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 Among Underwriters • 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
NUVEEN MORTGAGE OPPORTUNITY TERM FUND [ ] Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
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”).
INVESTMENT MANAGEMENT AGREEMENTInvestment 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”).
VALUATION ADMINISTRATION AGREEMENTValuation 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”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral 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”).
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”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment 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 AGREEMENTStructuring Fee Agreement • November 23rd, 2009 • Nuveen Mortgage Opportunity Term Fund • New York
INCENTIVE FEE AGREEMENTIncentive 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”).
