EXPENSE REIMBURSEMENT AGREEMENT
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AGREEMENT made this ___ day of _____________, l999, by and between NUVEEN SENIOR
INCOME FUND, a Massachusetts business trust (the "Fund"), and NUVEEN SENIOR LOAN
ASSET MANAGEMENT INC., a Delaware corporation (the "Adviser").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Fund and the Adviser have separately entered into a Management
Agreement of even date herewith ( the "Management Agreement");
In consideration of the mutual covenants hereinafter contained, and in
connection with the establishment and commencement of operations of the Fund, it
is hereby agreed by and between the parties hereto as follows:
1. For the period from the commencement of the Fund's operations through the
end of the month in which the Fund is brought to market and for the 12 month
periods ending October 31 in each indicated year during the term of the
Management Agreement (including any continuation done in accordance with Section
15(c) of the Investment Company Act of 1940), the Adviser agrees to reimburse
expenses (including the management fee and other expenses) in the amounts
determined by applying the following annual rates to the Managed Assets (as
defined in the Management Agreement) of the Fund:
Period Ending Period Ending
October 31 Reimbursement October 31 Reimbursement
--------------- -------------- ------------- --------------
1999 .45%
2000 .45% 2005 .35%
2001 .45% 2006 .25%
2002 .45% 2007 .15%
2003 .45% 2008 .10%
2004 .45% 2009 .05%
2. To effect the expense reimbursement provided for in this Agreement, the Fund
may offset the appropriate amount of the reimbursement contemplated hereunder
against the management fee payable under the Management Agreement.
3. This Agreement, and the Adviser's obligation to so reimburse expenses
hereunder, shall terminate on the earlier of (a) October 31, 2009 or (b)
termination of the Management Agreement.
4. Except as provided in paragraph 3, above, this Agreement may be terminated
only by the vote of (a) the Board of Trustees of the Fund, including the vote of
the members of the Board who are not "interested persons" within the meaning of
the Investment Company Act of 1940, and (b) a majority of the outstanding voting
securities of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
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6. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be
executed on the day and year above written.
NUVEEN SENIOR INCOME FUND
by: ___________________________
Vice President
Attest: ______________________
Assistant Secretary
NUVEEN SENIOR LOAN ASSET
MANAGEMENT INC.
by: _______________________________
Vice President
Attest:______________________
Assistant Secretary
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