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EXHIBIT k.4
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NUVEEN BROKER-DEALER AGREEMENT
BASIC TERMS FOR ACTING AS A BROKER-DEALER
Relating to
TAXABLE AUCTIONED PREFERRED SHARES
, 2000
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TABLE OF CONTENTS
Page
1. Definitions and Rules of Construction....................................................................1
1.1 Terms Defined by Reference to Statement.........................................................1
1.2 Terms Defined Herein............................................................................1
1.3 Rules of Construction...........................................................................2
2. The Auction..............................................................................................2
2.1 Purposes; Incorporation by Reference of Auction Procedures and Settlement Procedures............2
2.2 Preparation of Each Auction.....................................................................2
2.3 Auction Schedule; Method of Submission of Order.................................................3
2.4 Notices of Auction Results......................................................................5
2.5 Designation of Special Rate Period..............................................................5
2.6 Service Charge to be Paid to BD.................................................................5
2.7 Settlement......................................................................................6
3. The Auction Agent........................................................................................7
3.1 Duties and Responsibilities.....................................................................7
3.2 Rights of the Auction Agent.....................................................................7
3.3 Auction Agent's Disclaimer......................................................................7
4. Miscellaneous............................................................................................7
4.1 Termination.....................................................................................7
4.2 Participant in Securities Depository............................................................7
4.3 Communications..................................................................................7
4.4 Entire Agreement................................................................................8
4.5 Benefits........................................................................................8
4.6 Amendment; Waiver...............................................................................8
4.7 Successors and Assigns..........................................................................8
4.8 Severability....................................................................................8
4.9 Execution in Counterparts.......................................................................9
4.10 Governing Law...................................................................................9
4.11 Declaration of Trust............................................................................9
EXHIBITS
EXHIBIT A - Settlement Procedures
EXHIBIT B - Nuveen Senior Income Fund Taxable Auctioned Preferred Shares, Series TH
("TAPS") Order Form
EXHIBIT C - Nuveen Senior Income Fund Taxable Auctioned Preferred Shares, Series TH
("TAPS") Transfer Form
EXHIBIT D - Nuveen Senior Income Fund Taxable Auctioned Preferred Shares, Series TH
("TAPS") Notice of a Failure to Deliver
EXHIBIT E - Form of Broker-Dealer Request and Acceptance Letter
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These basic terms ("Basic Terms") set forth the general terms and
conditions pursuant to which a broker-dealer identified in a Requested
Acceptance Letter (together with its successors and assigns, a "BD") will act as
a broker-dealer for Taxable Auctioned Preferenced Shares ("TAPS") issued by
investment companies, now or hereafter organized, registered under the
Investment Company Act of 1940, as amended (the "Funds"), for which Nuveen
Senior Loan Asset Management, Inc. (the "Adviser") is the investment adviser.
Each Fund has issued or may issue shares of TAPS, pursuant to its
Declaration of Trust, as amended or supplemented by the Statement of such Fund.
A bank or trust company specified in the Request and Acceptance Letter will act
as the auction agent (the "Auction Agent") of such Fund pursuant to authority
granted it in the Auction Agency Agreement.
The Statement of each Fund will provide that, for each Subsequent Rate
Period of any series of TAPS of such Fund then outstanding, the Applicable Rate
for such series for such Subsequent Rate Period shall, except under certain
conditions, be the rate per annum that the Auction Agent of such Fund advises
results from implementation of the Auction Procedures for such series. The Board
of Trustees of each Fund will adopt a resolution appointing the Auction Agent as
auction agent for purposes of the Auction Procedures for each series of TAPS of
such Fund.
The Auction Procedures of each Fund will require the participation of one
or more Broker-Dealers for each series of TAPS of such Fund. BD will act as a
Broker-Dealer for each series of TAPS of each Fund.
1. Definitions and Rules of Construction.
1.1 Terms Defined by Reference to Statement. Capitalized terms not defined
herein shall have the respective meanings specified in the Statement.
1.2 Terms Defined Herein. As used herein and in the Settlement
Procedures, the following terms shall have the following meanings, unless the
context otherwise requires:
(a) "Agreement", with respect to any Fund, shall mean the Basic Terms,
together with the Request and Acceptance Letter relating to one or more
series of TAPS of such Fund.
(b) "Auction" shall have the meaning specified in Section 2.1 hereof.
(c) "Auction Agent Agreement" shall mean the Auction Agent Agreement
between the Fund and the Auction Agent dated as of , 2000 relating to the
TAPS.
(d) "Auction Procedures" shall mean the auction procedures constituting
Part II of the Statement.
(e) "Authorized Officer" shall mean each Senior Vice President, Vice
President, Assistant Vice President, Assistant Treasurer and Assistant
Secretary of the Auction Agent assigned to its Corporate Trust and Agency
Group and every other officer or employee of the Auction Agent designated
as an "Authorized Officer" for purposes of this Agreement in a
communication to the BD.
(f) "BD Officer" shall mean each officer or employee of BD designated
as a "BD Officer" for purposes of this Agreement in a communication to the
Auction Agent.
(g) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a
Broker-Dealer.
(h) "Existing Holder" shall have the meaning set forth in the
Statement, and for purposes of this Broker-Dealer Agreement and with
respect to the Auction Procedures as referred to in this Agreement, shall
also include, as the circumstances may require, a Person who is listed as
the beneficial owner of TAPS in the records of a Broker-Dealer.
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(i) "Potential Holder" shall have the meaning set forth in the
Statement, and for purposes of this Broker-Dealer Agreement and with
respect to the Auction Procedures as referred to in this Agreement, shall
also include, as the circumstances may require, any other Person, including
any Existing Holder of shares of TAPS, who may be interested in acquiring
shares of TAPS (or, in the case of an Existing Holder, additional shares of
TAPS).
(j) "Request and Acceptance Letter" shall mean the letter from the
Fund, Adviser and Auction Agent to BD pursuant to which the BD is appointed
as a Broker Dealer for each series of TAPS issued by a Fund.
(k) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit A.
(l) "Statement," shall mean the Statement Establishing and Fixing the
Rights and Preferences of Taxable Auctioned Preferred Shares.
1.3 Rules of Construction. Unless the context or use indicates another or
different meaning or intent, the following rules shall apply to the construction
of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for the convenience of
reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof", "herein", "hereto", and other words of
similar import refer to this agreement as a whole.
(d) All references herein to a particular time of day shall be to New
York City time.
2. The Auction.
2.1 Purposes; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) The provisions of the Auction Procedures will be followed by the
Auction Agent for the purpose of determining the Applicable Rate for any
Dividend Period of any series of TAPS for which the Applicable Rate is to
be determined by an Auction. Each periodic operation of such procedures is
hereinafter referred to as an "Auction".
(b) All of the provisions contained in the Auction Procedures and the
Settlement Procedures are incorporated herein by reference in their
entirety and shall be deemed to be a part hereof to the same extent as if
such provisions were fully set forth herein.
(c) The BD agrees to act as, and assumes the obligations of, and
limitations and restrictions placed upon, a Broker-Dealer under this
Agreement for each series of TAPS. The BD understands that other Persons
meeting the requirements specified in the definition of "Broker-Dealer"
contained in the Auction Procedures may execute Broker-Dealer Agreements
and participate as Broker-Dealers in Auctions.
2.2 Preparation of Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for the TAPS, the
Auction Agent shall advise the Broker-Dealers for such series by telephone
of the Minimum Rate and Maximum Rate therefor and the AA Composite
Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may
be, used in determining the Minimum Rate and Maximum Rate.
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(b) In the event that any Auction Date for the TAPS shall be changed
after the Auction Agent has given the notice referred to in clause (vi) of
paragraph (a) of the Settlement Procedures, or after the notice referred to
in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means
as the Auction Agent deems practicable shall give notice of such change to
the BD not later than the earlier of 9:15 A.M. on the new Auction Date or
9:15 A.M. on the old Auction Date. [Thereafter, the BD shall notify
customers of the BD who the BD believes are Existing Holders of shares of
TAPS of such change in the Auction Date.]
(c) For purposes of maintaining its list of Existing Holders, the
Auction Agent for any series of TAPS from time to time may request any
Broker-Dealer to provide such Auction Agent with a list of Persons who such
Broker-Dealer believes should be Existing Holders based upon inquiries of
those Persons such Broker-Dealer believes are Beneficial Owners as a result
of the most recent Auction and with respect to each such Person, the number
of shares of such series of TAPS such Broker-Dealer believes are owned by
such Person. BD shall comply with any such request relating to a series of
TAPS in respect of which BD was named a Broker-Dealer, and the Auction
Agent shall keep confidential any such information so provided by BD and
shall not disclose any information so provided by BD to any Person other
than the Fund and BD.
(d) BD agrees to maintain a list of customers relating to a series of
TAPS and to use its best efforts, subject to existing laws and regulations,
to contact the customers on such list whom BD believes may be interested in
participating in the Auction on each Auction Date, as a Potential Holder or
a Potential Beneficial Owner, for the purposes set forth in the Auction
Procedures. Nothing herein shall require BD to submit an Order for any
customer in any Auction.
(e) The Auction Agent's registry of Existing Holders of shares of a
series of TAPS shall be conclusive and binding on BD. BD may inquire of the
Auction Agent between 3:00 P.M. on the Business Day preceding an Auction
for shares of a series of TAPS and 9:30 A.M. on the Auction Date for such
Auction to ascertain the number of shares of such series in respect of
which the Auction Agent has determined BD to be an Existing Holder. If BD
believes it is the Existing Holder of fewer shares of such series than
specified by the Auction Agent in response to BD's inquiry, BD may so
inform the Auction Agent of that belief. BD shall not, in its capacity as
Existing Holder of shares of such series, submit Orders in such Auction in
respect of shares of such series covering in the aggregate more than the
number of shares of such series specified by the Auction Agent in response
to BD's inquiry.
2.3 Auction Schedule; Method of Submission of Order.
(a) The Auction Agent shall conduct Auctions for TAPS in accordance
with the schedule set forth below. Such schedule with respect to any series
of TAPS of the Fund may be changed by the Auction Agent for such series
with the consent of the Fund, which consent shall not be unreasonably
withheld. The Auction Agent shall give written notice of any such change to
each Broker-Dealer of such series. Such notice shall be given prior to the
close of business on the Business Day next preceding the first Auction Date
on which such change shall be effective.
Time Event
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By 9:30 A.M. Auction Agent for such series advises the Fund
and the Broker-Dealers for such series of the applicable
Minimum Rate and Maximum Rate and the Reference Rate(s) used
in determining such Minimum Rate and Maximum Rate as set
forth in Section 2.2(a) hereof.
9:30 A.M.-1:30 P.M. Auction Agent assembles information communicated to
it by Broker-Dealers as provided in Section 2(a)of the
Auction Procedures of the Fund. Submission Deadline is
1:30 P.M.
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Time Event
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Not earlier than 1:30 P.M. Auction Agent makes determinations
pursuant to Section 3(a) of
the Auction Procedures.
By approximately 3:00 P.M. Auction Agent advises the Fund
of results of Auction as
provided in Section 3(b) of
the Auction Procedures.
Submitted Bids and Submitted
Sell Orders are accepted and
rejected and shares of such
series of TAPS allocated as
provided in Section 4 of the
Auction Procedures.
Auction Agent gives notice of
Auction results as set forth
in Section 2.4(a) hereof.
(b) BD shall submit Orders to the appropriate Auction Agent in writing
substantially in the form attached hereto as Exhibit B. BD shall submit a
separate Order to such Auction Agent for each Potential Holder or Existing
Holder with respect to whom BD is submitting an Order and shall not otherwise
net or aggregate such Orders prior to their submission to such Auction Agent.
(c) BD shall deliver to the appropriate Auction Agent (i) a written notice
in substantially the form attached hereto as Exhibit C of transfers of shares of
TAPS to BD from another Person other than pursuant to an Auction and (ii) a
written notice substantially in the form attached hereto as Exhibit D, of the
failure of any shares of TAPS to be transferred to or by any Person that
purchased or sold shares of TAPS through BD pursuant to an Auction. Such Auction
Agent is not required to accept any such notice described in clause (i) for an
Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business
Day preceding such Auction.
(d) BD and other Broker-Dealers may submit Orders in Auctions for their own
accounts (including Orders for their own accounts where the Order is placed
beneficially for a customer) unless the relevant Fund shall have notified BD and
all other Broker-Dealers that they may no longer do so, in which case
Broker-Dealers may continue to submit Hold Orders and Sell Orders for their own
accounts.
(e) BD agrees to handle its customers' orders in accordance with its duties
under applicable securities laws and rules.
(f) To the extent that pursuant to Section 4 of the Auction Procedures of
any Fund, BD continues to hold, sells, or purchases a number of shares that is
fewer than the number of shares in an Order submitted by BD to the Auction Agent
in which BD designated itself as an Existing Holder or Potential Holder in
respect of customer Orders, BD shall make appropriate pro rata allocations among
its customers for which it submitted Orders of similar tenor. If as a result of
such allocations, any Beneficial Owner would be entitled or required to sell, or
any Potential Beneficial Owner would be entitled or required to purchase, a
fraction of a share of TAPS on any Auction Date, BD shall, in such manner as it
shall determine in its sole discretion, round up or down the number of shares of
TAPS to be purchased or sold on such Auction Date by any Beneficial Owner or
Potential Beneficial Owner on whose behalf BD submitted an Order so that the
number of shares so purchased or sold by each such Beneficial Owner or Potential
Beneficial Owner on such Auction Date shall be whole shares of TAPS.
2.4 Notices of Auction Results.
(a) On each Auction Date for TAPS, the Auction Agent shall notify BD by
telephone of the results of the Auction as set forth in paragraph (a) of the
Settlement Procedures. By approximately 11:30 a.m.,
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on the Business Day next succeeding such Auction Date, the Auction Agent shall
confirm to BD in writing the disposition of all Orders submitted by BD in such
Auction.
(b) BD shall notify each Existing Holder or Potential Holder on whose
behalf BD has submitted an Order as set forth in paragraph (a) of the Settlement
Procedures and take such other action as is required of BD pursuant to the
Settlement Procedures.
2.5 Designation of Special Rate Period.
(a) If the Fund delivers to the Auction Agent a notice of the Auction Date
for any series of TAPS for a Dividend Period thereof that next succeeds a
Dividend Period that is not a Standard Rate Period in the form of Exhibit D to
the Auction Agent Agreement, the Auction Agent shall deliver such notice to BD
as promptly as practicable after its receipt of such notice from the Fund.
(b) If the Board of Trustees proposes to designate any succeeding Dividend
Period of any series of TAPS as a Special Rate Period and the Fund delivers to
the Auction Agent a notice of such proposed Special Rate Period in the form of
Exhibit D to the Auction Agent Agreement, the Auction Agent shall deliver such
notice to BD as promptly as practicable after its receipt of such notice from
the Fund.
(c) If the Board of Trustees determines to designate such succeeding
Dividend Period as a Special Rate Period and the Fund delivers to the Auction
Agent a notice of such Period in the form of Exhibit E to the Auction Agent
Agreement not later than [11:30 a.m.] [3:00 p.m.] on the second Business Day
next preceding the first day of such proposed Special Rate Period, the Auction
Agent shall deliver such notice to BD not later than 3:00 p.m. on such Business
Day.
(d) If the Fund shall deliver to the Auction Agent a notice not later than
[3:00 p.m.] on the second Business Day next preceding the first day of any
Dividend Period stating that the Fund has determined not to exercise its option
to designate such succeeding Dividend Period as a Special Rate Period, in the
form of Exhibit G to the Auction Agent Agreement, or shall fail to timely
deliver either such notice or a notice in the form of Exhibit H to the Auction
Agent Agreement, the Auction Agent shall deliver a notice in the form of Exhibit
G to the Auction Agent Agreement to BD not later than 3:00 p.m. on such Business
Day.
2.6 Service Charge to be Paid to BD.
On the Business Day next succeeding each Auction Date for any series of
TAPS of any Fund, the Auction Agent for such series shall pay to BD from moneys
received from such Fund an amount equal to the product of (a) (i) in the case of
any Auction Date immediately preceding a Rate Period of such series consisting
of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction
Date immediately preceding a Rate Period of such series consisting of more than
364 Rate Period Days, such percentage as may be agreed upon by such Fund and BD
with respect to such Rate Period, times (b) a fraction, the numerator of which
is the number of Rate Period Days in the Rate Period therefor beginning on such
Business Day and the denominator of which is 365 if such Rate Period consists of
[28] Rate Period Days and 360 for all other Rate Periods, times (c) $25,000
times (d) the sum of (i) the aggregate number of shares of such series placed by
BD in such Auction that were (A) the subject of Submitted Bids of Existing
Holders submitted by BD and continued to be held as a result of such submission
and (B) the subject of Submitted Bids of Potential Holders submitted by BD and
purchased as a result of such submission plus (ii) the aggregate number of
shares of such series subject to valid Hold Orders (determined in accordance
with paragraph (d) of Section 2 of the Auction Procedures) submitted to the
Auction Agent by BD plus (iii) the number of shares of TAPS deemed to be subject
to Hold Orders of Existing Holders pursuant to paragraph (c) of Section 2 of the
Auction Procedures of such Fund that were acquired by BD for its own account or
were acquired by BD for its customers who are Beneficial Owners.
For purposes of subclause (d)(iii) of the foregoing paragraph, if any
Existing Holder or Beneficial Owner who acquired shares of any series of TAPS
through BD transfers those shares to another Person other than pursuant to an
Auction, then the Broker-Dealer for the shares so transferred shall continue to
be BD; provided, however,
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that if the transfer was effected by, or if the transferee is, a Broker-Dealer
other than BD, then such Broker-Dealer shall be the Broker-Dealer for such
shares.
2.7 Settlement.
(a) If any Existing Holder or Beneficial Owner with respect to
whom BD has submitted a Bid or Sell Order for shares of TAPS of any
series that was accepted in whole or in part fails to instruct its
Agent Member to deliver the shares of TAPS subject to such Bid or Sell
Order against payment therefor, BD, if it knows the identity of such
Agent Member, shall instruct such Agent Member to deliver such shares
against payment therefor and, if such Agent Member fails to comply
with such instructions, BD may deliver to the Potential Holder or
Potential Beneficial Owner with respect to whom BD submitted a Bid for
shares of TAPS of such series that was accepted in whole or in part a
number of shares of TAPS of such series that is less than the number
of shares of TAPS of such series specified in such Bid to be purchased
by such Potential Holder or Potential Beneficial Owner.
(b) Neither the Auction Agent nor the Fund shall have any
responsibility or liability with respect to the failure of an Existing
Holder, Beneficial Owner, Potential Holder or Potential Beneficial
Owner or its respective Agent Member to deliver shares of TAPS of any
series or to pay for shares of TAPS of any series sold or purchased
pursuant to the Auction Procedures or otherwise.
(c) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event BD is an
Existing Holder with respect to shares of a series of TAPS and the
Auction Procedures provide that BD shall be deemed to have submitted a
Sell Order in an Auction with respect to such shares if BD fails to
submit an Order in that Auction with respect to such shares, BD shall
have no liability to any Person for failing to sell such shares
pursuant to such a deemed Sell Order if (i) such shares were
transferred by the beneficial owner thereof without notification of
such transfer in compliance with the Auction Procedures or (ii) BD has
indicated to the Auction Agent pursuant to Section 2.2(e) of this
Agreement that, according BD's records, BD is not the Existing Holder
of such shares.
(d) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event an Existing
Holder or Beneficial Owner of shares of a series of TAPS with respect
to whom a Broker-Dealer submitted a Bid to the Auction Agent for such
shares that was accepted in whole or in part, or submitted or is
deemed to have submitted a Sell Order for such shares that was
accepted in whole or in part, fails to instruct its Agent Member to
deliver such shares against payment therefor, partial deliveries of
shares of TAPS that have been made in respect of Potential Holders, or
Potential Beneficial Owners' Submitted Bids for shares of such series
that have been accepted in whole or in part shall constitute good
delivery to such Potential Holders and Potential Beneficial Owners.
(e) Notwithstanding the foregoing terms of this Section, any
delivery or non-delivery of shares of TAPS of any series which
represents any departure from the results of an Auction for shares of
such series, as determined by the Auction Agent, shall be of no effect
for purposes of the registry of Existing Holders maintained by the
Auction Agent pursuant to the Auction Agency Agreement unless and until
the Auction Agent shall have been notified of such delivery or
non-delivery.
(f) The Auction Agent shall have no duty or liability with
respect to enforcement of this Section 2.7.
3. The Auction Agent.
3.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Fund hereunder
and owes no fiduciary duties to any other Person, other than the Fund by
reason of the Auction Agency Agreement.
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(b) The Auction Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the
Auction Agent.
(c) In the absence of bad faith or negligence on its part, the Auction
Agent shall not be liable for any action taken, suffered, or omitted or for
any error of judgment made by it in the performance of its duties under
this Agreement. The Auction Agent shall not be liable for any error or
judgment made in good faith unless the Auction Agent shall have been
negligent in ascertaining the pertinent facts.
3.2 Rights of the Auction Agent.
(a) The Auction Agent may rely and shall be protected in
acting or refraining from acting upon any communication authorized
hereby and upon any written instruction, notice, request, direction,
consent, report, certificate, share certificate or other instrument,
paper or document believed in good faith by it to be genuine. The
Auction Agent shall not be liable for acting upon any telephone
communication authorized by this Agreement which the Auction Agent
believes in good faith to have been given by the Fund or by a
Broker-Dealer. The Auction Agent may record telephone communications
with the Broker-Dealers.
(b) The Auction Agent may consult with counsel of its choice
and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance, expend or risk
its own funds or otherwise incur or become exposed to financial liability
in the performance of its duties hereunder.
3.3 Auction Agent's Disclaimer. The Auction Agent makes no representation
as to the validity or adequacy of this Agreement, the Auction Agent Agreement or
the shares of TAPS of any series.
4. Miscellaneous.
4.1 Termination. Any party to this Agreement may terminate the Agreement at
any time on five days' notice to the other parties to such Agreement, provided
that the Fund party to the Agreement shall not terminate the Agreement unless at
least one Broker-Dealer Agreement would be in effect for each series of TAPS of
the Fund after such termination. Each Agreement shall automatically terminate
with respect to any series of TAPS with respect to which the Auction Agency
Agreement has terminated.
4.2 Participant in Securities Depository. BD is, and shall remain for
the term of this Agreement, a member of, or participant in, the Securities
Depository (or an affiliate of such a member participant).
4.3 Communications. Except (i) communications authorized to be by
telephone by this Agreement or the Auction Procedures and (ii) communications in
connection with Auctions (other than those expressly required to be in writing),
all notices, requests and other communications to any party hereunder shall be
in writing (including telecopy or similar writing) and shall be given to such
party, addressed to it, at its addressed or telecopy number set forth below:
If to BD, addressed: ---------------------------
---------------------------
---------------------------
Attention:
-----------------
Telecopier No.:
------------
Telephone No.:
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If to the Auction Agent, addressed: Bankers Trust Company
Four Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Rate/Remarketed
Securities
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Fund, addressed: Nuveen Senior Income Fund
---------------------------
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Attention:
-----------------
Telecopier No.:
------------
Telephone No.:
-------------
or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and on behalf of
the Auction Agent by an Authorized Officer. BD may record telephone
communications with the Auction Agent.
4.4 Entire Agreement. This Agreement contains the entire agreement
among the parties hereto relating to the subject matter hereof, and there are no
other representations, endorsements, promises, agreements or understandings,
oral, written or implied, among the parties hereto relating to the subject
matter hereof. This Agreement supersedes and terminates all prior Broker-Dealer
Agreements between the parties.
4.5 Benefits. Nothing in this Agreement, express or implied, shall give to
any person, other than the Fund, the Auction Agent, BD and their respective
successors and assigns, any benefit of any legal or equitable right, remedy or
claim hereunder.
4.6 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party
to be charged.
(b) Failure of any party hereto to exercise any right or remedy
hereunder in the event of a breach hereof by any other party shall not
constitute a waiver of any such right or remedy with respect to any
subsequent breach.
4.7 Successors and Assigns. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by, the respective successors and assigns of
each of the Auction Agent and BD. This Agreement may not be assigned by either
party hereto absent the prior written consent of the other party; provided,
however, that this Agreement may be assigned by the Auction Agent to a successor
Auction Agent selected by the Fund without the consent of BD.
4.8 Severability. If any clause, provision or section hereof shall be
ruled invalid or unenforceable by any court of competent jurisdiction, the
invalidity or unenforceability of such clause, provision or section shall not
affect any of the remaining clauses, provisions or sections thereof.
4.9 Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
4.10 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed in said State.
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4.11 Declaration of Trust. The Declaration of the Fund is on file with
the Secretary of State of the Commonwealth of Massachusetts. This Agreement to
which the Fund is a party has been executed on behalf of the Fund by the Vice
President and Treasurer of such Fund acting in such capacity and not
individually, and the obligations of the Fund set forth in this Agreement are
not binding upon any of such Fund's trustees, officers or shareholders
individually, but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
BANKERS TRUST COMPANY
By:
-----------------------
Name:
Title:
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By:
------------------------
Name:
Title:
NUVEEN SENIOR INCOME FUND
By:
------------------------
Name:
Title:
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EXHIBIT A
SETTLEMENT PROCEDURES
A-1
13
EXHIBIT B
[Name of Fund]
$ Taxable Auctioned Preferred Shares [Stock]
Series
AUCTION DATE:
ISSUE: SERIES:
THE UNDERSIGNED Broker-Dealer SUBMITS THE FOLLOWING ORDERS ON BEHALF OF THE BIDDER(S) LISTED BELOW:
====================================================================================================================================
ORDERS BY EXISTING HOLDERS- NUMBER OF SHARES OF TAPS ORDERS BY POTENTIAL HOLDERS- NUMBER OF SHARES OF TAPS
POTENTIAL HOLDER BID/RATE
EXISTING HOLDER HOLD BID/RATE SELL 1. /
-------------------- ----------
1. / 2. /
------------------------- --------- ------------------ --------- -------------------- ----------
2. / 3. /
------------------------- --------- ------------------ --------- -------------------- ----------
3. / 4. /
------------------------- --------- ------------------ --------- -------------------- ----------
4. / 5. /
------------------------- --------- ------------------ --------- -------------------- ----------
5. / 6. /
------------------------- --------- ------------------ --------- -------------------- ----------
6. / 7. /
------------------------- --------- ------------------ --------- -------------------- ----------
7. / 8. /
------------------------- --------- ------------------ --------- -------------------- ----------
8. / 9. /
------------------------- --------- ------------------ --------- -------------------- ----------
9. / 10. /
------------------------- --------- ------------------ --------- -------------------- ----------
10. / 11. /
------------------------ --------- ------------------ --------- -------------------- ----------
12. /
------------------- ----------
NOTES: 13. /
------------------- ----------
14. /
------------------- ----------
1. If one or more Orders covering in the aggregate more than the number of
outstanding shares of TAPS held by any Existing holder are submitted,
such Orders shall be considered valid in the order of priority set forth in
the Auction Procedures.
2. A Hold Order or Sell Order may be placed only by an Existing Holder
covering a number of shares of TAPS not greater than the number of shares
of TAPS currently held by such Existing Holder.
3. Potential Holders may make Bids only, each of which must specify a rate. If
more than one Bid is submitted on behalf of any Potential Holder, each Bid
submitted shall be a separate Bid with the rate specified.
4. Bids may contain no more than three figures to the right of the decimal
point (.001 of 1%).
====================================================================================================================================
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====================================================================================================================================
[AUCTION AGENT] AUCTION BID FORM NAME OF Broker-Dealer:
----------------------------------------
AUTHORIZED
Submit to: SIGNATURE:
----------------------------------------------------
TOTAL NUMBER OF ORDERS ON THIS BID FORM:
====================================================================================================================================
B-2
15
EXHIBIT C
(To be used only for transfers made
other than pursuant to in Auction)
NUVEEN SENIOR INCOME FUND
TAXABLE AUCTIONED PREFERRED SHARES,
SERIES TH -- ("TAPS") TRANSFER FORM
We are (check one):
The Existing Holder named below;
------
The Broker-Dealer for such Existing Holding; or
------
The Agent Member for such Existing Holder.
------
We hereby notify you that such Existing Holder has transferred shares of
the above series of TAPS to .
-----------------------------
(Name of Existing Holder)
-----------------------------
(Name of Broker-Dealer)
-----------------------------
(Name of Agent Member)
By:
--------------------------
Printed Name:
Title:
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16
EXHIBIT D
(To be used only for failures to
deliver shares of Taxable Auctioned Preferred Shares
sold pursuant to an Auction)
NUVEEN SENIOR INCOME FUND
TAXABLE AUCTIONED PREFERRED SHARES, SERIES TH ("TAPS")
NOTICE OF A FAILURE TO DELIVER
Complete either I or II
I. We are a Broker-Dealer for (the "Purchaser"), which purchased
shares of the above series of TAPS in the Auction held on
from the seller of such shares.
II. We are a Broker-Dealer for (the "Seller"), which sold
shares of the above series of TAPS in the Auction held on to the
purchaser of such shares.
We hereby notify you that (check one) --
- the Seller failed to deliver such shares of
TAPS to the Purchaser
- the Purchaser failed to make payment to
the Seller upon delivery of such shares
of TAPS
Name:
-----------------------------------------
(Name of Broker-Dealer)
By:
------------------------------------------
Printed Name:
Title:
D-1
17
EXHIBIT E
[Form of Broker-Dealer Request and Acceptance Letter]
Nuveen Senior Loan Asset Management, Inc.
May , 2000
[Broker-Dealer]
[Address]
Ladies and Gentlemen:
Reference is made to the Nuveen Broker-Dealer Agreement-Basic Terms for
Acting as a Broker-Dealer Relating to Taxable Auction Preferred Shares dated May
, 2000, receipt of which is hereby acknowledged by you (the "Basic Terms").
For purposes of this letter ("Request and Acceptance Letter") (a) "Fund" shall
mean any closed-end investment company registered under the Investment Company
Act of 1940, as amended, for which Nuveen Senior Loan Asset Management, Inc.
acts as investment adviser; (b) except as otherwise provided below, the Basic
Terms are incorporated herein by reference, you shall be considered BD for all
purposes thereof, Bankers Trust Company shall be considered the Auction Agent
for all purposes thereof, and each Fund shall be considered a Fund for all
purposes thereof.
We hereby request that you act as a Broker-Dealer for the Taxable
Auctioned Preferred Shares ("TAPS") of each series, of each Fund. You hereby (a)
accept such appointment as a Broker-Dealer for each series of TAPS of each Fund
and (b) agree to act as BD in accordance with the Basic Terms; provided,
however, that:
(1) for purposes of the Basic Terms, and notwithstanding any
provision to the contrary, your address, telecopy number and telephone number
for communications pursuant to the Basic Terms shall be as follows:
------------------------------------
------------------------------------
------------------------------------
------------------------------------
and the address, telecopy number and telephone number of the Auction Agent for
communications pursuant to the Basic Terms shall be as follows:
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
(2) notwithstanding any provisions of the Basic Terms to the
contrary, except as otherwise set forth herein, your appointment as
Broker-Dealer extends to each series of TAPS issued by a Fund.
E-1
18
You hereby acknowledge that, notwithstanding any provision of the Basic
Terms to the contrary, the Fund may (a) upon five business days' notice to the
Auction Agent and you, amend, alter or repeal any of the provisions contained in
the Basic Terms, it being understood and agreed that you shall be deemed to have
accepted any such amendment, alteration or repeal if, after the expiration of
such five business day period, you submit an Order to the Auction Agent in
respect of the shares of TAPS of a Fund or Funds to which such amendment,
alteration or repeal relates, and (b) upon two business days' notice to the
Auction Agent and you, exclude you from participating as a Broker-Dealer in any
particular Auction for any particular series of TAPS.
This Request and Acceptance Letter shall be deemed to form part of the
Basic Terms.
Capitalized Terms not defined in this Request and Acceptance Letter shall
have the meanings ascribed to them in the Basic Terms.
If the foregoing terms are acceptable to you, please so indicate in the
space provided below. This Request and Acceptance Letter may be executed in any
number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
All investment companies registered
under the Investment Company Act of
1940, as amended, for which Nuveen
Senior Loan Asset Management, Inc.
acts as investment adviser and whose
registration statements relating to
shares of Taxable Auctioned Preferred
Shares have been declared effective
by the Securities and Exchange
Commission on or prior to the date
hereof.
By:
-----------------------------
Name:
Title:
NUVEEN SENIOR LOAN ASSET MANAGEMENT, INC.
By:
------------------------------
Name:
Title:
Accepted by and Agreed to as of
the date first written above:
[Broker-Dealer]
By:
--------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By:
-----------------------------
Name:
Title:
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