Management Agreement
Between
Nuveen Senior Income Fund
and
Nuveen Senior Loan Asset Management Inc.
Nuveen Senior Income Fund, a Massachusetts business trust registered under
the Investment Company Act of 1940 ("1940 Act") as a closed-end management
investment company ("Fund"), hereby appoints Nuveen Senior Loan Asset Management
Inc., a Delaware corporation registered under the Investment Advisers Act of
1940 as an investment adviser, of Chicago, Illinois ("Manager"), to furnish
investment advisory and management services and certain administrative services
with respect to the assets represented by the shares of beneficial interest
issued by the Fund. Fund and Manager hereby agree that:
1. Investment Management Services. Manager shall manage the
investment operations of the Fund, subject to the terms of this Agreement
and to the supervision and control of the Fund's Board of Trustees
("Trustees"). Manager agrees to perform, or arrange for the performance
of, the following services with respect to the Fund:
(a) obtain and evaluate such information relating to economies,
industries, businesses, securities and commodities markets, and
individual securities, commodities and indices as it may deem
necessary or useful in discharging its responsibilities hereunder;
(b) formulate and maintain a continuous investment program in
a manner consistent with and subject to (i) the Fund's declaration of
trust and by-laws; (ii) the Fund's investment objectives, policies,
and restrictions as set forth in written documents furnished by the
Fund to Manager; (iii) all securities, commodities, and tax laws and
regulations applicable to the Fund; and (iv) any other written limits
or directions furnished by the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine
from time to time securities, commodities, interests or other
investments to be purchased, sold, retained or lent by the Fund, and
to implement those decisions, including the selection of entities with
or through which such purchases, sales or loans are to be effected;
(d) use reasonable efforts to manage the Fund so that it will
qualify as a regulated investment company under subchapter M of the
Internal Revenue Code of 1986, as amended;
(e) make recommendations as to the manner in which voting rights,
rights to consent to Fund action, and any other rights pertaining to
the Fund shall be exercised;
(f) make available to the Fund promptly upon request all of the
Fund's records and ledgers and any reports or information reasonably
requested by the Fund;
(g) the extent required by law, to furnish to regulatory
authorities any information or reports relating to the services
provided pursuant to this Agreement ;
(h) monitor the provisions of the loan agreements and any
agreements with respect to participations and assignments and be
responsible for recordkeeping with respect to senior loans in the
Fund's portfolio;
(i) prepare all reports required to be sent to holders of shares
of the Fund ("Shareholders"), and arrange for the printing and
dissemination of such reports to Shareholders;
(j) arrange for the dissemination to shareholders of the Fund's
proxy materials and oversee the tabulation of proxies;
(k) negotiate the terms and conditions under which custodian
services will be provided to the Fund and the fees to be paid by the
Fund to its custodian (which may or may not be an affiliate of the
Fund's investment adviser), in connection therewith;
(l) negotiate the terms and conditions under which dividend
disbursing services will be provided to the Fund, and the fees to be
paid by the Fund in connection therewith and review the provision of
dividend disbursing services to the Fund;
(m) determine the amounts available for distribution as dividends
and distributions to be paid by the Fund to its Shareholders; prepare
and arrange for the printing of dividend notices to Shareholders; and
provide the Fund's dividend disbursing agent and custodian with such
information as is required for such parties to effect the payment of
dividends and distributions and to implement the Fund's dividend
reinvestment plan;
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(n) make such reports and recommendations to the Board as the
Board reasonably requests or deems appropriate; and
(o) provide shareholder services to holders or potential holders
of the Fund's securities including, but not limited to, shareholder
requests for information.
Except as otherwise instructed from time to time by the Trustees, with
respect to execution of transactions for the Fund, Manager shall place, or
arrange for the placement of, all orders for purchases, sales, or loans
with issuers, brokers, dealers or other counterparts or agents selected by
Manager. In connection with the selection of all such parties for the
placement of all such orders, Manager shall attempt to obtain most
favorable execution and price, but may nevertheless in its sole discretion
as a secondary factor, purchase and sell portfolio securities from and to
brokers and dealers who provide Manager with statistical, research and
other information, analysis, advice, and similar services. In recognition
of such services or brokerage services provided by a broker or dealer,
Manager is hereby authorized to pay such broker or dealer a commission or
spread in excess of that which might be charged by another broker or dealer
for the same transaction if the Manager determines in good faith that the
commission or spread is reasonable in relation to the value of the services
so provided.
The Fund hereby authorizes any entity or person associated with
Manager that is a member of a national securities exchange to effect any
transaction on the exchange for the account of a Fund to the extent
permitted by and in accordance with Section 11(a) of the Securities
Exchange Act or 1934 and Rule 11a2-2(T) thereunder. The Fund hereby
consents to the retention by such entity or person of compensation for such
transactions in accordance with Rule 11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders for its
other customers together with any securities of the same type to be sold or
purchased for the Fund in order to obtain best execution or lower brokerage
commissions. In such event, Manager shall allocate the shares so purchased
or sold, as well as the expenses incurred in the transaction, in a manner
it considers to be equitable and fair and consistent with its fiduciary
obligations to the Fund and Manager's other customers.
Manager shall for all purposes be deemed to be an independent
contractor and not an agent of the Fund and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent
the Fund in any way.
2. Administrative Services. Subject to the terms of this Agreement
and to the supervision and control of the Trustees, Manager shall provide
to the Fund facilities,
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equipment, statistical and research data, clerical, accounting and
bookkeeping services, internal auditing and legal services, and personnel
to carry out all management services required for operation of the business
and affairs of the Fund other than those services to be performed by the
Fund's Underwriter pursuant to an Underwriting Agreement, those services to
be performed by the Fund's Custodian pursuant to a Custody Agreement, those
services to be performed by the Fund's Transfer Agent pursuant to a
Transfer Agency Agreement, those services to be provided pursuant to a Fund
Accounting Agreement and those services normally performed by the Fund's
counsel and auditors.
3. Use of Affiliated Companies and Subcontractors. In connection
with the services to be provided by Manager under this Agreement, Manager
may, to the extent it deems appropriate, and subject to compliance with the
requirements of applicable laws and regulations, make use of (i) its
affiliated companies and their directors, trustees, officers, and employees
and (ii) subcontractors selected by Manager, provided that Manager shall
supervise and remain fully responsible for the services of all such third
parties in accordance with and to the extent provided by this Agreement.
All costs and expenses associated with services provided by any such third
parties shall be borne by Manager or such parties.
4. Expenses Borne by the Fund. Except to the extent expressly
assumed by Manager herein or under a separate agreement between the Fund
and Manager and except to the extent required by law to be paid by Manager,
Manager shall not be obligated to pay any costs or expenses incidental to
the organization, operations or business of the Fund. Without limitation,
costs and expenses for which the Manager shall have no obligation shall
include but not be limited to:
(a) all charges of depositories, custodians and other agencies
for the safekeeping and servicing of the Fund's cash, securities, and
other property;
(b) all charges for equipment or services used for obtaining
price quotations or for communication between Manager or Fund and the
custodian, transfer agent or any other agent selected by the Fund;
(c) all charges for and accounting services provided to the
Fund by Manager, or any other provider of such services;
(d) all charges for services of the Fund's independent
auditors and for services to the Fund by legal counsel;
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(e) all compensation of Trustees, other than those affiliated
with Manager, all expenses incurred in connection with their services
to the Fund, and all expenses of meetings of the Trustees or
committees thereof;
(f) all expenses incidental to holding meetings of Shareholders,
including printing and of supplying each record-date Shareholder with
notice and proxy solicitation material, and all other proxy
solicitation expense;
(g) all expenses of printing of annual or more frequent revisions
of the Fund's prospectus;
(h) all expenses related to preparing, printing and transmitting
certificates representing Fund shares;
(i) all expenses of bond and insurance coverage required by law
or deemed advisable by the Trustees;
(j) all brokers' commissions and other normal charges incident to
the purchase, sale, or lending of portfolio securities;
(k) all taxes and governmental fees payable to Federal, state or
other governmental agencies, domestic or foreign, including all stamp
or other transfer taxes;
(l) all expenses of registering and maintaining the registration
of the Fund under the 1940 Act and, to the extent no exemption is
available, expenses of registering Fund's shares under the 1933 Act,
of qualifying and maintaining qualification of the Fund and of the
Fund's shares for sale under securities laws of various states or
other jurisdictions and of registration and qualification of the Fund
under all other laws applicable to the Fund or its business
activities;
(m) all interest on indebtedness, if any, incurred by the Fund;
and
(n) all expenses in connection with the listing and trading of
the Fund's shares on a national securities exchange;
(o) all expenses in connection with the rating, or proposed
rating by any nationally recognized statistical rating organization of
any security issued or proposed to be issued by the Fund; and
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(p) all fees, dues and other expenses incurred by the Fund in
connection with membership of the Fund in any trade association or
other investment company organization.
5. Allocation of Expenses Borne by the Fund. Any expenses borne by
the Fund that are attributable solely to the organization, operation or
business of the Fund shall be paid solely out of Fund assets. Any expense
borne by the Fund which is not solely attributable to the Fund, shall be
apportioned in such manner as Manager determines is fair and appropriate,
or as otherwise specified by the Board of Trustees.
6. Expenses Borne by Manager. Manager at its own expense shall
furnish all executive and other personnel, office space, and office
facilities required to render the investment management and administrative
services set forth in this Agreement.
In the event that Manager pays or assumes any expenses of the Fund not
required to be paid or assumed by Manager under this Agreement, Manager
shall not be obligated hereby to pay or assume the same or similar expense
in the future; provided that nothing contained herein shall be deemed to
relieve Manager of any obligation to the Fund under any separate agreement
or arrangement between the parties.
7. Management Fee. For the services rendered, facilities provided,
and charges assumed and paid by Manager hereunder, the Fund shall pay to
Manager out of the assets of the Fund fees at the annual rate as set forth
in Schedule A to this Agreement. The management fee shall accrue on each
calendar day, and shall be payable monthly on the first business day of the
next succeeding calendar month. The daily fee accrual shall be computed by
multiplying the fraction of one divided by the number of days in the
calendar year by the applicable annual rate of fee, and multiplying this
product by the Managed Assets of the Fund, as of the close of business on
the last preceding business day on which the Fund's net asset value was
determined. For purposes of calculation of the management fee, the Fund's
Managed Assets shall mean the daily gross asset value of the Fund, minus
the sum of (i) the Fund's accrued and unpaid dividends on any outstanding
preferred shares of beneficial interest of the Fund ("Preferred Shares")
and (ii) accrued liabilities (other than the amount of any borrowings
incurred, commercial paper or notes issued by the Fund and liquidation
preference of any outstanding Preferred Shares, using the values determined
in the manner established by the Trustees.
8. Non-Exclusivity. The services of Manager to the Fund hereunder
are not to be deemed exclusive and Manager shall be free to render similar
services to others.
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9. Standard of Care. The Manager shall not be liable for any loss
sustained by reason of the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon
the investigation and research made by any other individual, firm or
corporation, if such recommendation shall have been selected with due care
and in good faith, except loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Manager in the performance of
its obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
10. Amendment. This Agreement may not be amended as to the Fund
without the affirmative votes (a) of a majority of the Board of Trustees,
including a majority of those Trustees who are not "interested persons" of
the Fund or of Manager, voting in person at a meeting called for the
purpose of voting on such approval, and (b) of a "majority of the
outstanding shares" of the Fund. The terms "interested persons" and "vote
of a majority of the outstanding shares" shall be construed in accordance
with their respective definitions in the 1940 Act and, with respect to the
latter term, in accordance with Rule 18f-2 under the 1940 Act.
11. Effective Date and Termination. This Agreement shall become
effective as of the effective date for the Fund specified in Schedule A
hereto. This Agreement may be terminated at any time, without payment of
any penalty, by the Board of Trustees of the Fund, or by a vote of a
majority of the outstanding shares, upon at least sixty (60) days' written
notice to Manager. This Agreement may be terminated by Manager at any time
upon at least sixty (60) days' written notice to the Fund. This Agreement
shall terminate automatically in the event of its "assignment" (as defined
in the 1940 Act). Unless terminated as hereinbefore provided, this
Agreement shall continue in effect for an initial period of two (2) years
from the effective date applicable to the Fund specified in Schedule A and
thereafter from year to year only so long as such continuance is
specifically approved with respect to the Fund at least annually (a) by a
majority of those Trustees who are not interested persons of the Fund or of
Manager, voting in person at a meeting called for the purpose of voting on
such approval, and (b) by either the Board of Trustees of the Fund or by a
"vote of a majority of the outstanding shares" of the Fund.
12. Ownership of Records; Interparty Reporting. All records required
to be maintained and preserved by the Fund pursuant to the provisions of
rules or regulations of the Securities and Exchange Commission under
Section 31(a) of the 1940 Act or other applicable laws or regulations which
are maintained and preserved by Manager on behalf of the Fund and any other
records the parties mutually agree shall be maintained by Manager on behalf
of the Fund are the property of the Fund and shall be surrendered by
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Manager promptly on request by the Fund; provided that Manager may at its
own expense make and retain copies of any such records.
The Fund shall furnish or otherwise make available to Manager such
copies of the financial statements, proxy statements, reports, and other
information relating to the business and affairs of the Fund as Manager
may, at any time or from time to time, reasonably require in order to
discharge its obligations under this Agreement.
Manager shall prepare and furnish to the Fund statistical data and
other information in such form and at such intervals as the Fund may
reasonably request.
13. Non-Liability of Trustees and Shareholders. Any obligation of
the Fund hereunder shall be binding only upon the assets of the Fund and
shall not be binding upon any Trustee, officer, employee, agent or
Shareholder of the Fund. Neither the authorization of any action by the
Trustees or Shareholders of the Fund nor the execution of this Agreement on
behalf of the Fund shall impose any liability upon any Trustee or any
Shareholder.
14. Use of Manager's Name. The Fund may use the name "Nuveen
Senior Income Fund" or any other name derived from the name "Nuveen" only
for so long as this Agreement or any extension, renewal, or amendment
hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to the business of Manager as
investment adviser. At such time as this Agreement or any extension,
renewal or amendment hereof, or such other similar agreement shall no
longer be in effect, the Fund will cease to use any name derived from the
name "Nuveen" or otherwise connected with Manager, or with any organization
which shall have succeeded to Manager's business as investment adviser.
15. References and Headings. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as
"herein," "hereof," and "hereunder" shall be deemed to refer to this
Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a
part hereof or control or affect the meaning, construction, or effect of
this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
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Dated:___________________, 1999
Nuveen Senior Income Fund
Attest By _____________________________________
_______________________________
Nuveen Senior Loan Asset
Management Inc.
Attest By _____________________________________
_______________________________
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Nuveen Senior Income Fund
Management Agreement
Schedule A
The Fund subject to this Agreement, the effective date and initial term is
as follows:
FUND EFFECTIVE DATE INITIAL TERM
Nuveen Senior Income Fund ____________________ Until ____________
Compensation pursuant to Section 7 of this Agreement shall be calculated in
accordance with the following schedule applicable to the Managed Assets of the
Fund:
Managed Assets Management Fee
Up to $1.0 billion .8500 of 1%
$1.0 billion to $2.0 billion .8375 of 1%
$2.0 billion to $5.0 billion .8250 of 1%
$5.0 billion to $10.0 billion .8000 of 1%
$10.0 billion and over .7750 of 1%
