Independent Auditors' Report
To the Shareholders and
Board of Trustees of
Nuveen Senior Income Fund
In planning and performing our audit of the financial
statements of Nuveen Senior Income Fund for the period
from October 29, 1999 (commencement of investment
operations) to July 31, 2000, we considered its internal
control, including control activities for safeguarding
securities, in order to determine our auditing procedures
for the purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance
on internal control.
The management of Nuveen Senior Income Fund is
responsible for establishing and maintaining internal
control. In fulfilling this responsibility, estimates and
judgments by management are required to assess the
expected benefits and related costs of controls.
Generally, controls that are relevant to an audit pertain to
the entity's objective of preparing financial statements
for external purposes that are fairly presented in
conformity with generally accepted accounting
principles. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or
disposition.
Because of inherent limitations in internal control, error
or fraud may occur and not be detected. Also, projection
of any evaluation of internal control to future periods is
subject to the risk that it may become inadequate
because of changes in conditions or that the
effectiveness of the design and operation may
deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal control that
might be material weaknesses under standards
established by the American Institute of Certified Public
Accountants. A material weakness is a condition in
which the design or operation of one or more of the
internal control components does not reduce to a
relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in
relation to the financial statements being audited may
occur and not be detected within a timely period by
employees in the normal course of performing their
assigned functions. However, we noted no matters
involving internal control and its operation, including
controls for safeguarding securities, that we consider to
be material weaknesses as defined above as of July 31,
2000.
This report is intended solely for the information and use
of management and the Board of Trustees of Nuveen
Senior Income Fund and the Securities and Exchange
Commission and is not intended to be and should not be
used by anyone other than these specified parties.
KPMG LLP
/s/- KPMG LLP
September 18, 2000
