Nuveen Mortgage Opportunity Term Fund Sample Contracts

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master 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”).

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WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep

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 Company
Agency 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 MORTGAGE OPPORTUNITY TERM FUND [ ] Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENT
Underwriting Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 6th, 2019 • Nuveen Mortgage Opportunity Term Fund • Illinois

AGREEMENT made as of this 1st day of October 2014, by and between Nuveen Mortgage Opportunity Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”).

WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT
Master Selected Dealers Agreement • November 9th, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
INVESTMENT SUB-ADVISORY AGREEMENT Nuveen Mortgage and Income Fund (JLS)
Investment Sub-Advisory Agreement • March 16th, 2020 • Nuveen Mortgage & Income Fund/Ma/ • Illinois

THIS AGREEMENT is made as of the 14th day of October 2019, between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Teachers Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • Illinois

AGREEMENT made as of this 17th 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 23rd, 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 AGREEMENT
Valuation Administration Agreement • November 23rd, 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”).

CONTINUANCE OF MANAGEMENT AGREEMENTS
Management Agreements • September 6th, 2019 • Nuveen Mortgage Opportunity Term Fund

Agreement made as of this 30th day of July 2019, by and between the entities listed on Appendix A (the “Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), to be effective August 1, 2019.

COLLATERAL ADMINISTRATION AGREEMENT
Collateral Administration Agreement • November 23rd, 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 [—], 2009
Structuring 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 23rd, 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”).

FORM OF INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 6th, 2019 • Nuveen Mortgage Opportunity Term Fund • Illinois

AGREEMENT made as of this ___ day of ______ 20[ ], by and between [Nuveen Fund Name], a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”).

FORM OF SUB-ADVISORY AGREEMENT INVESTMENT SUB-ADVISORY AGREEMENT [Nuveen Fund Name (ticker)]
Agreement • September 6th, 2019 • Nuveen Mortgage Opportunity Term Fund • Illinois

THIS AGREEMENT is made as of the ___ day of ______ 20[ ], between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Teachers Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).

Depositary and Information Agent Agreement Between Nuveen Mortgage Opportunity Term Fund And Computershare Trust Company, N.A., Computershare Inc. And Georgeson LLC
Depositary and Information Agent Agreement • September 6th, 2019 • Nuveen Mortgage Opportunity Term Fund • New York

THIS DEPOSITARY AND INFORMATION AGENT AGREEMENT dated as of [DATE] (the “Effective Date”), is by and between Nuveen Mortgage Opportunity Term Fund, a business trust organized and existing under the laws of the Commonwealth of Massachusetts (the “Purchaser” or “Company”), having its principal office and place of business at [COMPANY ADDRESS], and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021, and, for purposes of the services provided under Article II hereof, Georgeson LLC, a Delaware limited liability company (”Georgeson”).

CUSTODIAL AGREEMENT
Custodial 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • Illinois

AGREEMENT made as of this 17th 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”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
INCENTIVE FEE AGREEMENT
Incentive Fee Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • New York

INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of November [—], 2009, between Raymond James & Associates, Inc. (“Qualifying Underwriter”) and Nuveen Asset Management (“Nuveen”).

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NUVEEN MORTGAGE OPPORTUNITY TERM FUND Subscription Agreement
Subscription 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 N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Mortgage Opportunity Term Fund 811-22329 On January 1, 2011 a new Sub- Advisory Agreement went into effect for the above reference trust. Such Agreement is attached...
Nuveen Mortgage Opportunity Term Fund • August 29th, 2011

On January 1, 2011 a new Sub-Advisory Agreement went into effect for the above reference trust. Such Agreement is attached as an exhibit to Form N- SAR.

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Mortgage Opportunity Term Fund 811-22329 We hereby incorporate by reference a new Investment Advisory agreement, and a new Sub- Advisory Agreement a form of which was...
Nuveen Mortgage Opportunity Term Fund • March 2nd, 2015

We hereby incorporate by reference a new Investment Advisory agreement, and a new Sub- Advisory Agreement a form of which was filed as Appendix L and Appendix M, respectively, under Conformed Submission Type DEF 14A, accession number 0001193125-14-242583, on June 19, 2014.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 6th, 2019 • Nuveen Mortgage Opportunity Term Fund • Illinois

AGREEMENT effective as of this 1st day of October 2014, 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”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-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”).

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