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U.S. Securities and Exchange Commission

October 17, 2002

Karen L. Anderberg
Dechert Price & Rhoads
1775 Eye St. N.W.
Washington. DC 20006-2401

Re: ING Senior Income Fund
File No. TP 02-112

Dear Ms. Anderberg:

In regard to your letter dated October 11, 2002, as supplemented by conversations with the staff, you request an exemption from Rule 102 of Regulation M, to allow ING Senior Income Fund (the "Fund") to conduct a rescission offer while concurrently offering shares to the public at their public offering price. We have attached a copy of your letter to this response to avoid reciting the facts. Unless otherwise noted, each defined term in this letter has the same meaning as defined in your letter.


As a consequence of the continuous offering (Continuous Offering) of the shares (Shares) of the Fund, the Fund is engaged in a distribution of Shares subject to Rule 102 of Regulation M. As a result, bids for or purchases of Shares or any "reference security" by the Fund, or by an "affiliated purchaser" of the Fund, that are not specifically excepted or exempted from the provisions of Rule 102, are prohibited during the "restricted period" specified in Rule 102.1 The Rescission Offer is not eligible for the exception contained in paragraph (b)(2)(ii) of Rule 102 for periodic tender offers conducted by closed-end investment companies.

Nevertheless, based upon your representations and the facts presented, particularly that:

  • the Rescission Offer will be conducted to qualify for the exemption described in Rule 13e-4(h)(6);
  • the Rescission Offer will be directed at a limited number of persons and will not be publicized;
  • Rescission Shares will be repurchased at the price that the buyer paid for the Shares, plus interest; and
  • there is no potential for price manipulation of the Shares because there is no trading market for the Shares, and it is not anticipated that one will develop.

Based on the facts and representations that you have made, the Rescission Offer does not appear to result in any of the abuses that Rule 102 is designed to prevent. Accordingly, on the basis of these facts and representations, but without necessarily concurring in your analysis, the Commission hereby grants the Fund an exemption from Rule 102 of Regulation M pursuant to paragraph (e) thereof to permit the Funds to conduct the Rescission Offer as described.

The foregoing exemption from Rule 102 is based solely on your representations and the facts presented to the staff, and is strictly limited to the application of this rule to the Rescission Offer. In the event that any material change occurs with respect to any of those facts or representations, the Rescission Offer should be discontinued, pending presentation of the facts for our consideration.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 10(b) and 14(e), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the various transactions. The Division expresses no view with respect to any other questions that the rescission offer may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the rescission offer.

For the Commission, by the
Division of Market Regulation,
pursuant to delegated authority,

James A. Brigagliano
Assistant Director

1 The terms "reference security," "affiliated purchaser" and "restricted period" are defined in Rule 100 of Regulation M.

Incoming Letter

The incoming letter is attached in PDF format.


Modified: 02/10/2005