AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • Massachusetts
This Agreement between those NUVEEN INVESTMENT COMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a “Fund” and collectively as the “Funds”) listed on Appendix A hereto (hereinafter “Appendix A” as it may be amended from time to time), which may be Massachusetts business trusts or have such other form of organization as may be indicated, and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
Transfer Agency and Service Agreement Among Each of the Nuveen Closed End Investment Companies Listed on Exhibit A Hereto and State Street Bank and Trust CompanyAgency and Service Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • Massachusetts
AGREEMENT made as of the 7th day of October, 2002, by and among each of the Nuveen closed-end investment companies listed on Exhibit A hereto, which may be amended from time to time, each being either a Minnesota corporation or a Massachusetts business trust as indicated on Exhibit A (each a “Fund” or the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having a principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).
NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES (As Amended and Restated Effective January 1, 2009)Nuveen Mortgage Opportunity Term Fund • November 9th, 2009 • Illinois
NUVEEN MORTGAGE OPPORTUNITY TERM FUND [ ] Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
FORM OF INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • Illinois
AGREEMENT made as of this [ ]th day of November, 2009, by and between Nuveen Mortgage Opportunity Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”).
LOAN AGREEMENT By and Among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF as Borrower, THE BANK OF NEW YORK MELLON as Administrative Agent and Collateral Agent, and THE UNITED STATES DEPARTMENT OF THE TREASURY as Lender Dated as of the date...Loan Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
LOAN AGREEMENT, dated as of the date set forth on Schedule A, by and among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as lender (in such capacity, the “Lender”).
VALUATION ADMINISTRATION AGREEMENTValuation Administration Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
This VALUATION ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as valuation agent under this agreement, the “Valuation Agent”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as collateral administrator under this agreement, the “Collateral Administrator”).
STRUCTURING FEE AGREEMENT November [—], 2009Structuring Fee Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
This agreement is between Nuveen Asset Management (the “Company”) and UBS Securities LLC (“UBS”) with respect to the Nuveen Mortgage Opportunity Term Fund (the “Fund”).
GUARANTEE AND SECURITY AGREEMENT dated as of the date set forth in Schedule A to the Loan Agreement referred to herein among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO, as Borrower, THE UNITED STATES DEPARTMENT OF THE TREASURY, as Lender,...Guarantee and Security Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Borrower”); each entity that becomes a “GUARANTOR” after the date hereof pursuant to Section 7.08 hereof (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”); THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”); and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent for the Lender under the Loan Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
CUSTODIAL AGREEMENTCustodial Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
THIS CUSTODIAL AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) under the Loan Agreement referred to below, and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as custodian under this Agreement, for the Borrower and the Agents (in such capacity, the “Custodian”).
NUVEEN MORTGAGE OPPORTUNITY TERM FUND Subscription AgreementSubscription Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund
This Agreement made this October 28, 2009 by and between Nuveen Mortgage Opportunity Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management (the “Subscriber”);
FORM OF INVESTMENT SUB-ADVISORY AGREEMENTSub-Advisory Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • Illinois
AGREEMENT made as of this [ ]th day of November, 2009, by and between Nuveen Mortgage Opportunity Term Fund, a Massachusetts business trust (the “Fund”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership and a federally registered investment adviser (the “Sub-Adviser”).
