AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • 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”).
MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (including Multiple Syndicate Offerings), Standby Underwritings and Exempt Offerings (other than Offerings of Municipal Securities)Master Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
From time to time Salomon Smith Barney Inc. (“Salomon Smith Barney”) 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 (an “Offering”) to which this Master Agreement Among Underwriters (the “Salomon Smith Barney Master AAU”) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a “Wire” and collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire”. You and we hereby agree that by the terms hereof the provisions of this Salomo
MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
In connection with registered public offerings of securities for which we are acting as manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as manager or co-manager of the initial purchasers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.
NUVEEN MORTGAGE OPPORTUNITY TERM FUND 2 [ ] Common Shares of Beneficial Interest ($0.01 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
The undersigned, Nuveen Mortgage Opportunity Term Fund 2, a Massachusetts business trust (the “Fund”), Nuveen Asset Management, a Delaware corporation (“NAM” or “Adviser”), and Wellington Management Company LLP, a Massachusetts limited liability partnership (“Wellington” or “Subadviser”) address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named in Schedule I hereto (the “Underwriters”). The Fund proposes to sell to the Underwriters [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) (said shares to be issued and sold by the Fund being hereinafter called the “Underwritten Securities”). The Fund also proposes to grant to the Underwriters an option to purchase up to [ ] additional Common Shares to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Unless otherwise stated
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 • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • 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”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • Illinois
AGREEMENT made as of this 29th day of January, 2010, by and between Nuveen Mortgage Opportunity Term Fund 2, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”).
VALUATION ADMINISTRATION AGREEMENTValuation Administration Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • 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 • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • 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”).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York
This agreement is between Nuveen Asset Management (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Nuveen Mortgage Opportunity Term Fund 2 (the “Fund”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • Illinois
AGREEMENT made as of this 29th day of January, 2010, by and between Nuveen Mortgage Opportunity Term Fund 2, 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”).
Nuveen Mortgage Opportunity Term Fund 2Nuveen Mortgage Opportunity Term Fund 2 • February 23rd, 2010
