CLOSED-END MUTUAL FUNDS SERVICE AGREEMENT
FOR
TRANSFER AGENCY SERVICES
NUVEEN SENIOR INCOME FUND
October 29, 1999
CLOSED-END MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents
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Section Page
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1. Appointment......................................... 1
2. Representations and Warranties...................... 1
3. Delivery of Documents............................... 2
4. Services Provided................................... 3
5. Fees and Expenses................................... 4
6. Limitation of Liability and Indemnification......... 5
7. Term................................................ 7
8. Notices............................................. 7
9. Waiver.............................................. 8
10. Force Majeure....................................... 8
11. Additional Funds.................................... 8
12. Amendments.......................................... 8
13. Assignment.......................................... 8
14. Severability........................................ 9
15. Governing Law....................................... 9
16. Use of Chase Name................................... 9
17. Confidentiality..................................... 9
18. Massachusetts Business Trust........................ 9
Signatures................................................. 10
CLOSED-END MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents (continued)
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Number of Pages
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Schedule A - Fees and Expenses 2
Schedule B - List of Nuveen Funds and Jurisdictions under
which Funds are Organized 1
Schedule C - Transfer Agency Services Description 3
EXHIBIT Dividend Reinvestment Plan
CLOSED-END MUTUAL FUNDS SERVICE AGREEMENT
(for Transfer Agency Services)
THIS AGREEMENT made as of October 29, 1999 by and between the NUVEEN
SENIOR INCOME FUND (and each other Nuveen fund that, from time to time, in
accordance with Section 11 of this Agreement, may be listed on Schedule B
attached hereto (the Nuveen Senior Income Fund and each other fund individually
hereinafter referred to as the "Fund") and organized under the jurisdictions set
forth on Schedule B, and THE CHASE MANHATTAN BANK ("Chase"), a New York banking
corporation.
W I T N E S S E T H:
WHEREAS, Fund is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Fund wishes to contract with Chase to provide certain
services with respect to Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. Fund hereby appoints Chase to provide services for Fund,
as described hereinafter, subject to the supervision of the Board of Directors
or Trustees of Fund (the "Board"), for the period and on the terms set forth in
this Agreement. Chase accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Section
5 of and Schedule A to this Agreement.
2. Representations and Warranties.
(a) Chase represents and warrants to Fund that:
(i) Chase is a corporation, duly organized and existing as a
banking corporation under the laws of the State of New York;
(ii) Chase is duly qualified to carry on its business in the
State of New York;
(iii) Chase is empowered under applicable laws and by its
charter and by-laws to enter into and perform the services described in
this Agreement;
(iv) all requisite corporate action has been taken to authorize
Chase to enter into and perform this Agreement;
(v) Chase has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties
and obligations hereunder;
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(vi) no legal or administrative proceedings have been instituted
or threatened against Chase which would impair Chase's ability to perform
its duties and obligations under this Agreement; and
(vii) Chase's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of Chase or any law or regulation applicable to Chase;
(b) Fund represents and warrants to Chase that:
(i) Fund is a duly organized and existing and in good standing
under the laws of the jurisdiction set forth after its name on Schedule B
attached hereto;
(ii) Fund is empowered under applicable laws and by its charter
document and by-laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize
Fund to enter into and perform this Agreement;
(iv) Fund is an investment company properly registered under the
1940 Act;
(v) a registration statement under the Securities Act of 1933,
as amended ("1933 Act") and the 1940 Act on Form N-2 has been filed and
will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will have
been made and will be current during the term of this Agreement;
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair Fund's ability to perform its duties and
obligations under this Agreement;
(vii) Fund's registration statement complies in all material
respects with the 1933 Act and the 1940 Act (including the rules and
regulations thereunder) and none of Fund's prospectuses and/or statements
of additional information contain any untrue statement of material fact or
omit to state a material fact necessary to make the statements therein not
misleading; and
(viii) Fund's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of Fund or any law or regulation applicable to it.
3. Delivery of Documents. Fund will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that
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Chase may request or require to properly discharge its duties. Such documents
may include but are not limited to the following:
(i) Resolutions of the Board authorizing the appointment of
Chase to provide certain services to Fund and approving this Agreement;
(ii) Fund's charter document;
(iii) Fund's by-laws;
(iv) Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(v) Fund's registration statement including exhibits, as
amended, on Form N-2 (the "Registration Statement") under the 1933 Act and
the 1940 Act, as filed with the SEC;
(vi) Copies of the Investment Advisory Agreement between Fund
and its investment adviser (the "Advisory Agreement");
(vii) Opinions of counsel and auditors' reports;
(viii) Fund's prospectus(es) and statement(s) of additional
information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto (such Prospectus(es)
and Statement(s) of Additional Information and supplements thereto, as
presently in effect and as from time to time hereafter amended and
supplemented, herein called the "Prospectuses"); and
(ix) Such other agreements as Fund may enter into from time to
time including securities lending agreements, futures and commodities
account agreements, brokerage agreements and options agreements.
4. Services Provided.
(a) Chase will provide the following services:
(i) Transfer Agency (A description of this service is contained
in Schedule C to this Agreement.)
(b) Chase will also:
(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of Chase or a
corporate affiliate of Chase);
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(ii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iii) furnish equipment and other materials, which are necessary
or desirable for provision of the services contemplated herein; and
(iv) keep records relating to the services provided hereunder in
such form and manner as Chase may deem appropriate or advisable. To the
extent required by Section 31 of the 1940 Act and the rules thereunder,
Chase agrees that all such records prepared or maintained by Chase relating
to the services provided hereunder will be preserved for the periods
prescribed under Rule 31a-2 under the 1940 Act, maintained at Fund's
expense, and copies of such records shall be made available in accordance
with such Section and rules.
5. Fees and Expenses.
(a) As compensation for the services rendered to Fund pursuant to
this Agreement Fund shall pay Chase monthly fees determined as set forth in
Schedule A to this Agreement. Such fees are to be billed monthly and shall be
due and payable upon receipt of the invoice. Upon any termination of the
provision of services under this Agreement before the end of any month, the fee
for the part of the month before such termination shall be prorated according to
the proportion which such part bears to the full monthly period and shall be
payable upon the date of such termination.
(b) For the purpose of determining fees calculated as a function of
Fund's assets, the value of Fund's assets and net assets shall be computed as
required by its currently effective Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) Fund may request additional services, additional processing, or
special reports, with such specifications, requirements and documentation as may
be reasonably required by Chase. If Chase elects to provide such services or
arrange for their provision, it shall be entitled to additional fees and
expenses as the parties may mutually agree.
(d) Chase will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein or as
agreed to by the parties. Fund agrees to promptly reimburse Chase for any
services, equipment or supplies and the like ordered by or for Fund through
Chase and for any other expenses that Chase may incur on Fund's behalf at Fund's
request or as consented to by Fund. Expenses that may be incurred by Chase and
that are to be borne by Fund, include, but are not limited to: taxes; interest;
brokerage fees and commissions; salaries and fees of officers, directors, or
trustees who are not officers, directors, shareholders or employees of Chase, or
Fund's distributor; postage, printing and mailing costs for all statements,
reports and communications; costs of share certificates; advisory fees; charges
and expenses of pricing and data services, independent public accountants and
custodians; insurance premiums including fidelity bond premiums; legal expenses;
consulting fees; customary bank charges and fees; clearing and processing
charges of clearing corporations; expenses of printing and production costs of
shareholders' reports and proxy statements and materials; expenses of
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proxy solicitation and annual meetings; costs and expenses of Fund stationery
and forms; customer service and other telephone expenses; costs and expenses of
telephone and data lines and devices which are specially requested by Fund;
costs associated with corporate or trust, shareholder, and Board meetings; trade
association dues and expenses; reprocessing costs to Chase caused by third party
errors; all expenses for microfilm, fiche, imaging and other data and record
storage costs; and any extraordinary expenses and other customary Fund expenses.
(e) All fees, out-of-pocket expenses, or additional charges of Chase
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
(f) Chase will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days from the date of the
statement shall bear interest, from the date of the statement to the date of
repayment to Chase by Fund, at Chase's Prime Rate (as announced by Chase from
time to time) plus two percent per year, and all costs and expenses of effecting
collection of any such sums, including reasonable attorney's fees, shall be paid
by Fund to Chase.
(g) In the event that Fund is more than sixty (60) days delinquent in
payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by Fund),
this Agreement may be terminated upon thirty (30) days' written notice to Fund
by Chase. Fund must notify Chase in writing of any disputed amounts within
thirty (30) days of its receipt of the billing for such amounts. Amounts
disputed in good faith are not due and payable while they are being
investigated.
6. Limitation of Liability and Indemnification.
(a) Chase shall use reasonable care in performing its duties
under this Agreement. Chase shall not be in violation of this Agreement with
respect to any matter as to which it has satisfied its duty of reasonable care.
(b) Chase shall indemnify Fund for its direct damages, excluding
attorneys fees and costs, to the extent they result from Chase's negligence or
willful misconduct in performing its duties as set out in this Agreement.
Nevertheless, under no circumstances shall Chase be liable for any indirect,
consequential or special damages (including, without limitation, lost profits)
of any form, whether or not foreseeable and regardless of the type of action in
which such a claim may be brought.
(c) Without limiting subsections (a) and (b) above, Chase shall
not be responsible for, and Fund shall indemnify and hold Chase harmless from
and against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities incurred by Chase, any of its
agents, or Fund's agents in the performance of its/their duties hereunder,
including but not limited to those arising out of or attributable to:
(i) any and all actions of Chase or its officers or agents
required to be taken pursuant to this Agreement;
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(ii) the reasonable reliance on or use by Chase or its officers
or agents of information, records, or documents which are received by
Chase or its officers or agents and furnished to it or them by or on
behalf of Fund, and which have been prepared or maintained by Fund or
any third party on behalf of Fund;
(iii) Fund's refusal or failure to comply with the terms of this
Agreement or Fund's lack of good faith, or its actions, or lack
thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of Fund
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with
investors and shareholders, or reliance by Chase on telephone or other
electronic instructions of any person acting on behalf of a
shareholder or shareholder account for which telephone or other
electronic services have been authorized;
(vi) the reliance by Chase, its officers or agents on any share
certificates which are reasonably believed to bear the proper manual
or facsimile signatures of the officers of Fund;
(vii) any delays, inaccuracies, errors in or omissions from
information or data provided to Chase by data, corporate action
pricing services or securities brokers and dealers;
(viii) the offer or sale of shares by Fund in violation of any
requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any
stop order or other determination or ruling by any Federal agency or
any state agency with respect to the offer or sale of such shares in
such state (1) resulting from activities, actions, or omissions by
Fund or its other service providers and agents, or (2) existing or
arising out of activities, actions or omissions by or on behalf of
Fund prior to the effective date of this Agreement;
(ix) any failure of Fund's registration statement to comply with
the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of
a material fact or omission of a material fact necessary to make any
statement therein not misleading in a Fund's prospectuses;
(x) the actions taken by Fund, its investment adviser, and its
distributor in compliance with applicable securities, tax, commodities
and other laws, rules and regulations, or the failure to so comply;
and
(xi) all actions, inactions, omissions, or errors caused by
third parties to whom Chase or Fund have assigned any rights and/or
delegated any duties under
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this Agreement at the request of or as required by Fund, its
investment advisers, distributor, administrator or sponsor.
Notwithstanding subsection (a) above, it is expressly understood and
agreed that Chase has no duty or obligation of reasonable care with respect to
any of the activities described in clauses (iii), (iv), (vii), (viii), (ix), (x)
or (xi) of this subsection (c).
(d) Chase is authorized to act under this Agreement (or to refrain
from taking action) in accordance with the instructions received by Chase from
Fund and its officers, employees, investors, shareholders, agents and service
providers which Chase reasonably believes to be genuine, valid and authorized
("Authorized Persons"), via telephone, facsimile transmission, or other
teleprocess or electronic instruction system acceptable to Chase
("Instructions"). Chase will have no responsibility for the authenticity or
propriety of any Instructions that Chase believes in good faith to have been
given by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions that Chase may specify. Fund
authorizes Chase to accept and act upon any Instructions received by it from
Authorized Persons without inquiry. Fund will indemnify Chase against, and hold
it harmless from, any losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities incurred by Chase or any of its
agents that may be imposed on, incurred by, or asserted against Chase or its
agents as a result of any action or omission taken in accordance with any
Instructions or other directions upon which Chase is authorized to rely under
the terms of this Agreement.
7. Term.
(a) This Agreement shall become effective on the date first
hereinabove written. The Agreement may be modified or amended from time to time
by mutual agreement between the parties hereto. This Agreement shall continue in
effect until terminated by either party on prior written notice to the other
party as hereinafter provided. The terminating party in such notice to the other
party shall specify the date of termination, which shall be at least 90 days
after the date of the notice. Upon termination of this Agreement, Fund shall pay
to Chase such compensation and any reasonable out-of-pocket or other
reimbursable expenses which may become due or payable under the terms of this
Agreement as of the date of termination or after the date that the provision of
services ceases, whichever is later. If Fund terminates this Agreement for any
reason during its first year, Fund shall reimburse Chase, in accordance with
Schedule A, for any start-up costs incurred by Chase that are not otherwise
payable by Fund under Section 5 of this Agreement.
(b) Sections 5 and 6 hereof shall survive the termination of this
Agreement with respect to any obligations of the parties under this
Agreement.
8. Notices. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service or otherwise) or upon confirmed receipt of
telex or facsimile, whichever occurs first, or upon receipt if by mail to the
parties at the following address (or such other address as a party may specify
by notice to the other):
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If to Fund:
Xxxx Nuveen & Co., Incorporated
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Fund Controller
Fax: (000) 000-0000
If to Chase:
Xxx Xxxxx Xxxxxxxxx Xxxx
0 Xxx Xxxx Plaza
Nuveen Customer Service, 3rd floor
New York, New York 10004-2413
Attention: Nuveen Relationship Manager
9. Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
10. Force Majeure. Chase shall have no liability for any damage, loss,
expense or liability of any nature that Fund may suffer or incur, caused by an
act of God, fire, flood, civil or labor disturbance, war, act of any
governmental authority or other act or threat of any authority (de jure or de
facto), legal constraint, fraud or forgery (except to the extent attributable to
the acts of Chase employees or agents), malfunction of equipment or software
(except to the extent such malfunction is primarily attributable to Chase's
negligence in maintaining the equipment or software), failure of or the effect
of rules or operations of any external funds transfer system, inability to
obtain or interruption of external communications facilities, or any cause
beyond the reasonable control of Chase. Chase shall use reasonable efforts to
minimize the likelihood of any damage, loss of data, delays and errors resulting
from uncontrollable events, and should such damage, loss of data, delays or
errors occur, Chase shall use its reasonable efforts to mitigate the effects of
such occurrence.
11. Additional Funds. In the event that Xxxx Nuveen & Company Incorporated
sponsors additional closed-end management companies with respect to which it
desires Chase to provide services under the terms of this Agreement, it shall so
notify Chase in writing, and if Chase agrees in writing to provide such
services, such Fund or Funds shall be subject to the terms of this Agreement and
Schedules A, B and C shall be modified accordingly.
12. Amendments. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
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13. Assignment. Except as hereunder provided, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party, which consent shall not be unreasonably
withheld. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns. Chase may, with
notice to Fund but without its prior consent, assign this Agreement or its
rights or obligations hereunder to any subsidiary or affiliate of Chase.
14. Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK.
16. USE OF CHASE NAME. Fund shall not use Chase's name in any offering
material, Shareholder report, advertisement or other material relating to Fund,
other than for the purpose of merely identifying and describing the functions of
Chase hereunder, in a manner not approved by Chase in writing prior to such use;
provided, however, that Chase shall consent to all uses of its name required by
the Securities and Exchange Commission, any state securities commission, or any
federal or state regulatory authority; and provided, further, that in no case
will such approval be unreasonably withheld.
17. CONFIDENTIALITY. The information contained in the attached Schedule A
entitled Transfer Agency Fees and Expenses (the "Fee Schedule") is confidential
and proprietary in nature. By receiving this Agreement, Fund agrees that none of
its trustees, officers, employees, or agents, without the prior written consent
of Chase, will divulge, furnish or make accessible to any third party, except as
required by law or any regulatory authority or as permitted by the next
sentence, any part of the Fee Schedule or information in connection therewith
which has been or may be made available to it. Fund agrees that it will limit
access to the Fee Schedule and such information to only those officers or
employees with responsibilities for analyzing the Agreement, to its counsel, to
such independent consultants hired expressly for the purpose of assisting in
such analysis, and to governmental agencies. In addition, Fund agrees that any
person to whom such information is properly disclosed shall be informed of the
confidential nature of the Fee Schedule and the information relating thereto,
and shall be directed to treat the same appropriately. The terms set forth in
this Section 17 shall continue for two years after termination.
18. MASSACHUSETTS BUSINESS TRUST. The Fund's Declaration of Trust is on
file with the Secretary of the Commonwealth of Massachusetts. This Agreement is
executed on behalf of Fund by Fund's officers as officers and not individually
and the obligations imposed upon Fund by this Agreement are not binding upon any
of Fund's Trustees, officers or shareholders individually but are binding only
upon the assets and property of Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
[remainder of page intentionally left blank. Next page is signature page]
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NUVEEN SENIOR INCOME FUND
By:
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Name:
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Title:
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THE CHASE MANHATTAN BANK
By:
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Name:
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Title:
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