NUVEEN SENIOR INCOME FUND
Subscription Agreement
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This Agreement made this _____ day of ______________, 1999 by and between
Nuveen Senior Income Fund, a Massachusetts business trust (the "Fund"), and
Nuveen Senior Loan Asset Management Inc., a Delaware corporation (the
"Subscriber");
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on business as
a closed-end non-diversified management investment company; and
WHEREAS, the Subscriber has been selected by the Fund's Board of Trustees to
serve as investment adviser to the Fund; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund
wishes to sell to the Subscriber, ________________ common shares for a purchase
price of $__________ per share;
NOW THEREFORE, IT IS AGREED:
l. The Subscriber subscribes for and agrees to purchase from the Fund________
common shares for a purchase price of $_____________ per share. Subscriber
agrees to make payment for these shares at such time as demand for payment may
be made by an officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber promptly upon
its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and will not be
registered under the Securities Act of l933 ("Securities Act");
(b) That the shares will be sold by the Fund in reliance on an exemption
from the registration requirements of the Securities Act;
(c) That the Fund's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the
representations and agreements contained in this Subscription Agreement;
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(d) That when issued, the shares will be "restricted securities" as defined
in paragraph (a)(3) of Rule l44 of the General Rules and Regulations under the
Securities Act ("Rule l44") and cannot be sold or transferred by Subscriber
unless they are subsequently registered under the Securities Act or unless an
exemption from such registration is available;
(e) That there do not appear to be any exemptions from the registration
provisions of the Securities Act available to the Subscriber for resale of the
shares. In the future, certain exemptions may possibly become available,
including an exemption for limited sales including an exemption for limited
sales in accordance with the conditions of Rule l44.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are being and
will be acquired for investment for its own account and not on behalf of any
other person or persons and not with a view to, or for sale in connection
with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares subscribed for may
bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of l933 or
any other federal or state securities law. These shares may not be offered
for sale, sold or otherwise transferred unless registered under said
securities laws or unless some exemption from registration is available.
5. This Subscription Agreement and all of its provisions shall be binding upon
the legal representatives, heirs, successors and assigns of the parties hereto.
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.
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IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
NUVEEN SENIOR INCOME FUND
By:______________________
NUVEEN SENIOR LOAN ASSET
MANAGEMENT INC.
By:______________________
