Edgar Filing: NUVEEN SENIOR INCOME FUND

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material under Rule 14a-12
NUVEEN SENIOR INCOME FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS - Chicago, Illinois
OCTOBER 23, 2002 60606
(800) 257-8787

NUVEEN SENIOR INCOME FUND
September 26, 2002

TO THE COMMON AND PREFERRED SHAREHOLDERS OF NUVEEN SENIOR INCOME FUND:

Notice is hereby given that the Annual Meeting (the "Annual Meeting") of the
common and preferred shareholders (collectively, the "shareholders") of Nuveen
Senior Income Fund, a Massachusetts business trust (the "Fund"), will be held in
the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois, on Wednesday, October 23, 2002, at 10:30 a.m., Chicago time,
for the following purposes:

1. To elect seven (7) trustees to serve until the next Annual Meeting and
until their successors shall have been duly elected and qualified as follows:

a) five (5) trustees to be elected by the holders of common shares and
Taxable Auctioned Preferred Shares, Series TH ("FundPreferred(TM) shares"),
voting together as a single class; and

b) two (2) trustees to be elected by the holders of FundPreferred shares
only, voting separately as a single class.

2. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record of the Fund at the close of business on August 27, 2002
are entitled to notice of and to vote at the Fund's Annual Meeting.

YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE
MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE
NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER FOUND ON YOUR PROXY
CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO
VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER THE CONTROL NUMBER FOUND
ON YOUR PROXY CARD, AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A
GUIDE.

Gifford R. Zimmerman
Vice President and Secretary

PROXY STATEMENT
September 26, 2002 333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787

NUVEEN SENIOR INCOME FUND - NSL

GENERAL INFORMATION

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
BOARD OF TRUSTEES OF NUVEEN SENIOR INCOME FUND OF PROXIES TO BE VOTED AT THE
ANNUAL MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD ON OCTOBER 23, 2002, AND
AT ANY AND ALL ADJOURNMENTS THEREOF. This Proxy Statement is first being mailed
to shareholders of the Fund on or about September 26, 2002.

On the matter coming before the Fund's Annual Meeting as to which a choice has
been specified by the shareholders of the Fund on the proxy, the shares will be
voted accordingly. If no choice is so specified, the shares of the Fund will be
voted FOR the election of the nominees for trustee, as listed in this Proxy
Statement. Shareholders of the Fund who execute proxies may revoke them at any
time before they are voted by filing with the Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.

A quorum of shareholders is required to take action at the Fund's Annual
Meeting. A majority of the shares entitled to vote at the Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
the Annual Meeting. However, for the purpose of electing two trustees by the
holders of FundPreferred shares only, the holders of 33 1/3% of the
FundPreferred shares entitled to vote will constitute a quorum. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by the inspectors of
election appointed for the Annual Meeting. The inspectors of election will
determine whether or not a quorum is present at the Annual Meeting. The
inspectors of election will treat abstentions as present for purposes of
determining a quorum.

For purposes of determining the approval of the matter submitted to the
shareholders for a vote, abstentions and broker non-votes (i.e., shares held by
brokers or nominees, typically in "street name," as to which (i) instructions
have not been received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary voting powers on a
particular matter) will have no effect on the election of trustees. The details
of the proposal to be voted on by the shareholders of the Fund and the vote
required for approval of the proposal are set forth under the description of the
proposal below.

Those persons who were shareholders of record at the close of business on August
27, 2002 will be entitled to one vote for each share held. As of August 27,
2002, 29,746,013 common shares and 1,840 FundPreferred shares of the Fund were
issued, outstanding and eligible to vote. Common shares of the Fund are listed
on the New York Stock Exchange under the symbol "NSL".

The following table indicates which shareholders are solicited with respect to
each matter:

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COMMON FUNDPREFERRED
TRUSTEES SHARES SHARES(1)
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1(a) Election of Trustees by all Shareholders (James E. X X
Bacon, William E. Bennett, Jack B. Evans, Thomas E.
Leafstrand and Sheila W. Wellington nominated)
1(b) Election of Trustees by FundPreferred shares only X
(William L. Kissick and Timothy R. Schwertfeger
nominated)
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(1) FundPreferred shares means "Taxable Auctioned Preferred Shares, Series TH".

1. ELECTION OF TRUSTEES

At the Fund's Annual Meeting, seven (7) trustees are to be elected to serve
until the next Annual Meeting and until their successors shall have been duly
elected and qualified. Under the terms of the Fund's organizational documents,
holders of FundPreferred shares are entitled to elect two (2) trustees, and the
remaining trustees are to be elected by holders of common shares and
FundPreferred shares, voting together as a single class.

(a) Five trustees are to be elected by holders of common shares and
FundPreferred shares voting together as a single class. Trustees Bacon,
Bennett, Evans, Leafstrand and Wellington are nominees for election by all
shareholders.

(b) Holders of FundPreferred shares are entitled to elect two of the
trustees. Trustees Kissick and Schwertfeger are nominees for election by
holders of FundPreferred shares.

The affirmative vote of a plurality of the shares present and entitled to vote
at the Annual Meeting will be required to elect the trustees of the Fund.

It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
trustee of the Fund if elected. However, should any nominee become unable or
unwilling to accept nomination or election, the proxies for the Fund will be
voted for one or more substitute nominees designated by the Fund's present board
of trustees (the "Board of Trustees").

Other than Timothy R. Schwertfeger, none of the trustees has ever been a
director or an employee of Nuveen Investments ("Nuveen") or any affiliate of
Nuveen.

All of the trustees, except William E. Bennett, have been trustees of the Fund
since its organization in 1999. Mr. Bennett has been a trustee of the Fund since
January 31, 2001.

THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE ELECTION OF THE NOMINEES NAMED BELOW.

NOMINEES FOR TRUSTEE OF THE FUND

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NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE FUND COMPLEX
POSITION(S) HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
NAME, ADDRESS AND BIRTHDATE WITH FUND TIME SERVED DURING PAST 5 YEARS BY TRUSTEE
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Nominees who are not
interested persons of the
Fund
James E. Bacon Trustee - Term - One Year(1) Treasurer, Cathedral of St. John 18
333 West Wacker Drive - Length of Service - the Divine (New York City)
Chicago, IL 60606 Since Inception 1997-present; formerly, Director
(2/27/31) of Lone Star Industries, Inc.
(1992-1999); previously, Director
and Executive Vice President of
U.S. Trust Corporation and Trustee
of United States Trust Company of
New York.
William E. Bennett Trustee - Term - One Year(1) Private Investor; previously 18
333 West Wacker Drive - Length of Service - President and C.E.O., Draper &
Chicago, IL 60606 Since 2001 Kramer, Inc. (a private company
(10/16/46) that handles mortgage banking,
real estate development, pension
advising and real estate
management) (1995-1998).
Jack B. Evans Trustee - Term - One Year(1) President, The Hall-Perrine 18
333 West Wacker Drive - Length of Service - Foundation (a private
Chicago, IL 60606 Since Inception philanthropic corporation);
(10/22/48) Director, Alliant Energy; Director
and Vice Chairman United Fire &
Casualty Company; Director,
Federal Reserve Bank of Chicago;
previously President and Chief
Operating Officer, SCI Financial
Group, Inc. (a regional financial
services firm).

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OTHER
DIRECTOR-
SHIPS HELD BY
NAME, ADDRESS AND BIRTHDATE TRUSTEE
--------------------------- -------------

Nominees who are not
interested persons of the
Fund
James E. Bacon N/A
333 West Wacker Drive
Chicago, IL 60606
(2/27/31)
William E. Bennett N/A
333 West Wacker Drive
Chicago, IL 60606
(10/16/46)
Jack B. Evans See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 description.
(10/22/48)

William L. Kissick Trustee - Term - One Year(1) Professor Emeritus, School of 18
333 West Wacker Drive - Length of Service - Medicine and the Wharton School of
Chicago, IL 60606 Since Inception Management and former Chairman,
(7/29/32) Leonard Davis Institute of Health
Economics, University of
Pennsylvania; Adjunct Professor,
Health Policy and Management, Yale
University.
Thomas E. Leafstrand Trustee - Term - One Year(1) Retired; previously, Vice 18
333 West Wacker Drive - Length of Service - President in charge of Municipal
Chicago, IL 60606 Since Inception Underwriting, Trading, and Dealer
(11/11/31) Sales at The Northern Trust
Company.
Sheila W. Wellington Trustee - Term - One Year(1) President of Catalyst (a 18
333 West Wacker Drive - Length of Service - not-for-profit organization
Chicago, IL 60606 Since Inception focusing on women's leadership
(2/24/32) development in business and the
professions).

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OTHER
DIRECTOR-
SHIPS HELD BY
NAME, ADDRESS AND BIRTHDATE TRUSTEE
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William L. Kissick N/A
333 West Wacker Drive
Chicago, IL 60606
(7/29/32)
Thomas E. Leafstrand N/A
333 West Wacker Drive
Chicago, IL 60606
(11/11/31)
Sheila W. Wellington N/A
333 West Wacker Drive
Chicago, IL 60606
(2/24/32)

Nominee who is an
interested person of the
Fund
*Timothy R. Schwertfeger Chairman, - Term - One Year(1) Chairman (since 1999), President 130
333 West Wacker Drive President and - Length of Service - and Trustee of the funds advised
Chicago, IL 60606 Trustee Since Inception by Nuveen Institutional Advisory
(3/28/49) Corp. (since 1996); Chairman
(since 1996) and Director of The
John Nuveen Company, Nuveen
Investments, Nuveen Advisory
Corp., Nuveen Institutional
Advisory Corp. and the funds
advised by Nuveen Advisory Corp.;
Chairman and Director (since 1997)
of Nuveen Asset Management, Inc.;
Chairman and Director of
Rittenhouse Financial Services,
Inc. (since 1999); Chief Executive
Officer and Director of Nuveen
Senior Loan Asset Management, Inc.
(since 1999).
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OTHER
DIRECTOR-
SHIPS HELD BY
NAME, ADDRESS AND BIRTHDATE TRUSTEE
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Nominee who is an
interested person of the
Fund
*Timothy R. Schwertfeger See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 description.
(3/28/49)
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* "Interested Person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer and director of the Fund's investment
adviser, Nuveen Institutional Advisory Corp.

(1) Each trustee is elected each year by shareholders and serves until his/her
successor is elected.

In addition to the Fund, the trustees are also trustees of 9 open-end funds and
8 closed-end fund advised by Nuveen Institutional Advisory Corp. ("NIAC"). In
addition, Mr. Schwertfeger is a director of 82 closed-end funds and 30 open-end
funds advised by Nuveen Advisory Corp. ("NAC").

THE FUND'S OFFICERS

The following table sets forth information with respect to each officer of the
Fund, other than Mr. Schwertfeger who is a trustee and is included in the table
relating to the nominees for the Board. Officers of the Fund receive no
compensation from the Fund. The term of office of all officers will expire in
July 2003.

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TERM OF OFFICE
NAME, ADDRESS AND POSITION(S) HELD AND LENGTH OF PRINCIPAL OCCUPATION(S)
BIRTHDATE WITH FUND TIME SERVED DURING PAST 5 YEARS
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Michael T. Atkinson Vice President - Term - Until July 2003 Vice President (since January 2002), formerly
333 West Wacker Drive, - Length of Service - Assistant Vice President (since 2000),
Chicago, IL 60606 Since May 2002 previously, Associate of Nuveen Investments.
(2/3/66)
Peter H. D'Arrigo Vice President and - Term - Until July 2003 Vice President of Nuveen Investments (since
333 West Wacker Drive, Treasurer - Length of Service - 1999); prior thereto, Assistant Vice President
Chicago, IL 60606 Since Inception from 1997 to 1999; formerly, Associate of
(11/28/67) Nuveen Investments; Vice President and
Treasurer of Nuveen Senior Loan Asset
Management, Inc. (since 1999); Chartered
Financial Analyst.
Susan M. DeSanto Vice President - Term - Until July 2003 Vice President (since 2001) of Nuveen Advisory
333 West Wacker Drive, - Length of Service - Corp. and Nuveen Institutional Advisory Corp.;
Chicago, IL 60606 Since 2001 previously, Vice President of Van Kampen
(9/8/54) Investment Advisory Corp. (since 1998); prior
thereto Assistant Vice President of Van Kampen
Investment Advisory Corp. (since 1994).
Jessica R. Droeger Vice President - Term - Until July 2003 Vice President (since January 2002) and
333 West Wacker Drive, - Length of Service - Assistant General Counsel (since 1998),
Chicago, IL 60606 Since May 2002 formerly Assistant Vice President (since 1998)
(9/24/64) of Nuveen Investments; Vice President and
Assistant Secretary (since May 2002), formerly
Assistant Vice President (since 1998) of Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp; prior thereto, Associate at the
law firm D'Ancona Partners LLC.

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
------------------------- -------------

Michael T. Atkinson 130
333 West Wacker Drive,
Chicago, IL 60606
(2/3/66)
Peter H. D'Arrigo 130
333 West Wacker Drive,
Chicago, IL 60606
(11/28/67)
Susan M. DeSanto 130
333 West Wacker Drive,
Chicago, IL 60606
(9/8/54)
Jessica R. Droeger 130
333 West Wacker Drive,
Chicago, IL 60606
(9/24/64)

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Lorna C. Ferguson Vice President - Term - Until July 2003 Vice President of Nuveen Investments (since
333 West Wacker Drive, - Length of Service - 1998); Vice President of Nuveen Advisory Corp.
Chicago, IL 60606 Since Inception and Nuveen Institutional Advisory Corp.
(10/24/45)
William M. Fitzgerald Vice President - Term - Until July 2003 Managing Director (since January 2002) of
333 West Wacker Drive, - Length of Service - Nuveen Investments; Managing Director (since
Chicago, IL 60606 Since Inception 2001), formerly Vice President (since 1995) of
(3/2/64) Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.; Chartered Financial Analyst.
Stephen D. Foy Vice President and - Term - Until July 2003 Vice President of Nuveen Investments and (since
333 West Wacker Drive, Controller - Length of Service - 1998) The John Nuveen Company; Certified Public
Chicago, IL 60606 Since Inception Accountant.
(5/31/54)
David J. Lamb Vice President - Term - Until July 2003 Vice President of Nuveen Investments (since
333 West Wacker Drive, - Length of Service - 2000), prior thereto, Assistant Vice President
Chicago, IL 60606 Since 2000 (since 1999), formerly Associate of Nuveen
(3/22/63) Investments; Certified Public Accountant.
Tina M. Lazar Vice President - Term - Until July 2003 Vice President of Nuveen Investments (since
333 West Wacker Drive, - Length of Service - 1999), prior thereto, Assistant Vice President
Chicago, IL 60606 Since July 2002 (since 1993).
(8/27/61)
Larry W. Martin Vice President and - Term - Until July 2003 Vice President, Assistant Secretary and
333 West Wacker Drive, Assistant Secretary - Length of Service - Assistant General Counsel of Nuveen
Chicago, IL 60606 Since Inception Investments; Vice President and Assistant
(7/27/51) Secretary of Nuveen Advisory Corp., Nuveen
Institutional Advisory Corp. and Nuveen Senior
Loan Asset Management, Inc. (since 1999);
Assistant Secretary of The John Nuveen Company;
Assistant Secretary of Nuveen Asset Management
(since 1997).

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
------------------------- -------------

Lorna C. Ferguson 130
333 West Wacker Drive,
Chicago, IL 60606
(10/24/45)
William M. Fitzgerald 130
333 West Wacker Drive,
Chicago, IL 60606
(3/2/64)
Stephen D. Foy 130
333 West Wacker Drive,
Chicago, IL 60606
(5/31/54)
David J. Lamb 130
333 West Wacker Drive,
Chicago, IL 60606
(3/22/63)
Tina M. Lazar 130
333 West Wacker Drive,
Chicago, IL 60606
(8/27/61)
Larry W. Martin 130
333 West Wacker Drive,
Chicago, IL 60606
(7/27/51)

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Edward F. Neild, IV Vice President - Term - Until July 2003 Managing Director (since January 2002),
333 West Wacker Drive, - Length of Service - formerly Vice President of Nuveen Investments;
Chicago, IL 60606 Since Inception Managing Director (since 1997) of Nuveen
(7/7/65) Advisory Corp. and Nuveen Institutional
Advisory Corp.; Chartered Financial Analyst.
Gifford R. Zimmerman Vice President and - Term - Until July 2003 Managing Director (since January 2002),
333 West Wacker Drive, Secretary - Length of Service - formerly, Vice President, Assistant Secretary
Chicago, IL 60606 Since Inception and Associate General Counsel of Nuveen
(9/9/56) Investments; Managing Director (since January
2002), formerly, Vice President, General
Counsel and Assistant Secretary of Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp.; Managing Director (since
January 2002), formerly, Vice President and
Assistant Secretary of Nuveen Senior Loan Asset
Management, Inc. (since 1999); Managing
Director and Assistant Secretary of Nuveen
Asset Management Inc.; Assistant Secretary of
The John Nuveen Company; Chartered Financial
Analyst.
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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
------------------------- -------------

Edward F. Neild, IV 130
333 West Wacker Drive,
Chicago, IL 60606
(7/7/65)
Gifford R. Zimmerman 130
333 West Wacker Drive,
Chicago, IL 60606
(9/9/56)
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BENEFICIAL OWNERSHIP

The following table lists the dollar range and number of equity securities of
the Fund and all of the Nuveen funds overseen by the trustees beneficially owned
by the trustees as of July 31, 2002:

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AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR
TO BE OVERSEEN BY
TRUSTEE IN FAMILY
OF INVESTMENT
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND/ COMPANIES (NUMBER
NAME OF TRUSTEE (NUMBER OF SHARES HELD)(1) OF SHARES HELD)(2)
----------------------- ---------------------------------------------- ------------------

James E. Bacon 0/(0 shares) Over $100,000)
(8,888 shares
William E. Bennett 0/(0 shares) $50,001-$100,000)
(2,758 shares
Jack B. Evans 0/(0 shares) Over $100,000)
(14,811 shares
William L. Kissick 0/(0 shares) $50,001-$100,000)
(6,218 shares
Thomas E. Leafstrand over $100,000/(15,000 shares) Over $100,000)
(30,376 shares
Timothy R. Schwertfeger over $100,000/(15,000 shares) Over $100,000)
(383,179 shares
Sheila W. Wellington 0/(0 shares) Over $100,000)
(12,256 shares
============================= =================
Total number of shares: 30,000 458,486
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(1) As of July 31, 2002, the trustees and executive officers as a group
beneficially owned 30,000 common shares of the Fund.
(2) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the nominee in the Fund and in all
Nuveen funds overseen by each trustee. For each trustee, the amount
reflected includes share equivalents of certain Nuveen funds in which the
trustee is deemed to be invested pursuant to the Deferred Compensation Plan
for Independent Trustees, as more fully described under "Compensation." For
Mr. Schwertfeger, the amount reflected also includes shares held in Nuveen's
401(k)/Profit Sharing Plan.

The above persons have sole voting power and sole investment power as to the
shares listed above, with the exception of Mr. Schwertfeger's and Ms.
Wellington's shares being held jointly with their respective spouses.

On July 31, 2002, the trustees and executive officers of the Fund as a group
beneficially owned 464,886 common shares (less than 1% of common shares
outstanding) of all of the Nuveen funds (including share equivalents of certain
Nuveen funds in which the trustee is deemed to be invested in connection with
the deferral of compensation by trustees pursuant to a deferred compensation
plan and shares held by the executive officers in Nuveen's 401(k)/Profit Sharing
Plan). As of August 27, 2002, the trustees and executive officers of the

Fund as a group owned less than 1% of any class of outstanding shares of the
Fund. As of August 27, 2002, none of the trustees beneficially owned any
FundPreferred shares. As of August 27, 2002, no shareholder owned more than 5%
of any class of shares of the Fund. During the fiscal year ended July 31, 2002,
Mr. Schwertfeger purchased 220,000 shares of stock for $3,960,000, in the
aggregate, in The John Nuveen Company ("JNC"), parent company of NIAC, and sold
236,777 shares of JNC stock for $14,266,675, in the aggregate.

OTHER AFFILIATIONS OR RELATIONSHIPS OF TRUSTEES

As of July 31, 2002, none of the trustees who are not Interested Persons of the
Fund and who are not affiliated with Nuveen or NIAC (the "Independent
Trustees"), nor any immediate family member of an Independent Trustee, owns
shares of NIAC or a principal underwriter of the Fund, nor does any such person
own shares of a company controlling, controlled by or under common control with
NIAC or a principal underwriter of the Fund.

There have been no transactions by the Fund since August 1, 2001, the beginning
of the Fund's last fiscal year, nor are there any transactions currently
proposed, in which the amount exceeds $60,000 and in which any trustee,
executive officer or security holder of more than 5% of any class of the voting
securities of the Fund or any immediate family members of the foregoing persons,
has or will have a direct or indirect material interest, nor have any of the
foregoing persons been indebted to the Fund in an amount in excess of $60,000 at
any time since that date.

No Independent Trustee, nor any immediate family member of such a trustee, has
had, in the past five years, any direct or indirect interest, the value of which
exceeds $60,000, in the investment adviser, a principal underwriter of the Fund
or in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with, the
investment adviser or principal underwriter of the Fund. Moreover, no
Independent Trustee (or immediate family member of any Independent Trustee) has,
or has had in the last two fiscal years of the Fund, any direct or indirect
relationships or any direct or indirect material interest in any transaction or
in any currently proposed transaction, in which the amount involved exceeds
$60,000, in which the following persons were or are a party: the Fund, an
officer of the Fund, any investment company sharing the same investment adviser
or principal underwriter as the Fund or any officer of such a company, any
investment adviser or principal underwriter of the Fund or any officer of such a
party, any person directly or indirectly controlling, controlled by or under
common control with, the investment adviser or principal underwriter of the
Fund, or any officer of such a person.

Within the last two completed fiscal years of the Fund, no officer of any
investment adviser or principal underwriter of the Fund or of any person
directly or indirectly controlling, controlled by or under common control with
the investment adviser or principal underwriter of the Fund, has served as a
director on a board of a company where any of the Independent Trustees or
nominees of the Fund, or immediate family members of such persons, has served as
an officer.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which any trustee or
affiliated person is a party adverse to the Fund or any of its affiliated
persons or has a material interest adverse to the Fund or any of its affiliated
persons. In addition, there have been no legal proceedings

that are material to an evaluation of the ability or integrity of any trustee or
executive officer of the Fund within the past five years.

COMPENSATION

The trustee affiliated with Nuveen and NIAC serves without any compensation from
the Fund. The Independent Trustees receive a $35,000 annual retainer for serving
as a trustee for all funds managed by NIAC, $1,000 fee per day plus expenses for
attendance in person at all meetings (other than a meeting of the dividend and
valuation committee or the executive committee held solely to declare a
dividend), $500 for attendance by telephone of such meetings, $200 for
attendance in person or by telephone at a meeting of the dividend and valuation
committee and $100 for attendance in person or by telephone at a meeting of the
executive committee. The annual retainer, fees and expenses are allocated among
the funds on the basis of relative net asset sizes.

The Board of Trustees of certain Nuveen funds (the "Participating Funds") have
adopted a Deferred Compensation Plan for Independent Trustees (the "Plan").
Under the Plan, the Independent Trustees of the Participating Funds may defer
receipt of all, or a portion of, their compensation for services to the
Participating Funds. Any deferred amount is treated as though an equivalent
dollar amount had been invested in shares of one or more eligible Nuveen funds
selected by the participant trustee.

The Fund is a Participating Fund and each Independent Trustee has elected to
defer all or a portion of their compensation. Total deferred fees for the Fund
for fiscal year 2002 (including the return from the assumed investment in the
eligible Nuveen funds) are shown in the Deferred Fees table below.

The following table shows, for each trustee who is not affiliated with Nuveen or
NIAC, (1) the aggregate compensation paid by the Fund for its fiscal year ended
July 31, 2002, (2) pension or retirement benefits accrued as part of Fund
expenses, (3) estimated annual

benefits upon retirement, and (4) the total compensation paid by the Nuveen
funds during the calendar year 2001.

PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION
ACCRUED ANNUAL FROM FUND
AS PART OF BENEFITS AND FUND
NAME OF FUND UPON COMPLEX PAID
PERSON, POSITION AGGREGATE COMPENSATION FROM THE FUND(1) EXPENSES RETIREMENT TO TRUSTEES(2)
--------------------- --------------------------------------------------------------------------------------------------------

James E. Bacon,
Trustee $ 4,725 $ 0 $ 0 $ 44,500
William E. Bennett,
Trustee 7,501 0 0 38,150
Jack B. Evans,
Trustee 5,785 0 0 48,000
William L. Kissick,
Trustee 5,432 0 0 47,500
Thomas E. Leafstrand,
Trustee 6,221 0 0 51,000
Sheila W. Wellington,
Trustee 5,528 0 0 48,000
-------------------------------------------------------------------------------------------------------------------------------

(1) Includes deferred fees. Pursuant to a deferred compensation agreement with
the Fund, deferred amounts are treated as though an equivalent dollar amount
has been invested in shares of one or more eligible Nuveen funds. The
following table sets forth the amount of deferred fees earned by the
Independent Trustees:

NAME OF TRUSTEE DEFERRED FEES
--------------------------------- -------------------------------------------------------------

James E. Bacon $ 3,992
William E. Bennett 6,407
Jack B. Evans 2,437
William L. Kissick 1,866
Thomas E. Leafstrand 2,488
Sheila W. Wellington 4,506
------------------------------------------------------------------------------------------------

(2) Includes the total compensation for service on the Boards of the 9 open-end
and 9 closed-end funds advised by NIAC.

JNC, parent company of NIAC, maintains its charitable contributions programs to
encourage the active support and involvement of individuals in the civic
activities of their community. These programs include a matching contributions
program and a direct contributions program.

The Independent Trustees of the Fund are eligible to participate in the
charitable contributions program of JNC. Under the matching program, JNC will
match the personal contributions of an Independent Trustee to Section 501(c)(3)
organizations up to an aggregate maximum amount of $10,000 during any calendar
year. Under its direct (non-matching)

program, JNC makes contributions to qualifying Section 501(c)(3) organizations,
as approved by the corporate contributions committee of JNC. The Independent
Trustees are also eligible to submit proposals to the committee requesting that
contributions be made under this program to Section 501(c)(3) organizations
identified by the Independent Trustees, in an aggregate amount not to exceed
$5,000 during any calendar year. Any contribution made by JNC under the direct
program is made solely at the discretion of the corporate contributions
committee.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940 and Section 16(a) of the
Securities Act of 1934 (the "1934 Act") require each of the Fund's officers and
trustees, investment adviser, affiliated persons of the investment adviser and
persons who own more than ten percent of a registered class of the Fund's equity
securities to file forms with the Securities and Exchange Commission ("SEC") and
the New York Stock Exchange reporting their affiliation with the Fund and
reports of ownership and changes in ownership of Fund shares. These persons and
entities are required by SEC regulation to furnish the Fund with copies of all
such forms they file. During the fiscal year ended July 31, 2002, the Fund
submitted on behalf of Thomas E. Leafstrand, trustee, and Edward F. Neild, Vice
President, one late report on Form 4 for each person for one transaction.
Messrs. Leafstrand and Neild had submitted the transactions to the Fund on a
timely basis but the Fund failed to file the Form 4s with the SEC by the
required date. However, based on a review of the required forms furnished to the
Fund, the Fund believes that during the fiscal year ended July 31, 2002, the
Fund's officers and trustees, investment adviser and affiliated persons of the
investment adviser, other than as noted above, complied with all such applicable
filing requirements. To the knowledge of management of the Fund, no shareholder
of the Fund owns more than 10% of a registered class of any Fund's equity
securities.

COMMITTEES

William L. Kissick and Timothy R. Schwertfeger serve as the current members of
the executive committee of the Fund's Board of Trustees. The Fund's executive
committee, which meets between regular meetings of the Board of Trustees, is
authorized to exercise all of the powers of the Board of Trustees. The executive
committee of the Fund did not hold any meetings during the fiscal year ended
July 31, 2002.

Thomas E. Leafstrand, William E. Bennett and Timothy R. Schwertfeger were the
members of the dividend and valuation committee of the Fund during the fiscal
year ended July 31, 2002. The dividend and valuation committee is authorized to
declare distributions on the Fund's shares including, but not limited to,
regular and special dividends, capital gains and ordinary income distributions,
and to oversee the pricing of the Fund's assets. The dividend and valuation
committee of the Fund held six meetings during the fiscal year ended July 31,
2002.

The Fund's Board of Trustees has an audit committee currently composed of James
E. Bacon, William E. Bennett, Jack B. Evans, William L. Kissick and Thomas E.
Leafstrand, trustees of the Fund who are not "interested persons" of the Fund
and who are "independent" as that term is defined in Section 303.01(B)(2)(a) and
(3) of the New York Stock Exchange's listing standards. The Fund's audit
committee reviews the work and any recommendations of the Fund's independent
auditors. Based on such review, it is authorized to make recommendations to the
Board of Trustees. The audit committee of the Fund held two meetings during

the fiscal year ended July 31, 2002. The audit committee has adopted a written
charter. A copy of the written charter is attached as Appendix A to this Proxy
Statement.

Nomination of the Independent Trustees of the Fund is committed to a nominating
and governance committee composed of the Independent Trustees of the Fund.
Members of the Fund's nominating and governance committee are James E. Bacon,
William E. Bennett, Jack B. Evans, William L. Kissick, Thomas E. Leafstrand and
Sheila W. Wellington. The Fund's nominating and governance committee identifies
and recommends individuals to be nominated for election as Independent Trustees.
The committee also reviews matters relating to (1) the composition, duties,
recruitment, independence and tenure of trustees, (2) the selection of various
committee assignments, and (3) trustee education, board meetings and board
performance. The nominating and governance committee of the Fund held four
meetings during the fiscal year ended July 31, 2002. In the event of a vacancy
on the Board of Trustees, the nominating and governance committee receives
suggestions from various sources as to suitable candidates. Suggestions should
be sent in writing to Lorna Ferguson, Vice President for Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, IL 60606. The nominating and
governance committee sets appropriate standards and requirements for nominations
for new trustees and reserves the right to interview all candidates and to make
the final selection of any new trustees.

The Board of Trustees of the Fund held three regular board meetings and three
special board meetings during the fiscal year ended July 31, 2002. During the
last fiscal year, each trustee attended 75% or more of the Fund's board meetings
and committee meetings (if a member thereof).

AUDIT COMMITTEE REPORT

The audit committee of the Board of Trustees of the Fund is responsible for
assisting the Board in monitoring (1) the quality and integrity of the Fund's
financial statements, (2) the Fund's compliance with regulatory requirements,
and (3) the independence and performance of the Fund's independent and internal
auditors. Among other responsibilities, the committee reviews, in its oversight
capacity, the Fund's annual financial statements with both management and the
independent auditors and the committee meets periodically with the independent
and internal auditors to consider their evaluation of the Fund's financial and
internal controls. The committee also recommends to the Board of Trustees the
selection of the Fund's independent auditors. The committee is currently
composed of five non-employee trustees and operates under a written charter
adopted and approved by the Board of Trustees. Each committee member is
independent as defined by New York Stock Exchange listing standards.

The committee, in discharging its duties, has met with and held discussions with
management and the Fund's independent and internal auditors. The committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that the Fund's financial
statements were prepared in accordance with generally accepted accounting
principles. The committee has also discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees). The Fund's independent auditors provided
to the committee the written disclosure required by Independent Standards Board
Standard No. 1 (Independent Discussions with Audit Committees), and the
committee discussed with representatives of the independent auditor their firm's

independence. As provided in the Audit Committee Charter, it is not the
committee's responsibility to determine, and the considerations and discussions
referenced above do not ensure, that the Fund's financial statements are
complete and accurate and presented in accordance with generally accepted
accounting principles.

Based on the committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the committee, the committee has recommended that the
Board of Trustees include the audited financial statements in the Fund's Annual
Report.

The members of the audit committee are:

James E. Bacon
William E. Bennett
Jack B. Evans
William L. Kissick
Thomas E. Leafstrand

AUDIT AND RELATED FEES

AUDIT FEES. The aggregate fees billed by KPMG LLP for professional services for
the audit of the Fund's financial statements for the fiscal year ended July 31,
2002, were as follows:

FINANCIAL INFORMATION
AUDIT SYSTEMS DESIGN AND ALL OTHER
FEES IMPLEMENTATION FEES FEES
------- --------------------- ---------

$50,000 $0 $4,241
---------------------------------------------

OTHER FEES. All other fees noted above represent fees paid to KPMG LLP for
services relating to annual excise tax calculations and quarterly agreed upon
procedures for rating agencies to verify compliance with the FundPreferred
shares' asset maintenance tests. KPMG LLP performed each of the services noted
in their capacity as independent auditor for the Fund.

The audit committee has considered whether the receipt of non-audit fees by KPMG
LLP are compatible with maintaining the independence of KPMG LLP.

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Trustees has appointed KPMG LLP, certified public accountants, as
independent auditors to examine the annual consolidated statements for the
fiscal year ending July 31, 2003. A representative of KPMG LLP will be present
at the meeting to make a statement, if such representative so desires, and to
respond to shareholders' questions. KPMG has informed the Fund that it has no
direct or indirect material financial interest in the Fund, Nuveen, NIAC or any
other investment company sponsored by Nuveen.

INFORMATION ABOUT THE FUND'S INVESTMENT ADVISER

NIAC, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment
adviser for the Fund and Symphony Asset Management LLC ("Symphony") located at
555 California St., Suite 2975, San Francisco, California 94104, serves as
sub-adviser for the Fund. NIAC and Symphony are both 100% owned (directly or
indirectly) by JNC, which in turn is approximately 78% owned by The St. Paul
Companies, Inc., ("St. Paul"). St. Paul is located at

385 Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. On August 1, 2002,
NIAC replaced Nuveen Senior Loan Asset Management, Inc. ("NSLAM") as the Fund's
investment adviser and appointed Symphony as the Fund's sub-adviser. NSLAM is
also a wholly-owned subsidiary of JNC. The change in investment advisory
relationships for the Fund will not result in any change to the personnel,
policies or operations used to manage the Fund. Such change merely reflects an
internal restructuring of the Nuveen family of advisory service providers.
Nuveen Investments, a wholly-owned subsidiary of JNC, acted as co-managing
underwriter in the initial public offerings of the common shares of the Fund in
1999 and its FundPreferred shares in 2000.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of the Fund to be held
in 2003, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act
must be received at the offices of the Fund, 333 West Wacker Drive, Chicago,
Illinois 60606, not later than May 29, 2003. A shareholder wishing to provide
notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted
outside the process of Rule 14a-8 must submit such written notice not later than
August 12, 2003. Timely submission of a proposal does not mean that such
proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and Proxy Statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Fund. Additional solicitation may
be made by letter, telephone or telegraph by officers of the Fund, by officers
or employees of Nuveen Investments or NIAC, or by dealers and their
representatives.

FISCAL YEAR

The last fiscal year of the Fund ended July 31, 2002.

ANNUAL REPORT DELIVERY

Annual reports for the fiscal year ended July 31, 2002 will be sent to
shareholders then of record at the end of September, 2002. The Fund will
furnish, without charge, a copy of its annual or semi-annual reports to its
shareholders upon request. Such written or oral requests should be directed to
the Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or by calling
1-800-257-8787.

Please note that only one annual report or Proxy Statement may be delivered to
two or more shareholders of the Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or Proxy Statement, or, for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the Fund at the
address and phone number set forth above.

GENERAL

Management does not intend to present and does not have reason to believe that
others will present any other items of business at the Fund's Annual Meeting.
However, if other matters are properly presented to the Annual Meeting for a
vote, the proxies will be voted by the persons acting under the proxies upon
such matters in accordance with their judgment of the best interests of the
Fund.

A list of shareholders entitled to be present and to vote at the Fund's Annual
Meeting will be available at the offices of the Fund, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of the Annual Meeting.

Failure of a quorum to be present at the Fund's Annual Meeting will necessitate
adjournment and will subject the Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of the Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under the Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO VOTE YOUR SHARES
PROMPTLY.

Gifford R. Zimmerman
Vice President and Secretary

September 26, 2002

APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEE CHARTER

July, 2000

ORGANIZATION

There shall be a committee of each Board of Directors/Trustees of the Nuveen
Management Investment Companies to be known as the Audit Committee. The Audit
Committee shall be composed of at least three Directors/Trustees. Audit
Committee members shall be independent of the Management Investment Companies
and free of any relationship that, in the opinion of the Directors/Trustees,
would interfere with their exercise of independent judgment as a committee
member. Each such member of the Audit Committee shall have a basic understanding
of finance and accounting and be able to read and understand fundamental
financial statements, and at least one such member shall have accounting or
related financial management expertise, in each case as determined by the
Directors/ Trustees, exercising their business judgment.

STATEMENT OF POLICY

The Audit Committee shall assist the Board in monitoring (1) the accounting and
reporting policies and practices of the Management Investment Companies
(hereafter referred to as "Funds" or individually "Fund"), (2) the quality and
integrity of the financial statements of the Funds, (3) the compliance by the
Funds with legal and regulatory requirements and (4) the independence and
performance of the external and internal auditors. In doing so, the Audit
Committee shall seek to maintain free and open means of communication among the
Directors, the independent auditors, the internal auditors and the management of
Nuveen.

The Audit Committee shall have the authority in its discretion to retain special
legal, accounting or other consultants to advise the Committee. The Audit
Committee may request any officer or employee of the John Nuveen Company or the
Funds' independent auditors or outside counsel to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee. The
Funds' independent auditors and internal auditors shall have unrestricted
accessibility at any time to committee members.

RESPONSIBILITIES

Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting and internal control.

The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. The independent auditors are ultimately accountable to the
Board and Audit Committee. It is the ultimate responsibility of the Board and
the Audit Committee for selection, evaluation and replacement of the independent
auditors.

In carrying out its responsibilities the Audit Committee believes its policies
and procedures should remain flexible, in order to react to changing conditions
and requirements applicable to the Funds.

The Audit Committee is responsible for the following:

Fund Financial Statements:

1. Reviewing the annual audited financial statements with Fund management
including major issues regarding accounting and auditing principles
and practices.

2. Requiring the independent auditors to deliver to the Chairman of the
Committee a timely report on any issues relating to the significant
accounting policies, management judgments and accounting estimates or
other matters that would need to be communicated under SAS 61, that
arise during the auditor's review of the Fund's financial statements,
which information shall be further communicated by the Chairman to the
other members of the Committee, as deemed necessary or appropriate in
the judgment of the Chairman.

With respect to the independent auditors:

3. Receiving periodic reports (including a formal written statement
delineating all relationships between the auditors and the Funds) from
the firms of independent auditors regarding their independence, their
membership in the SEC practice section of the AICPA and their
compliance with all applicable requirements for independence and peer
review, and discussing such reports with the auditors.

4. Reviewing and recommending to the Directors/Trustees the independent
auditors to be selected to audit the annual financial statements of
the Funds.

5. Meeting with the independent auditors and Fund management to review
the scope and fees of the proposed audits for the current year and the
audit procedures to be utilized. At the conclusion of the audit,
reviewing such audit results, including any comments or
recommendations of the independent auditors, any significant changes
required from the originally planned audit programs and any
adjustments to such statements recommended by the auditors.

6. Providing sufficient opportunity at all meetings of the Audit
Committee for the independent auditors to meet with the members of the
Audit Committee without members of Fund management being present.

With respect to any internal auditor:

7. Reviewing the internal audit function as it relates to the Funds
including the proposed programs for the coming year. It is not the
obligation or responsibility of the Audit Committee to confirm the
independence of any Nuveen internal auditors performing services
relating to the Funds or to approve any termination or replacement of
the Nuveen Manager of Internal Audit.

8. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed internal
audit plan for the Funds, with explanations for significant deviations
from the original plan.

Other responsibilities:

9. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.

10. Reviewing with the independent auditors, with any internal auditor and
with Fund management, the adequacy and effectiveness of the accounting
and financial controls of the Funds, and elicit any recommendations
for the improvement of internal control procedures or particular areas
where new or more detailed controls or procedures or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures which might be
deemed illegal or otherwise improper.

11. Reviewing the reports of examinations by regulatory authorities.

12. Reporting to the Directors/Trustees on the results of the activities
of the Committee.

13. Performing any special reviews, investigations or oversight
responsibilities requested by the Directors/Trustees.

14. With respect to the Exchange-Traded Funds, preparing any report
required by the rules of the SEC to be included in a proxy statement
for a fund.

15. Reviewing and reassessing annually the adequacy of this charter and
providing a recommendation to the Board of Directors/Trustees for
approval of any proposed changes deemed necessary or advisable by the
Committee.

Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.

NUVEEN INVESTMENTS LOGO

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com NSL1002

[NUVEEN LOGO]
NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606 NUVEEN SENIOR INCOME FUND - COMMON

ANNUAL MEETING OF SHAREHOLDERS

COMMON SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF
SHAREHOLDERS, OCTOBER 23, 2002

The Annual Meeting of shareholders will be held Wednesday, October 23, 2002, at
10:30 a.m. Central Time, in the 31st floor conference room of Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will
be asked to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned to represent and vote the shares of the undersigned, at the
Annual Meeting of shareholders to be held on October 23, 2002, or any
adjournment or adjournments thereof.

You are encouraged to specify your choice by marking the appropriate box. If you
do not mark any box, your proxy will be voted "FOR" the proposal. Please mark,
sign, date and return this proxy card promptly using the enclosed envelope, if
you are not voting by telephone or over the Internet. To vote by telephone,
please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com.
In either case you will be asked to enter the control number on the right hand
side of this proxy card.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X

[CONTROL NUMBER]
--------------------------------------------------------------------------------

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NUVEEN SENIOR INCOME FUND - COMMON
COMMON SHARES
VOTE ON PROPOSAL

1. ELECTION OF NOMINEES TO THE BOARD
01) James E. Bacon FOR WITHHOLD FOR ALL
02) William E. Bennett ALL ALL EXCEPT
03) Jack B. Evans / / / / / /
04) Thomas E. Leafstrand
05) Sheila W. Wellington

To withhold authority to vote mark "For All Except" and
write the nominee's number on the line below.

---------------------------------

-------------------------------------------------------------------------------

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyvote.com).

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting.

THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES
TO THE BOARD.

Please be sure to sign and date this proxy, if you are not voting by telephone
or over the Internet.

NOTE: Please sign your name exactly as it appears on this proxy. If shares are
held jointly, each holder must sign the proxy. If you are signing on behalf of
an estate, trust, or corporation, please state your title or capacity.

------------------------------------------ ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

[NUVEEN LOGO]
NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606 NUVEEN SENIOR INCOME FUND - PREFERRED

ANNUAL MEETING OF SHAREHOLDERS

TAXABLE AUCTIONED PREFERRED SHARES, SERIES TH

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF
SHAREHOLDERS, OCTOBER 23, 2002

The Annual Meeting of shareholders will be held Wednesday, October 23, 2002, at
10:30 a.m. Central Time, in the 31st floor conference room of Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will
be asked to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger, Gifford
R. Zimmerman, and each of them, with full power of substitution, proxies for the
undersigned to represent and vote the shares of the undersigned, at the Annual
Meeting of shareholders to be held on October 23, 2002, or any adjournment or
adjournments thereof.

You are encouraged to specify your choice by marking the appropriate box. If you
do not mark any box, your proxy will be voted "FOR" the proposal. Please mark,
sign, date and return this proxy card promptly using the enclosed envelope if
you are not voting by telephone or over the Internet. To vote by telephone,
please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com.
In either case you will be asked to enter the control number on the right hand
side of this proxy card.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X

[CONTROL NUMBER]
--------------------------------------------------------------------------------

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NUVEEN SENIOR INCOME FUND - PREFERRED
TAXABLE AUCTIONED PREFERRED SHARES, SERIES TH
VOTE ON PROPOSAL

1. ELECTION OF NOMINEES TO THE BOARD
01) James E. Bacon FOR WITHHOLD FOR ALL
02) William E. Bennett ALL ALL EXCEPT
03) Jack B. Evans / / / / / /
04) Thomas E. Leafstrand
05) Sheila W. Wellington
06) William L. Kissick
07) Timothy R. Schwertfeger

To withhold authority to vote mark "For All Except" and
write the nominee's number on the line below.

---------------------------------

-------------------------------------------------------------------------------

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.

THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES
TO THE BOARD.

Please be sure to sign and date this proxy, if you are not voting by telephone
or over the Internet.

------------------------------------------ ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date