technologies, Inc., Term Loan.................... NR NR 09/15/06 6,940,587 3,980 Vought Aircraft Industries, Inc., Term Loan.................... NR NR 07/30/07 to 06/30/08 3,961,758 -------------- 38,452,377 -------------- AUTOMOTIVE 2.7% 5,955 AMCAN Technologies, Inc., Term Loan......... NR NR 03/28/07 5,941,672 3,963 American Axle & Manufacturing Holdings, Inc., Term Loan......... Ba2 BB 04/30/06 3,943,134 3,165 Breed Technologies, Inc., Term Loan......... NR NR 12/20/04 3,165,182 4,683 Exide Corp., Term Loan.. Ba3 B+ 03/18/05 4,278,586 10,500 Federal-Mogul Corp., Term Loan............... B2 B+ 02/24/04 10,447,500 4,980 J.L. French Automotive Castings, Inc., Term Loan.................... B1 B+ 10/21/06 4,701,465 See Notes to Financial Statements 12 14 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE AUTOMOTIVE (CONTINUED) $ 7,501 Meridian Automotive Systems, Inc., Term Loan.................... B1 BB- 03/31/07 $ 7,505,424 2,733 Safelite Glass Corp., Term Loan (a)........... NR NR 09/30/07 2,732,516 -------------- 42,715,479 -------------- BEVERAGE, FOOD & TOBACCO 4.5% 38,515 Agrilink Foods, Inc., Term Loan............... B1 B+ 09/30/04 to 09/30/05 35,313,380 16,837 Aurora Foods, Inc., Term Loan.................... B2 B 09/30/06 15,490,384 7,004 B & G Foods, Inc., Term Loan.................... B1 B+ 03/31/06 6,520,345 4,961 Doane Pet Care Co., Term Loan.................... B1 B+ 12/31/05 4,906,432 4,922 Eagle Family Foods, Inc., Term Loan......... B1 B 12/31/05 4,679,456 5,219 Imperial Sugar Corp., Term Loan (c)........... B3 B 12/31/05 4,331,925 -------------- 71,241,922 -------------- BROADCASTING--CABLE 2.5% 7,000 CC VIII Operating, LLC, Term Loan............... Ba3 BB+ 02/02/08 6,998,362 17,150 Falcon Communications, L.P., Term Loan......... Ba3 BB- 12/31/07 17,014,223 4,948 Frontiervision Operating Partners, L.P., Term Loan.................... Ba3 BB 03/31/06 4,911,014 10,000 UPC Financing Partnership, Term Loan.................... Ba3 B+ 03/31/09 9,816,670 -------------- 38,740,269 -------------- BROADCASTING--DIVERSIFIED 0.1% 1,000 Emmis Communications Corp., Term Loan........ Ba2 B+ 08/31/09 1,002,656 -------------- See Notes to Financial Statements 13 15 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE BROADCASTING--TELEVISION 1.6% $ 7,920 Quorum Broadcasting, Inc., Term Loan......... NR NR 09/30/07 $ 7,926,605 17,718 Sinclair Broadcast Group, Inc., Term Loan.................... Ba2 BB- 09/15/05 17,346,359 -------------- 25,272,964 -------------- BUILDINGS & REAL ESTATE 2.8% 17,323 Corrections Corp. of America, Term Loan...... B3 B 12/31/02 13,512,616 1,937 Corrections Corp. of America, Revolving Credit Agreement........ B3 B 01/01/02 1,511,373 6,012 Crescent Real Estate Equities Co., Term Loan.................... NR NR 02/01/04 6,029,392 23,493 Ventas Realty Ltd., Inc., Term Loan......... NR NR 12/31/02 to 12/31/07 22,290,627 -------------- 43,344,008 -------------- CHEMICALS, PLASTICS & RUBBER 6.1% 4,975 Applied Tech Management Corp., Term Loan........ B1 NR 04/30/07 4,953,670 14,296 GenTek, Inc., Term Loan.................... Ba3 BB 04/30/07 to 10/31/07 14,198,073 5,000 Hercules, Inc., Term Loan.................... Ba1 BB 11/15/05 5,027,392 18,652 Huntsman Corp., Term Loan.................... Ba2 NR 09/30/03 to 12/31/05 18,263,891 3,920 Huntsman ICI Chemicals, LLC, Term Loan.......... Ba3 BB 06/30/07 to 06/30/08 3,931,270 13,882 Lyondell Chemical Co., Term Loan............... Ba3 NR 06/30/05 to 05/17/06 14,110,292 4,890 Nutrasweet Acquisition Corp., Term Loan........ Ba3 NR 05/25/07 to 05/25/09 4,872,599 13,399 OM Group, Inc., Term Loan.................... NR NR 03/31/07 13,457,370 16,934 Pioneer America Acquisition Corp., Term Loan.................... Caa1 D 12/31/06 5,585,049 5,000 Port Arthur Coker Co., Term Loan............... Ba3 NR 07/15/07 4,908,335 See Notes to Financial Statements 14 16 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE CHEMICALS, PLASTICS & RUBBER (CONTINUED) $ 3,262 Sterling Pulp Chemicals, Inc., Term Loan......... B3 BB- 06/30/05 $ 3,208,300 4,619 West American Rubber Co., Term Loan.......... NR NR 06/30/05 to 12/30/05 2,771,699 -------------- 95,287,940 -------------- CONSTRUCTION MATERIAL 1.5% 9,925 Brand Scaffold Services, Inc., Term Loan......... B1 NR 09/30/03 9,726,411 1,000 Dayton Superior Corp., Term Loan............... Ba3 BB- 06/01/08 1,003,749 1,900 Magnatrax Corp., Term Loan.................... NR NR 11/15/05 1,895,178 5,473 Washington Group International, Inc., Term Loan............... NR BBB- 07/07/07 5,453,691 4,988 Wilmar Industries, Inc., Term Loan............... NR NR 09/29/07 4,955,670 -------------- 23,034,699 -------------- CONTAINERS, PACKAGING & GLASS 4.2% 8,218 Dr. Pepper/Seven Up Co., Inc., Term Loan......... NR NR 10/07/07 8,211,057 10,167 Graham Packaging Co., Term Loan............... B1 B+ 01/31/06 to 01/31/07 9,983,446 25,608 Nexpak Corp., Term Loan.................... NR NR 12/31/05 to 12/31/06 23,877,493 4,881 Packaging Dynamics, Term Loan.................... NR BB+ 11/20/05 4,634,327 6,000 Pliant Corp., Term Loan.................... B2 BB- 05/31/08 5,726,835 3,050 RIC Holdings, Inc. (Riverwood), Revolving Credit Agreement........ B1 B 02/28/03 2,968,220 4,975 Tekni-Plex, Inc., Term Loan.................... Ba3 B+ 06/26/08 4,875,500 4,994 U.S. Can Corp., Term Loan.................... B1 BB- 10/04/08 5,018,021 -------------- 65,294,899 -------------- DIVERSIFIED MANUFACTURING 2.3% 6,418 Actuant Corp., Term Loan.................... B1 BB- 07/30/08 6,438,355 12,485 Citation Corp., Term Loan.................... NR B+ 12/01/07 12,258,826 See Notes to Financial Statements 15 17 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE DIVERSIFIED MANUFACTURING (CONTINUED) $ 4,963 Mueller Group, Inc., Term Loan............... B1 B+ 08/16/07 $ 4,993,516 9,386 SPX Corp., Term Loan.... Ba2 BB+ 12/31/06 9,415,629 2,500 Yuasa, Inc., Term Loan.................... NR NR 11/09/08 2,486,254 -------------- 35,592,580 -------------- ECOLOGICAL 2.4% 21,481 Allied Waste Industries, Inc., Term Loan......... Ba3 BB 07/21/05 to 07/23/07 21,102,940 4,987 GTS Corp., Term Loan.... NR NR 12/08/06 4,943,638 4,898 IT Group, Inc., Term Loan.................... B1 BB 06/11/06 4,788,093 7,492 Stericycle, Inc., Term Loan.................... B1 BB- 11/10/06 7,531,968 -------------- 38,366,639 -------------- EDUCATION & CHILD CARE 0.2% 2,800 TEC Worldwide, Inc., Term Loan............... NR NR 02/28/05 2,690,932 -------------- ELECTRONICS 5.4% 21,741 Acterna, LLC, Term Loan.................... NR B+ 09/30/07 21,637,906 17,061 Amphenol Corp., Term Loan.................... Ba2 BB 10/03/04 to 10/03/06 16,922,372 4,496 Audio Visual Services Corp., Term Loan........ NR NR 10/01/01 2,787,438 1,070 Audio Visual Services Corp., Revolving Credit Agreement............... NR NR 10/01/01 663,463 4,282 Automata, Inc., Term Loan (a) (c)............ NR NR 02/28/03 to 02/28/04 147,281 5,000 Computer Associates International, Inc., Term Loan............... Baa1 BBB+ 05/26/03 4,928,125 5,500 Kinetic Concepts, Inc., Term Loan............... Ba3 B- 02/28/06 5,501,280 5,000 ON Semiconductor Corp., Term Loan............... NR BB- 08/04/07 4,995,835 5,017 Rowe International, Inc., Term Loan......... NR NR 12/31/03 2,709,254 See Notes to Financial Statements 16 18 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE ELECTRONICS (CONTINUED) $ 96 Rowe International, Inc., Revolving Credit Agreement............... NR NR 12/31/03 $ 51,637 9,000 Seagate Technologies, Inc., Term Loan......... NR BB+ 11/22/06 8,985,942 9,925 Superior Telecom, Inc., Term Loan............... B2 B+ 11/27/05 9,007,893 6,976 Viasystems, Inc., Term Loan.................... B1 BB- 03/31/07 6,947,016 -------------- 85,285,442 -------------- ENTERTAINMENT & LEISURE 7.4% 4,933 Bally Total Fitness Holding Corp., Term Loan.................... B1 B+ 11/10/04 4,913,294 5,351 Bell Sports, Inc., Term Loan.................... Ba3 B+ 03/31/06 to 03/31/07 5,369,732 9,920 Fitness Holdings Worldwide, Inc., Term Loan.................... NR B 11/02/06 to 11/02/07 9,612,480 30,000 Metro-Goldwyn-Mayer, Inc., Term Loan......... Baa3 BBB- 03/31/05 to 03/31/06 29,355,470 4,975 Playcore Wisconsin, Inc., Term Loan......... NR NR 07/01/07 4,712,690 8,000 Six Flags Theme Parks, Inc., Term Loan......... Ba2 BB- 09/30/05 8,055,496 46,728 United Artists Theatre, Inc., Term Loan (c)..... Caa3 D 04/21/06 to 04/21/07 39,250,660 9,173 WFI Group, Inc., Term Loan.................... Ba2 NR 07/14/04 9,171,751 4,975 Worldwide Sports & Recreation, Inc., Term Loan.................... NR NR 12/31/06 5,006,551 -------------- 115,448,124 -------------- FARMING & AGRICULTURE 0.3% 4,001 The Scotts Co., Term Loan.................... Ba3 BB 12/31/07 4,026,500 -------------- See Notes to Financial Statements 17 19 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE FINANCE 3.2% $23,939 Bridge Information Systems, Inc., Term Loan (a) (d)................. NR NR 05/29/03 to 05/29/05 $ 3,830,233 11,184 Bridge Information Systems, Inc., Revolving Credit Agreement (a) (d)..................... NR NR 05/29/03 1,789,432 11,716 Mafco Finance Corp., Term Loan............... NR NR 06/15/01 11,649,956 4,938 Outsourcing Solutions, Term Loan............... B2 BB- 06/01/06 4,822,293 10,714 Paul G. Allen, Term Loan.................... NR NR 06/10/03 10,664,068 6,065 Rent-A-Center, Inc., Term Loan............... Ba3 BB- 01/31/06 to 12/31/07 6,034,740 4,975 Risk Management Assurance Co., Term Loan.................... NR NR 12/21/06 4,959,697 7,000 Sovereign Bancorp, Inc., Term Loan............... Ba3 NR 11/14/03 7,022,603 -------------- 50,773,022 -------------- GROCERY 0.6% 399 Fleming Cos., Inc., Term Loan.................... Ba3 BB 07/25/04 384,543 1,141 Fleming Cos., Inc., Revolving Credit Agreement............... Ba3 BB 07/25/03 1,098,198 7,986 Pathmark Stores, Inc., Term Loan............... NR NR 08/31/07 7,940,743 -------------- 9,423,484 -------------- HEALTHCARE 6.4% 3,150 Charles River Laboratories, Inc., Term Loan.................... Ba3 BB- 09/29/07 3,162,420 13,739 Community Health Systems, Inc., Term Loan.................... NR NR 12/31/05 13,625,794 13,042 FHC Health Systems, Inc., Term Loan......... NR NR 04/30/03 to 04/30/06 12,921,599 See Notes to Financial Statements 18 20 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE HEALTHCARE (CONTINUED) $ 1,579 FHC Health Systems, Inc., Revolving Credit Agreement............... NR NR 05/18/03 $ 1,553,565 7,971 Genesis Health Ventures, Inc., Term Loan (a) (c)..................... NR NR 09/30/03 to 06/01/05 4,781,814 2,972 Genesis Health Ventures, Inc., Revolving Credit Agreement (a) (c)....... NR NR 05/30/06 1,783,037 44,213 Integrated Health Services, Inc., Term Loan (a) (c)............ NR NR 09/30/04 15,837,536 2,000 InteliStaf Group, Inc., Term Loan............... NR NR 10/31/07 1,982,561 6,540 Multicare Cos., Inc., Term Loan (a) (c)....... NR NR 09/30/03 to 06/01/05 3,923,942 1,407 Multicare Cos., Inc., Revolving Credit Agreement (a) (c)....... NR NR 09/30/03 844,081 4,964 National Nephrology Associates, Inc., Term Loan.................... B1 B+ 12/31/05 4,933,038 2,904 Sun Healthcare Group, Inc., Term Loan (a) (c)..................... NR NR 11/12/03 871,158 12,555 Sun Healthcare Group, Inc., Revolving Credit Agreement (a) (c)....... NR NR 11/12/03 3,766,462 3,973 Tenet Healthcare Corp., Revolving Credit Agreement............... Ba1 BB+ 01/31/02 3,928,516 28,284 Vencor, Inc., Term Loan (a) (c)................. NR NR 03/31/03 to 01/15/05 27,152,754 -------------- 101,068,277 -------------- HOME & OFFICE FURNISHINGS, HOUSEWARES & DURABLE CONSUMER PRODUCTS 2.3% 7,335 Dal-Tile Group, Inc., Term Loan............... NR NR 12/31/03 7,163,530 5,460 Formica Corp., Term Loan.................... B1 B+ 04/30/06 5,234,979 9,385 Holmes Products Corp., Term Loan............... B1 B+ 02/05/07 8,845,102 See Notes to Financial Statements 19 21 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE HOME & OFFICE FURNISHINGS, HOUSEWARES & DURABLE CONSUMER PRODUCTS (CONTINUED) $ 3,732 Imperial Home Decor Group, Inc., Term Loan (a) (c)................. NR NR 03/12/04 to 03/13/06 $ 309,794 1,246 Imperial Home Decor Group, Inc., Revolving Credit Agreement (a) (c)..................... NR NR 03/12/04 103,402 6,126 Pillowtex Corp., Term Loan (c)................ Caa2 CCC 12/31/04 3,798,277 1,583 Pillowtex Corp., Debtor in Possession (c)....... Caa2 CCC 01/31/02 981,509 426 Sleepmaster, LLC, Term Loan.................... B1 BB- 12/31/06 425,990 1,500 Targus Group International, Inc., Term Loan............... NR NR 08/31/06 1,491,552 4,900 World Kitchen, Inc., Term Loan............... NR NR 10/09/06 3,724,000 4,783 World Kitchen, Inc., Revolving Credit Agreement............... NR NR 04/09/05 3,634,182 -------------- 35,712,317 -------------- HOTELS, MOTELS, INNS & GAMING 5.0% 25,419 Aladdin Gaming, LLC, Term Loan............... B2 NR 03/31/07 to 09/30/08 20,589,294 12,469 Autotote Corp., Term Loan.................... B1 B+ 09/30/07 12,521,654 5,000 Extended Stay America, Inc., Term Loan......... Ba3 NR 06/30/07 5,023,215 992 Isle of Capri Casinos, Inc., Term Loan......... Ba2 BB- 03/02/06 to 03/02/07 996,067 40,000 Wyndham International, Inc., Term Loan......... NR NR 06/30/06 39,500,000 -------------- 78,630,230 -------------- MACHINERY 5.7% 1,497 Alliance Laundry Systems, LLC, Term Loan.................... B1 B+ 06/30/05 1,460,714 25,000 Ashtead Group, PLC, Term Loan.................... NR NR 06/01/07 24,734,375 10,923 Flowserve Corp., Term Loan.................... B1 BB- 06/30/08 10,941,022 See Notes to Financial Statements 20 22 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE MACHINERY (CONTINUED) $ 4,980 Goodman Manufacturing, L.P., Term Loan......... NR NR 07/31/05 $ 4,839,480 15,870 NationsRent, Inc., Term Loan.................... B2 BB- 07/20/06 14,323,699 15,000 Ocean Rig ASA-(Norway), Term Loan............... NR NR 06/01/08 14,116,988 4,758 Thermadyne Manufacturing, LLC, Term Loan.......... B3 B 05/22/05 to 05/22/06 3,948,895 11,875 United Rentals (North America), Inc., Term Loan.................... Ba3 BB+ 06/30/06 11,401,978 2,856 Weigh-Tronix, LLC, Term Loan.................... NR NR 06/30/07 2,838,079 -------------- 88,605,230 -------------- MEDICAL PRODUCTS & SUPPLIES 3.4% 25,000 Alliance Imaging, Inc., Term Loan............... B1 NR 11/02/07 to 11/02/08 24,645,825 18,356 Dade Behring, Inc., Term Loan.................... NR B 06/30/05 to 06/30/07 13,216,203 15,972 Davita, Inc., Term Loan.................... NR NR 03/31/06 15,943,565 -------------- 53,805,593 -------------- MINING, STEEL, IRON & NON-PRECIOUS METALS 3.0% 3,478 CII Carbon, LLC, Term Loan.................... NR NR 06/25/08 3,384,157 9,749 Earle M. Jorgensen, Term Loan.................... Ba3 B+ 03/31/04 9,619,385 38,332 Ispat Inland, Term Loan.................... Ba3 BB- 07/16/05 to 07/16/06 27,598,934 6,930 UCAR International, Inc., Term Loan......... Ba3 BB- 12/30/07 6,853,388 -------------- 47,455,864 -------------- NATURAL RESOURCES 2.0% 25,000 Arch Western Resources, LLC, Term Loan.......... Ba2 NR 05/31/03 24,331,346 7,230 P&L Coal Holdings Corp., Term Loan............... Ba2 NR 06/30/06 7,233,032 -------------- 31,564,378 -------------- See Notes to Financial Statements 21 23 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE NON-DURABLE CONSUMER PRODUCTS 2.1% $ 8,753 American Marketing Industries, Inc., Term Loan.................... NR NR 11/30/04 to 11/30/05 $ 8,152,199 992 American Safety Razor Co., Term Loan.......... B1 B+ 04/30/07 988,734 6,302 Arena Brands, Inc., Term Loan.................... NR NR 06/01/02 6,228,548 18,647 Boyds Collection, Ltd., Term Loan............... Ba3 B+ 04/21/05 17,550,549 -------------- 32,920,030 -------------- PAPER & FOREST PRODUCTS 1.1% 2,616 Bear Island Paper Co., LLC, Term Loan.......... B1 B+ 12/31/05 2,562,927 7,429 Crown Paper Co., Term Loan (c)................ NR NR 06/30/02 3,045,971 6,893 Crown Paper Co., Revolving Credit Agreement (c)........... NR NR 08/22/02 2,826,119 8,700 Pacifica Papers, Inc., Term Loan............... Ba2 BB 03/12/06 8,728,023 -------------- 17,163,040 -------------- PERSONAL & MISCELLANEOUS SERVICES 1.8% 4,347 Coinmach Laundry Corp., Term Loan............... NR BB- 06/30/05 4,339,554 12,903 Encompass Service Corp., Term Loan............... Ba3 BB 05/10/07 12,782,337 2,747 Iron Mountain, Inc., Term Loan............... NR BB 02/28/06 2,769,307 2,505 Professional Service Industries, Inc., Term Loan.................... NR NR 09/16/02 2,135,656 9,455 Telespectrum Worldwide, Inc., Term Loan......... NR NR 12/31/01 to 12/31/03 6,618,034 -------------- 28,644,888 -------------- PHARMACEUTICALS 1.9% 8,000 Advance Paradigm, Inc., Term Loan............... Ba3 BB 09/29/07 8,032,504 7,890 Bergen Brunswig Corp., Term Loan............... NR BB 03/31/06 7,903,278 See Notes to Financial Statements 22 24 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE PHARMACEUTICALS (CONTINUED) $ 3,392 Caremark Rx, Inc., Term Loan.................... B1 BB- 05/31/01 $ 3,382,727 3,085 Endo Pharmaceuticals, Inc., Term Loan......... NR NR 12/31/02 3,000,673 7,000 Shire Pharmaceuticals, Inc., Term Loan......... Ba1 NR 11/19/04 6,935,519 -------------- 29,254,701 -------------- PRINTING & PUBLISHING 7.8% 4,750 21st Century Newspapers, Term Loan............... NR NR 09/15/05 4,726,823 7,000 Advanstar Communications, Inc., Term Loan............... Ba3 B+ 10/11/07 7,006,566 11,414 American Reprographics Co., Term Loan.......... NR NR 03/31/08 11,468,287 8,000 CommerceConnect Media, Inc., Term Loan......... NR NR 12/31/07 7,936,245 4,975 Liberty Group Operating, Inc., Term Loan......... B1 B 03/31/07 4,984,328 6,288 Mail-Well, Inc., Term Loan.................... Ba2 BB 02/22/07 6,256,656 4,887 Medical Arts Press, Inc., Term Loan......... NR NR 05/16/06 4,910,828 8,529 Penton Media, Inc., Term Loan.................... Ba3 BB- 06/30/07 8,313,950 8,128 R.H. Donnelley, Inc., Term Loan............... NR BB 12/05/05 to 12/05/06 8,067,200 9,239 Reiman Publications, LLC, Term Loan.......... NR NR 12/10/05 9,294,445 5,000 Trader.com, Term Loan... NR NR 12/31/06 to 12/31/07 4,991,535 1,973 TWP, Inc., Term Loan.... Ba3 B+ 10/01/04 1,916,640 23,596 Vertis, Inc., Term Loan.................... B1 BB- 12/06/05 23,174,236 13,798 Von Hoffman Press, Inc., Term Loan............... B1 B+ 07/01/04 to 07/01/05 13,621,432 1,995 Vutek, Inc., Term Loan.................... NR NR 06/30/07 1,977,605 3,384 Ziff-Davis Media, Inc., Term Loan............... Ba3 B+ 03/31/07 3,380,670 -------------- 122,027,446 -------------- See Notes to Financial Statements 23 25 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE RESTAURANTS & FOOD SERVICE 2.4% $ 7,500 Captain D's, Inc., Term Loan.................... B2 B+ 12/31/01 $ 6,862,528 1,384 Carvel Corp., Term Loan.................... NR NR 06/30/01 1,365,625 10,169 Domino's Pizza, Inc., Term Loan............... B1 B+ 12/21/06 to 12/21/07 10,217,241 19,761 S.C. International Services, Inc., Term Loan.................... Ba3 NR 03/01/07 18,990,553 -------------- 37,435,947 -------------- RETAIL--OFFICE PRODUCTS 0.3% 8,244 U.S. Office Products Co., Term Loan.......... Caa1 CCC- 06/09/06 5,110,998 -------------- RETAIL--OIL & GAS 1.4% 7,396 Barjan Products, LLC, Term Loan............... NR NR 05/31/06 7,427,997 4,975 Kwik Trip, Term Loan.... NR NR 07/27/07 4,931,622 9,392 The Pantry, Inc., Term Loan.................... B1 BB- 01/31/06 to 07/31/06 9,424,697 -------------- 21,784,316 -------------- RETAIL--SPECIALTY 0.8% 8,246 Josten's, Inc., Term Loan.................... B1 BB- 05/31/06 to 05/31/08 8,248,638 4,960 Mitchell's Management Corp., Term Loan........ NR NR 12/31/07 4,948,899 -------------- 13,197,537 -------------- RETAIL--STORES 3.3% 4,950 CSK Auto, Inc., Term Loan.................... Ba3 BB- 10/31/03 4,492,125 32,083 HMV Media Group, PLC, Term Loan............... B2 BB- 03/28/06 to 09/28/06 28,107,197 18,725 Rite Aid Corp., Term Loan.................... B1 BB- 08/01/02 to 08/15/02 18,449,820 -------------- 51,049,142 -------------- TELECOMMUNICATIONS--LOCAL EXCHANGE CARRIERS 1.9% 5,004 Cincinnati Bell, Inc., Term Loan............... Ba1 BB+ 12/30/06 5,013,670 6,000 McLeodUSA, Inc., Term Loan.................... Ba2 BB- 05/31/08 6,010,002 See Notes to Financial Statements 24 26 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE TELECOMMUNICATIONS--LOCAL EXCHANGE CARRIERS (CONTINUED) $ 7,456 Orius Corp., Term Loan.................... NR B+ 12/14/06 to 12/15/07 $ 7,232,456 12,500 Winstar Communications, Inc., Term Loan......... B2 B+ 09/30/07 11,734,047 -------------- 29,990,175 -------------- TELECOMMUNICATIONS--LONG DISTANCE 1.3% 6,000 Global Crossing Holdings, Ltd., Term Loan.................... Ba1 BBB- 06/30/06 6,010,416 15,000 Pacific Crossing, Ltd., Term Loan............... NR NR 07/28/06 14,231,250 -------------- 20,241,666 -------------- TELECOMMUNICATIONS--PAGING 0.5% 12,690 Arch Wireless, Inc., Term Loan............... B2 B- 06/30/06 8,438,617 10,973 TSR Wireless, LLC, Term Loan (a) (c)............ NR NR 06/30/05 0 -------------- 8,438,617 -------------- TELECOMMUNICATIONS--WIRELESS 10.5% 5,000 American Cellular Corp., Term Loan............... Ba3 BB- 03/31/08 to 03/31/09 4,995,170 7,500 American Tower Corp., Term Loan............... Ba3 BB 01/06/08 7,537,500 25,001 BCP SP Ltd., Term Loan.. NR NR 03/31/02 to 03/31/05 24,504,447 11,712 Microcell Solutions, Inc., Term Loan......... NR NR 03/01/06 11,686,770 13,000 Nextel Finance Co., Term Loan.................... Ba2 BB- 06/30/08 to 12/31/08 13,038,753 5,531 Powertel PCS, Inc., Term Loan.................... NR NR 12/31/05 5,431,567 5,000 Spectrasite Communications, Inc., Term Loan............... B1 B+ 06/30/06 5,014,065 4,134 Sygnet Wireless, Inc., Term Loan............... NR NR 03/23/07 to 12/23/07 4,106,586 31,500 TeleCorp PCS, Inc., Term Loan.................... B2 NR 12/05/07 31,401,562 12,700 Triton PCS, Inc., Term Loan.................... B1 B 05/04/07 12,660,312 See Notes to Financial Statements 25 27 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BANK LOAN PRINCIPAL RATINGS+ AMOUNT -------------- (000) BORROWER MOODY'S S&P STATED MATURITY* VALUE TELECOMMUNICATIONS--WIRELESS (CONTINUED) $30,000 VoiceStream Wireless Corp., Term Loan........ B1 B+ 02/25/08 to 06/30/09 $ 29,735,340 14,500 Western Wireless Corp., Term Loan............... Ba2 BB 09/30/08 14,546,820 -------------- 164,658,892 -------------- TEXTILES & LEATHER 2.0% 8,772 Galey & Lord, Inc., Term Loan.................... Caa2 BB- 04/02/05 to 04/01/06 7,959,824 5,930 Malden Mills Industries, Inc., Term Loan......... B1 NR 10/28/06 5,887,622 17,176 Norcross Safety Products, LLC, Term Loan.................... NR NR 10/02/05 16,854,020 -------------- 30,701,466 -------------- TRANSPORTATION--CARGO 3.2% 16,247 American Commercial Lines, LLC, Term Loan... Ba2 BB- 06/26/06 to 06/26/07 16,261,821 6,067 Atlas Freighter Leasing, Inc., Term Loan......... NR NR 04/20/05 to 04/20/06 5,861,256 8,986 Evergreen International Aviation, Inc., Term Loan.................... NR NR 05/31/02 to 05/02/04 8,952,073 6,500 Kansas City Southern Railway Co., Term Loan.................... Ba1 BB+ 12/30/05 6,512,188 12,870 North American Van Lines, Inc., Term Loan.................... B1 B+ 11/18/07 12,049,538 -------------- 49,636,876 -------------- TRANSPORTATION--RAIL MANUFACTURING 0.7% 4,000 Helm, Inc., Term Loan... NR NR 10/18/06 4,003,752 7,940 RailWorks Corp., Term Loan.................... B3 B 09/30/06 6,590,200 -------------- 10,593,952 -------------- UTILITIES 0.8% 6,147 Global Energy, Inc., Term Loan............... NR NR 07/28/08 8,130,243 5,970 Western Resources, Inc., Term Loan............... NR NR 03/17/03 6,024,727 -------------- 12,154,970 -------------- TOTAL VARIABLE RATE** SENIOR LOAN INTERESTS 121.7%....................... 1,907,840,484 -------------- See Notes to Financial Statements 26 28 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BORROWER VALUE FIXED INCOME SECURITIES 1.5% Satelites Mexicanos ($26,081,000 par, 9.06% coupon, maturing 06/30/04), 144A Private Placement (b)..................... $ 23,342,495 -------------- EQUITIES 0.2% Breed Technologies, Inc. (416,538 common shares) (e)........ 2,361,770 Rowe International, Inc. (87,636 common shares) (e)......... 0 Safelite Glass Corp. (122,963 common shares) (e) (f)........ 373,808 Safelite Realty (8,300 common shares) (e)................... 0 -------------- TOTAL EQUITIES.............................................. 2,735,578 -------------- TOTAL LONG-TERM INVESTMENTS 123.4% (Cost $2,137,612,132)..................................... 1,933,918,557 -------------- SHORT TERM INVESTMENTS 12.6% COMMERCIAL PAPER 7.0% Chevron Phillips Chemical Co., LLC ($10,000,000 par, maturing 02/09/01, yielding 6.65%)........................ 9,985,222 Comdisco, Inc. ($9,000,000 par, maturing 02/09/01, yielding 6.70%).................................................... 8,986,600 ConAgra, Inc. ($21,300,000 par, maturing 02/05/01, yielding 6.60%).................................................... 21,284,380 Temple Inland, Inc. ($22,000,000 par, maturing 02/06/01 to 02/13/01, yielding 6.50% to 6.85%)........................ 21,970,562 Texas Utilities Co. ($23,000,000 par, maturing 02/12/01 to 02/13/01, yielding 6.60% to 6.70%)........................ 22,949,858 TRW, Inc. ($25,000,000 par, maturing 02/06/01, yielding 6.85%).................................................... 24,976,216 -------------- TOTAL COMMERCIAL PAPER...................................... 110,152,838 -------------- SHORT-TERM LOAN PARTICIPATIONS 5.4% Cox Communications, Inc. ($25,000,000 par, maturing 02/01/01, yielding 6.50%)................................. 25,000,000 Federated Department Stores ($7,800,000 par, maturing 02/01/01, yielding 6.50%)................................. 7,800,000 Nisource Finance Corp. ($12,000,000 par, maturing 02/05/01 to 02/09/01, yielding 6.62% to 6.60%)..................... 12,000,000 Tampa Electric Co. ($11,900,000 par, maturing 02/01/01, yielding 5.95%)........................................... 11,900,000 Texas Utilities Co. ($2,000,000 par, maturing 02/01/01, yielding 6.50%)........................................... 2,000,000 WorldCom, Inc. ($25,000,000 par, maturing 02/01/01, yielding 6.75%).................................................... 25,000,000 -------------- TOTAL SHORT-TERM LOAN PARTICIPATIONS........................ 83,700,000 -------------- See Notes to Financial Statements 27 29 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) BORROWER VALUE TIME DEPOSIT 0.2% State Street Bank & Trust Corp. ($3,900,000 par, 5.63% coupon, dated 01/31/01, to be sold on 02/01/01 at $3,900,609)............................................... $ 3,900,000 -------------- TOTAL SHORT-TERM INVESTMENTS 12.6% (Cost $197,752,838)....................................... 197,752,838 -------------- TOTAL INVESTMENTS 136.0% (Cost $2,335,364,970)..................................... 2,131,671,395 BORROWINGS (36.7%)......................................... (575,000,000) OTHER ASSETS IN EXCESS OF LIABILITIES 0.7%................. 11,177,305 -------------- NET ASSETS 100.0%.......................................... $1,567,848,700 ============== NR--Not rated + Bank Loans rated below Baa by Moody's Investor Service, Inc. or BBB by Standard & Poor's Group are considered to be below investment grade. (1) Industry percentages are calculated as a percentage of net assets. (a) This Senior Loan interest is non-income producing. (b) 144A Securities are those which are exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration which are normally transactions with qualified institutional buyers. (c) This borrower has filed for protection in federal bankruptcy court. (d) Subsequent to January 31, 2001, this borrower has filed for protection in federal Bankruptcy court. (e) Non-income producing security as this stock currently does not declare dividends. (f ) Restricted Security * 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. See Notes to Financial Statements 28 30 YOUR TRUST'S INVESTMENTS January 31, 2001 (Unaudited) ** 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 and (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. See Notes to Financial Statements 29 31 FINANCIAL STATEMENTS Statement of Assets and Liabilities January 31, 2001 (Unaudited) ASSETS: Total Investments (Cost $2,335,364,970)..................... $2,131,671,395 Receivables: Interest.................................................. 22,141,537 Investments Sold.......................................... 10,340,807 Other....................................................... 224,103 -------------- Total Assets............................................ 2,164,377,842 -------------- LIABILITIES: Payables: Borrowings................................................ 575,000,000 Custodian Bank............................................ 15,309,516 Investment Advisory Fee................................... 1,616,441 Administrative Fee........................................ 394,411 Affiliates................................................ 27,857 Accrued Interest Expense.................................... 3,122,011 Accrued Expenses............................................ 929,463 Trustees' Deferred Compensation and Retirement Plans........ 129,443 -------------- Total Liabilities....................................... 596,529,142 -------------- NET ASSETS.................................................. $1,567,848,700 ============== NET ASSETS CONSIST OF: Common Shares ($.01 par value with an unlimited number of shares authorized, 180,010,000 shares issued and outstanding).............................................. $ 1,800,100 Paid in Surplus............................................. 1,795,855,431 Accumulated Undistributed Net Investment Income............. 17,173,863 Accumulated Net Realized Loss............................... (43,287,119) Net Unrealized Depreciation................................. (203,693,575) -------------- NET ASSETS.................................................. $1,567,848,700 ============== NET ASSET VALUE PER COMMON SHARE ($1,567,848,700 divided by 180,010,000 shares outstanding)........................... $ 8.71 ============== See Notes to Financial Statements 30 32 Statement of Operations For the Six Months Ended January 31, 2001 (Unaudited) INVESTMENT INCOME: Interest.................................................... $ 116,746,558 Fees........................................................ 1,105,147 ------------- Total Income............................................ 117,851,705 ------------- EXPENSES: Investment Advisory Fee..................................... 10,027,556 Administrative Fee.......................................... 2,359,425 Legal....................................................... 380,429 Custody..................................................... 374,951 Trustees' Fees and Related Expenses......................... 36,613 Other....................................................... 970,230 ------------- Total Operating Expenses................................ 14,149,204 Interest Expense........................................ 22,800,009 ------------- Total Expenses.......................................... 36,949,213 ------------- NET INVESTMENT INCOME....................................... $ 80,902,492 ============= REALIZED AND UNREALIZED GAIN/LOSS: Net Realized Loss........................................... $ (39,939,037) ------------- Unrealized Appreciation/Depreciation: Beginning of the Period................................... (72,339,694) End of the Period......................................... (203,693,575) ------------- Net Unrealized Depreciation During the Period............... (131,353,881) ------------- NET REALIZED AND UNREALIZED LOSS............................ $(171,292,918) ============= NET DECREASE IN NET ASSETS FROM OPERATIONS.................. $ (90,390,426) ============= See Notes to Financial Statements 31 33 Statement of Changes in Net Assets For the Six Months Ended January 31, 2001 and the Year Ended July 31, 2000 (Unaudited) SIX MONTHS ENDED YEAR ENDED JANUARY 31, 2001 JULY 31, 2000 --------------------------------- FROM INVESTMENT ACTIVITIES: Operations: Net Investment Income............................. $ 80,902,492 $ 145,114,337 Net Realized Loss................................. (39,939,037) (3,054,917) Net Unrealized Depreciation During the Period..... (131,353,881) (71,900,633) -------------- -------------- Change in Net Assets from Operations.............. (90,390,426) 70,158,787 -------------- -------------- Distributions from Net Investment Income.......... (78,305,446) (147,076,580) Distributions from Net Realized Gain.............. -0- (1,593,578) -------------- -------------- Total Distributions............................... (78,305,446) (148,670,158) -------------- -------------- NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES...................................... (168,695,872) (78,511,371) NET ASSETS: Beginning of the Period........................... 1,736,544,572 1,815,055,943 -------------- -------------- End of the Period (Including accumulated undistributed net investment income of $17,173,863 and $14,576,817, respectively)...... $1,567,848,700 $1,736,544,572 ============== ============== See Notes to Financial Statements 32 34 Statement of Cash Flows For the Six Months Ended January 31, 2001 (Unaudited) CHANGE IN NET ASSETS FROM OPERATIONS........................ $ (90,390,426) ------------- Adjustments to Reconcile the Change in Net Assets from Operations to Net Cash Used for Operating Activities: Decrease in Investments at Value.......................... 293,195,059 Increase in Investments Sold.............................. (10,340,807) Increase in Interest Receivable........................... (1,983,737) Increase in Other Assets.................................. (53,848) Decrease in Investment Advisory Fees Payable.............. (196,749) Decrease in Administrative Fees Payable................... (46,294) Decrease in Affiliates Payable............................ (174,317) Increase in Accrued Expenses.............................. 288,338 Increase in Trustees' Deferred Compensation and Retirement Plans................................................... 14,296 ------------- Total Adjustments....................................... 280,701,941 ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES................... 190,311,515 ============= CASH FLOWS FROM FINANCING ACTIVITIES: Change in Bank Borrowings................................... (125,000,000) Change in Intra-day Credit Line with Custodian Bank......... 13,924,189 Change in Accrued Interest Expense.......................... (930,258) Cash Dividends Paid......................................... (78,305,446) ------------- Net Cash Used for Financing Activities.................... 190,311,515 ------------- NET DECREASE IN CASH........................................ -0- Cash at Beginning of the Period............................. -0- ------------- CASH AT THE END OF THE PERIOD............................... $ -0- ============= See Notes to Financial Statements 33 35 Financial Highlights (Unaudited) THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED. JUNE 24, 1998 SIX MONTHS YEAR YEAR (COMMENCEMENT ENDED ENDED ENDED OF INVESTMENT JANUARY 31, JULY 31, JULY 31, OPERATIONS) TO 2001 2000 1999 JULY 31, 1998 -------------------------------------------------- NET ASSET VALUE, BEGINNING OF THE PERIOD (a).................................... $ 9.65 $ 10.08 $ 10.07 $ 9.99 -------- -------- -------- -------- Net Investment Income.................. .45 .81 .77 .07 Net Realized and Unrealized Gain/Loss............................ (.95) (.42) -0- .01 -------- -------- -------- -------- Total from Investment Operations......... (.50) .39 .77 .08 -------- -------- -------- -------- Less: Distributions from Net Investment Income............................... .44 .81 .76 -0- Distributions from Net Realized Gains................................ -0- .01 -0- -0- -------- -------- -------- -------- Total Distributions...................... .44 .82 .76 -0- -------- -------- -------- -------- NET ASSET VALUE, END OF THE PERIOD....... $ 8.71 $ 9.65 $ 10.08 $ 10.07 ======== ======== ======== ======== Market Price Per Share at End of the Period................................. $ 8.22 $ 8.7500 $ 9.5625 $10.0625 Total Investment Return at Market Price (b).................................... -1.02%** .61% 2.98% 0.63%** Total Return at Net Asset Value (c)...... -5.36%** 4.10% 7.91% 0.70%** Net Assets at End of the Period (In millions).............................. $1,567.8 $1,736.5 $1,815.1 $1,812.1 Ratio of Operating Expenses to Average Net Assets*............................ 1.69% 1.75% 1.66% 1.18% Ratio of Interest Expenses to Average Net Assets................................. 2.73% 2.49% 2.37% 0.28% Ratio of Net Investment Income to Average Net Assets*............................ 9.68% 8.19% 7.72% 6.94% Portfolio Turnover (d)................... 19%** 57% 28% 3%** * If certain expenses had not been assumed by Van Kampen, Total Return would have been lower and the ratios would have been as follows: Ratio of Operating Expenses to Average Net Assets............................. N/A N/A N/A 1.21% Ratio of Net Investment Income to Average Net Assets............................. N/A N/A N/A 6.90% ** Non-Annualized (a) Net asset value on June 24, 1998 of $10.00 is adjusted for common share offering costs of $.013. (b) Total return based on market price assumes an investment at the 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 stock price at the end of the period indicated. (c) Total return based on net asset value (NAV) assumes an investment at the beginning of the period indicated, reinvestment of all distributions for the period, and sale of all shares at the end of the period, all at NAV. (d) Calculation includes the proceeds from principal repayments and sales of variable rate senior loan interest. N/A=Not Applicable See Notes to Financial Statements 34 36 NOTES TO FINANCIAL STATEMENTS January 31, 2001 (Unaudited) 1. SIGNIFICANT ACCOUNTING POLICIES Van Kampen Senior Income Trust (the "Trust") is registered as a non-diversified closed-end management investment company under the Investment Company Act of 1940, as amended. The Trust's investment objective is 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 24, 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 Variable Rate Senior Loan interests and Other Loan interests (collectively "Loan interests") 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 securities for which reliable market quotes are readily available are valued at the mean of such bid and ask quotes and all other Senior Loans securities and assets of the Trust are valued at fair value in good faith following procedures established by the Board of Trustees. Subject to criteria established by the Trust's Board of Trustees about the availability and reliability of market indicators obtained from independent pricing sources approved by the Board, certain Senior Loans will be valued on the basis of such indicators. Other Senior Loans will be valued by independent pricing sources approved by the Trust's Board of Trustees based upon pricing models developed, maintained and operated by those pricing sources or valued by Van Kampen Investment Advisory Corp. (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 interests. 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 Loan interests in the Trust's portfolio. The fair value of 35 37 NOTES TO FINANCIAL STATEMENTS January 31, 2001 (Unaudited) Senior Loans are reviewed and approved by the Trust's Valuation Committee consistent with a methodology established by the Trust's Trustees. The Trust and Trustees will continue to monitor developments in the Senior Loan market and will make modifications to the current valuation methodology as deemed appropriate. 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. SECURITY TRANSACTIONS Investment transactions are recorded on a trade date basis. Realized gains and losses are determined on an identified cost basis. C. INVESTMENT INCOME 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 security. Other income is comprised primarily of amendment fees. Amendment fees are earned as compensation for agreeing to changes in loan agreements. D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes is required. Net realized gains or losses may differ for financial and tax reporting purposes primarily as a result of post October losses and the deferral of losses relating to wash sale transactions. At January 31, 2001, for federal income tax purposes cost of long- and short-term investments is $2,335,366,365, the aggregate gross unrealized appreciation is $7,573,665 and the aggregate gross unrealized depreciation is $211,268,635 resulting in net unrealized depreciation on long- and short-term investments of $203,694,970. E. 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 to be distributed at least annually to common shareholders. 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 36 38 NOTES TO FINANCIAL STATEMENTS January 31, 2001 (Unaudited) 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 to be 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 Loans in the Trust's portfolio and providing certain services to the holders of the Trust's securities. For the six months ended January 31, 2001, the Trust recognized expenses of approximately $59,900 representing legal services provided by Skadden, Arps, Slate, Meagher, & Flom (Illinois), counsel to the Trust, of which a trustee of the Trust is an affiliated person. Under a Legal Services agreement, the Adviser provides legal services to the Trust. The Adviser allocates the cost of such services to each Trust. For the six months ended January 31, 2001, the Trust recognized expenses of approximately $21,100 representing Van Kampen Investments Inc.'s or its affiliates' (collectively "Van Kampen") cost of providing legal services to the Trust, which are reported as legal expenses in 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 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 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. During the period, the Trust owned shares of the following affiliated companies. Affiliated companies are defined by the Investment Company Act of 1940 as those companies in which a fund holds 5% or more of the outstanding voting securities. REALIZED DIVIDEND MARKET VALUE NAME SHARES* GAIN/(LOSS) INCOME 01/31/01 Rowe International Inc.............. 1,025,280 0 0 $0 * Shares were acquired through the restructuring of Senior loan interests. 3. INVESTMENT TRANSACTIONS During the period, the costs of purchases and proceeds from investments sold and repaid, excluding short-term investments, were $407,149,328 and $634,152,588 respectively. 4. COMMITMENTS Pursuant to the terms of certain of the Variable Rate Senior Loan agreements, the Trust had unfunded loan commitments of approximately $56,531,000 as of 37 39 NOTES TO FINANCIAL STATEMENTS January 31, 2001 (Unaudited) January 31, 2001. The Trust generally will maintain with its custodian short-term investments and/or cash having an aggregate value at least equal to the amount of unfunded loan commitments. 5. 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 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 January 31, 2001, 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) Wachovia.................................................... $14,620 $14,475 Chase Securities............................................ 2,246 2,226 First Union................................................. 1,973 1,917 ------- ------- $18,839 $18,618 ======= ======= 6. BORROWINGS In accordance with its investment policies, the Trust may borrow money for investment purposes in an amount up to approximately 33 1/3% of the Trust's total assets. The Trust has entered into an $800 million revolving credit agreement with VVR Funding LLC, a Delaware limited liability company whose sole purpose is the issuance of commercial paper. VVR has the authority to issue a maximum of $800 million of commercial paper, at a discount, with maturities of up to 180 days, the proceeds of which are used to make advances to the Trust. This revolving credit agreement is secured by the assets of the Trust. For the period ended January 31, 2001, the average daily balance of borrowings under the revolving credit agreement was $673 million with a weighted average interest rate of 6.57%. 38 40 DIVIDEND REINVESTMENT PLAN The Trust offers a Dividend Reinvestment Plan (the "Plan") pursuant to which Common Shareholders who are participants in the Plan may have all distributions of dividends and capital gains automatically reinvested in Common Shares of the Trust. Common Shareholders who elect not to participate in the Plan will receive all distributions of dividends and capital gains in cash paid by check mailed directly to the Common Shareholder by the Trust's dividend disbursing agent. HOW THE PLAN WORKS State Street Bank and Trust Company, as your Plan Agent, serves as agent for the Common Shareholders in administering the Plan. After the Trust declares a dividend or determines to make a capital gains distribution, the Plan Agent will, as agent for the participants, receive the cash payment and use it to buy Common Shares in the open market, on the New York Stock Exchange or elsewhere, for the participants' accounts. The Trust will not issue any new Common Shares in connection with the Plan. All reinvestments are in full and fractional Common Shares, carried to three decimal places. Experience under the Plan may indicate that changes are desirable. Accordingly, the Trust reserves the right to amend or terminate the Plan as applied to any dividend or capital gains distribution paid subsequent to written notice of the change sent to all Common Shareholders of the Trust at least 90 days before the record date for the dividend or distribution. The Plan also may be amended or terminated by the Plan Agent, with the written consent of the Trust, by providing at least 90 days written notice to all Participants in the Plan. COSTS OF THE PLAN The Plan Agent's fees for the handling of the reinvestment of dividends and distributions will be paid by the Trust. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent's open market purchases in connection with the reinvestment of dividends and distributions. No other charges will be made to participants for reinvesting dividends or capital gains distributions, except for certain brokerage commissions, as described above. TAX IMPLICATIONS You will receive tax information annually for your personal records and to help you prepare your federal income tax return. The automatic reinvestment of dividends and capital gains distributions does not relieve you of any income tax which may be payable on dividends or distributions. RIGHT TO WITHDRAW You may withdraw from the Plan at any time by calling 1-800-341-2929 or by writing State Street Bank and Trust Company. If you withdraw, you will receive, without charge, a share certificate issued in your name for all full Common Shares credited to your account under the Plan, and a cash payment will be made for any fractional Common Share credited to your account under the Plan. You may again elect to participate in the Plan at any time by calling 1-800-341-2929 or writing to the Trust at: 2800 Post Oak Blvd. Attn: Closed-End Funds Houston, TX 77056 39 41 TRUST OFFICERS AND IMPORTANT ADDRESSES VAN KAMPEN SENIOR INCOME TRUST BOARD OF TRUSTEES DAVID C. ARCH ROD DAMMEYER HOWARD J KERR THEODORE A. MYERS RICHARD F. POWERS, III* - Chairman HUGO F. SONNENSCHEIN WAYNE W. WHALEN* OFFICERS RICHARD F. POWERS, III* President STEPHEN L. BOYD* Executive Vice President and Chief Investment Officer A. THOMAS SMITH III* Vice President and Secretary JOHN L. SULLIVAN* Vice President, Treasurer and Chief Financial Officer RICHARD A. CICCARONE* JOHN R. REYNOLDSON* MICHAEL H. SANTO* JOHN H. ZIMMERMANN, III* Vice Presidents INVESTMENT ADVISER VAN KAMPEN INVESTMENT ADVISORY CORP. 1 Parkview Plaza P.O. Box 5555 Oakbrook Terrace, Illinois 60181-5555 CUSTODIAN AND TRANSFER AGENT STATE STREET BANK AND TRUST COMPANY c/o EquiServe P.O. Box 43011 Providence, Rhode Island 02940-3011 LEGAL COUNSEL SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 West Wacker Drive Chicago, Illinois 60606 INDEPENDENT AUDITORS DELOITTE & TOUCHE LLP 180 North Stetson Avenue Chicago, Illinois 60601 * "Interested persons" of the Trust, as defined in the Investment Company Act of 1940, as amended. Van Kampen Funds Inc., (C) 2001. All rights reserved. 40