EXHIBIT K2
EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT made this 24th day of November 2004, by and between NUVEEN EQUITY
PREMIUM OPPORTUNITY FUND, a Massachusetts business trust (the "Fund"), and
NUVEEN ASSET MANAGEMENT INC., a Delaware corporation (the "Adviser").
W I T N E S S E T H
WHEREAS, the Fund and the Adviser have separately entered into an Investment
Management Agreement of even date herewith (the "Management Agreement"); and
WHEREAS, the Adviser in turn has entered into Investment Sub-Advisory Agreement
of even date herewith (the "Sub-Advisory Agreement") with Gateway Investment
Advisers, L.P., (the "Sub-Adviser");
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained,
and in connection with the establishment and commencement of operations of the
Fund, it is hereby agreed by and between the parties hereto as follows:
1. For the period from the commencement of the Fund's operations through
January 31, 2005 and for the 12 month periods ending January 31 in each
indicated year during the term of the Management Agreement (including any
continuation done in accordance with Section 15(c) of the Investment Company Act
of 1940), the Adviser agrees to reimburse expenses (including the management fee
and other expenses) in the amounts determined by applying the following annual
rates to the average daily net assets of the Fund:
Percentage Reimbursed (as a Percentage Reimbursed (as
Period Ending percentage of average daily net Period Ending a percentage of average
January 31 assets)/(1)/ January 31 daily net assets)/(1)/
------------- ------------------------------- ------------- -------------------------
2005/(2)/ .30%
2006 .30% 2011 .22%
2007 .30% 2012 .14%
2008 .30% 2013 .07%
2009 .30%
2010 .30%
/(1)/ Including net assets attributable to the Fund's Preferred Shares and the
principal amount of borrowings.
/(2)/ From the commencement of operations.
The Fund understands that the Adviser and each of the Sub-Advisers have
determined to effectively allocate the expense reimbursement obligation
hereunder between themselves pursuant to a schedule set forth in the
Sub-Advisory Agreements.
2. To effect the expense reimbursement provided for in this Agreement, the
Fund may offset the appropriate amount of the reimbursement contemplated
hereunder against the management fee payable under the Management Agreement.
3. This Agreement, and the Adviser's obligation to so reimburse expenses
hereunder, shall terminate on the earlier of (a) January 31, 2013 or (b)
termination of the Management Agreement.
4. Except as provided in paragraph 3, above, this Agreement may be
terminated only by the vote of (a) the Board of Trustees of the Fund, including
the vote of the members of the Board who are not "interested persons" within the
meaning of the Investment Company Act of 1940, and (b) a majority of the
outstanding voting securities of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
6. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
7. This Agreement shall be construed in accordance with applicable federal
law and (except as to Section 6 hereof which shall be construed in accordance
with the laws of Massachusetts) the laws of the State of Illinois.
2
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed on the day and year above written.
NUVEEN EQUITY PREMIUM OPPORTUNITY FUND
by: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Vice President
Attest: /s/ Xxxxxxxx X. X'Xxxx
------------------------
Assistant Secretary
NUVEEN ASSET MANAGEMENT INC.
by: /s/ Xxxxxx X. Xxxxx
---------------------------------
Managing Director
Attest: /s/ Xxxxx X. Xxxxxx
---------------------
Assistant Secretary
3
