0001193125-16-755510 Sample Contracts

] Shares NUVEEN SENIOR INCOME FUND TERM PREFERRED SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2016 • Nuveen Senior Income Fund • New York

change in the condition, financial or otherwise, earnings, business affairs or business prospects of the Sub-Adviser, materially and adversely affect the properties or assets of the Sub-Adviser or materially impair or adversely affect the ability of the Sub-Adviser to function as an investment adviser or perform its obligations under the Sub-Advisory Agreement, or which is required to be disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, which is not described as required.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 1st, 2016 • Nuveen Senior Income Fund • New York

This agreement (this “Agreement”) is among Nuveen Fund Advisors, LLC (the “Adviser”), Nuveen Senior Income Fund (the “Fund”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Fund’s Offering of Term Preferred Shares (each as defined below).

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