Nuveen Floating Rate Income Opportunity Fund Sample Contracts

Among
Transfer Agency and Service Agreement • July 27th, 2004 • Nuveen Floating Rate Income Opportunity Fund • Massachusetts
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WITNESSETH THAT:
Management Agreement • September 16th, 2004 • Nuveen Floating Rate Income Opportunity Fund
Relating to
Broker-Dealer Agreement • September 16th, 2004 • Nuveen Floating Rate Income Opportunity Fund • New York
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND [_______] Common Shares ($.01 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • July 27th, 2004 • Nuveen Floating Rate Income Opportunity Fund • New York
Witnesseth:
Master Custodian Agreement • July 27th, 2004 • Nuveen Floating Rate Income Opportunity Fund • Massachusetts
Exhibit k.3 NUVEEN AUCTION AGENCY AGREEMENT Basic Terms for Acting as Auction Agent
Auction Agency Agreement • September 16th, 2004 • Nuveen Floating Rate Income Opportunity Fund • New York
W I T N E S S E T H
Expense Reimbursement Agreement • July 27th, 2004 • Nuveen Floating Rate Income Opportunity Fund • Illinois
DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • March 11th, 2013 • Nuveen Floating Rate Income Opportunity Fund • New York

From time to time Nuveen Securities, LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by Nuveen Floating Rate Income Opportunity Fund, a Massachusetts business trust (the “Fund”), of the Fund’s common stock, par value $0.01 per share (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, a certain number of shares of the Fund’s Common Stock.

WITNESSETH:
Subscription Agreement • July 27th, 2004 • Nuveen Floating Rate Income Opportunity Fund
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND Chicago, Illinois 60606
Distribution Agreement • March 11th, 2013 • Nuveen Floating Rate Income Opportunity Fund

Nuveen Floating Rate Income Opportunity Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-187029 and 811-21579) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 2nd, 2010 • Nuveen Floating Rate Income Opportunity Fund • Illinois

AGREEMENT made this 13th day of November 2007, by and between NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 30th, 2017 • Nuveen Floating Rate Income Opportunity Fund • Illinois

AGREEMENT effective as of this 1st day of October 2014 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (“Manager”), and Symphony Asset Management LLC, a California limited liability company and a federally registered investment adviser (“Sub-Adviser”).

I. GENERAL
Master Agreement Among Underwriters • September 16th, 2004 • Nuveen Floating Rate Income Opportunity Fund • New York
Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A Attached Hereto and Computershare Inc. and Computershare Trust Company, N.A.
Transfer Agency and Service Agreement • November 30th, 2017 • Nuveen Floating Rate Income Opportunity Fund • New York

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of June 15, 2017 (“Effective Date”), is by and between each of the Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.

NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND TERM PREFERRED SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2016 • Nuveen Floating Rate Income Opportunity 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.

DISTRIBUTION AGREEMENT NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND Chicago, Illinois 60606
Distribution Agreement • September 28th, 2010 • Nuveen Floating Rate Income Opportunity Fund • Illinois

Nuveen Floating Rate Income Opportunity Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-167242 and 811-21579) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND Common Stock ($0.01 par value) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 28th, 2010 • Nuveen Floating Rate Income Opportunity Fund • New York

Nuveen Investments, LLC, a Delaware limited liability company (the “Manager”), confirms its agreement, subject to the terms and conditions stated herein, to retain Stifel, Nicolaus & Company, Incorporated (the “Agent”) as the Manager’s exclusive sub-placement agent with respect to registered at-the-market offerings of 2,800,000 shares (the “Shares”) of the common stock, $0.01 par value per share (the “Common Stock”), of Nuveen Floating Rate Income Opportunity Fund, a Massachusetts business trust (the “Fund”), on the terms set forth in Section 2 of this Equity Distribution Agreement (the “Agreement”). The Fund’s investment adviser is Nuveen Asset Management, a Delaware corporation, and the Fund’s investment subadviser is Symphony Asset Management, LLC, a California limited liability company (collectively, the “Adviser”).

NUVEEN CLOSED-END FUNDS RENEWAL OF INVESTMENT MANAGEMENT AGREEMENTS
Investment Management Agreement • November 30th, 2017 • Nuveen Floating Rate Income Opportunity Fund

This Agreement made this 24th day of July 2017 by and between the funds listed on Schedule A (the “Nuveen Closed-End Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”);

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 30th, 2017 • Nuveen Floating Rate Income Opportunity Fund • Illinois

AGREEMENT made this 1st day of October 2014, by and between NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 30th, 2016 • Nuveen Floating Rate Income Opportunity Fund • New York

This agreement (this “Agreement”) is among Nuveen Fund Advisors, LLC (the “Adviser”), Nuveen Floating Rate Income Opportunity 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).

NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND VARIABLE RATE TERM PREFERRED SHARES ANNEX 1 TO THE PURCHASE AGREEMENT AS AMENDED AND EFFECTIVE NOVEMBER 30, 2015
Purchase Agreement • October 11th, 2016 • Nuveen Floating Rate Income Opportunity Fund

Explanatory Note: The following As-Amended Annex 1 to the Purchase Agreement, effective as of November 30, 2015 (the “As-Amended Annex 1”), replaces in its entirety the Annex 1 to the Purchase Agreement attached to the Statement Establishing and Fixing the Rights and Preferences of Variable Rate Term Preferred Shares (the “Statement”), which was dated and originally filed with the Secretary of the Commonwealth of Massachusetts on December 27, 2013. Effective November 30, 2015, all references to “Annex 1” in the Statement and any Appendix thereto shall be deemed to refer to the As-Amended Annex 1. The parties to the Purchase Agreement have agreed among themselves that the Fund will pay the Increased Rate on the VRTP Shares, and redeem all or a portion of the VRTP Shares at the Mandatory Redemption Price, if the terms and conditions of the As-Amended Annex 1 so provide. The As-Amended Annex 1 is not a part of the Statement or any Appendix thereto and is being filed solely for information

AGREEMENT OF AMENDMENT NO. 8
Revolving Credit and Security Agreement • November 2nd, 2016 • Nuveen Floating Rate Income Opportunity Fund

Reference is made to that certain Revolving Credit and Security Agreement dated as of May 16, 2008 (as from time to time amended, the “Credit Agreement”) among Nuveen Floating Rate Income Opportunity Fund (the “Borrower”), CHARTA, LLC (“CHARTA”), CAFCO, LLC (“CAFCO”), CRC Funding, LLC (“CRC Funding”), and CIESCO, LLC (together with CHARTA, CAFCO, and CRC Funding, the “Conduit Lenders”), Citibank, N.A., as secondary lender (the “Secondary Lender”) and Citibank, N.A., as agent (as successor by assignment to Citicorp North America, Inc., the “Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 11th, 2016 • Nuveen Floating Rate Income Opportunity Fund • Illinois

AGREEMENT made this 1st day of October 2014, by and between NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).

NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND Common Stock ($0.01 par value) FIRST AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 17th, 2012 • Nuveen Floating Rate Income Opportunity Fund

THIS AMENDMENT (this “Amendment “) to the Equity Distribution Agreement (defined below) is entered into on and as of August 17, 2012, by and among Nuveen Floating Rate Income Opportunity Fund, a Massachusetts business trust (the “Fund”), the Fund’s manager, Nuveen Securities, LLC (formerly known as Nuveen Investments, LLC), a Delaware limited liability company (the “Manager”), the Fund’s investment adviser, Nuveen Fund Advisors, Inc. (formerly known as Nuveen Asset Management), a Delaware corporation, the Fund’s investment sub-adviser, Symphony Asset Management, LLC, a California limited liability company (together with Nuveen Fund Advisors, Inc., the “Adviser”) and Stifel, Nicolaus & Company, Incorporated (the “Agent”, and together with the Fund, Manager and Adviser, the “Parties”). Capitalized terms used and not defined in this Amendment have the meanings ascribed thereto in the Equity Distribution Agreement.

NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • August 17th, 2012 • Nuveen Floating Rate Income Opportunity Fund

THIS AMENDMENT (this “Amendment”) to the Distribution Agreement (defined below) is entered into on and as of August 17, 2012, by and between Nuveen Floating Rate Income Opportunity Fund, a Massachusetts business trust (the “Fund”) and the Fund’s distributor, Nuveen Securities, LLC (formerly known as Nuveen Investments, LLC), a Delaware limited liability company (the “Distributor”) (together with the Fund, the “Parties”). Capitalized terms used and not defined in this Amendment have the meanings ascribed thereto in the Distribution Agreement.

NUVEEN CLOSED-END FUNDS RENEWAL OF INVESTMENT MANAGEMENT AGREEMENTS
Investment Management Agreement • February 23rd, 2017 • Nuveen Floating Rate Income Opportunity Fund

This Agreement made this 27th day of July 2016 by and between the funds listed on Schedule A (the “Nuveen Closed-End Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”);

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