INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this 3rd day of November, 2003, by and between NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND, a Massachusetts business trust (the "Fund"), and NUVEEN ADVISORY CORP., a Delaware corporation (the "Adviser").

W I T N E S S E T H

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1. The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund's investment objective and policies and limitations, and to administer the Fund's affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Fund for the period and upon the terms herein set forth. The investment of the Fund's assets shall be subject to the Fund's policies, restrictions and limitations with respect to securities investments as set forth in the Fund's then current registration statement under the Investment Company Act of l940, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered closed-end management investment companies.

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services

(other than such services, if any, provided by the Fund's transfer agent) for the Fund, to permit any of its officers or employees to serve without compensation as trustees or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the Fund.

2. For the services and facilities described in Section l, the Fund will pay to the Adviser, at the end of each calendar month, an investment management fee computed by applying the following annual rate to the average daily net assets of the Fund:

 Rate                      Average Daily Net Assets/(1)/
 ----                      -----------------------------

.7500%                     Up to $125 million
.7375%                     $125 to $250 million
.7250%                     $250 to $500 million
.7125%                     $500 million to $1 billion
.7000%                     $1 billion to $2 billion
.6750%                     $2 billion and over

/(1)/Including net assets attributable to MuniPreferred Shares.

For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

3. The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

4. Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Fund are, or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as trustees, officers or agents.

5. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

6. The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are

made to purchase or sell securities by the Fund and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts and funds, the size of investment commitments generally held by the Fund and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds.

7. This Agreement shall continue in effect until July l, 2005, unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of l940.

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Fund or by the Adviser upon sixty (60) days' written notice to the other party. The Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein.

Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination.

8. 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.

9. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

10. 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.

IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.

NUVEEN MUNICIPAL HIGH INCOME
OPPORTUNITY FUND

                                                 by:  /s/ Jessica R. Droeger
                                                    --------------------------
                                                            Vice President

Attest:   /s/ Virginia O'Neal
        -------------------------
          Assistant Secretary

NUVEEN ADVISORY CORP.

                                                 /s/ William M. Fitzgerald
                                                 -------------------------
                                                        Managing Director

Attest:     /s/ Stuart Cohen
        ---------------------------
          Assistant Secretary

[ ] Shares

Nuveen Municipal High Income Opportunity Fund

Common Shares

November[ ], 2003

A.G. Edwards & Sons, Inc.
Wachovia Capital Markets, LLC
Nuveen Investments, LLC
Legg Mason Wood Walker, Incorporated
Oppenheimer & Co. Inc.
Quick & Reilly, Inc., A FleetBoston Financial Company RBC Dain Rauscher, Inc.
TD Waterhouse Investor Services, Inc.

As Representatives of the Several Underwriters c/o A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, Missouri 63103

Dear Sirs:

The undersigned, Nuveen Municipal High Income Opportunity Fund, a Massachusetts business trust, (the "Fund") and Nuveen Advisory Corp., a Delaware corporation (the "Adviser"), address you as Underwriters and as the Representatives (the "Representatives") of each of the other persons, firms and corporations, if any, listed in Schedule I hereto (herein collectively called "Underwriters"). The Fund proposes to issue and sell an aggregate of [ ] shares of its common shares of beneficial interest, $0.01 par value per share (the "Firm Shares"), to the several Underwriters. The Fund also proposes to sell upon the terms and conditions contained in Section 2 hereof, up to [ ] additional common shares (the "Additional Shares" which together with

the Firm Shares are hereinafter collectively referred to as the "Shares").

The Fund and the Adviser wish to confirm as follows their agreements with you and the other several Underwriters on whose behalf you are acting in connection with the several purchases of the Shares by the Underwriters.

The Fund has entered into an investment management agreement with the Adviser dated November [ ], 2003 (the "Investment Management Agreement"), a Custodian Agreement with State Street Bank and Trust Company ("State Street") dated August 19, 2002, effective as of November [ ], 2003 (the "Custodian Agreement"), a Transfer Agency Agreement with State Street dated as of October 7, 2002, effective as of November [ ], 2003 (the "Transfer Agency Agreement"), and an Expense Reimbursement Agreement with the Adviser dated November [ ], 2003 (the "Expense Reimbursement Agreement. In addition, the Fund has adopted a dividend reinvestment plan (the "Dividend Reinvestment Plan"), pursuant to which holders of Shares shall have their dividends automatically reinvested in additional common shares of the Fund unless they elect to receive such dividends in cash. Collectively, the Investment Management Agreement, Custodian Agreement, Transfer Agency Agreement, the Expense Reimbursement Agreement and the Dividend Reinvestment Plan are herein referred to as the "Fund Agreements." This Underwriting Agreement is herein referred to as the "Agreement."

1. Registration Statement and Prospectus. The Fund has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations of the Commission under the 1933 Act (the "1933 Act Rules and Regulations") and the 1940 Act (the "1940 Act Rules and Regulations" and together with the 1933 Act Rules and Regulations, the "Rules and Regulations") a registration statement on Form N-2 (File No. 333-109801 under the 1933 Act) (the "registration statement"), including a prospectus and statement of additional information relating to the

Shares, and a notification of registration of the Fund as an investment company under the 1940 Act on Form N-8A (File No. 811-21449 under the 1940 Act, the "1940 Act Notification"), and may pursuant to the Rules and Regulations prepare and file an additional registration statement relating to a portion of the Shares pursuant to Rule 462(b) of the 1933 Act Rules and Regulations (a "Rule 462 registration statement"). The term "Registration Statement" as used in this Agreement means the registration statement (including all financial schedules and exhibits), as amended at the time it becomes effective under the 1933 Act or, if the registration statement became effective under the 1933 Act prior to the execution of this Agreement, as amended or supplemented thereto immediately prior to the execution of this Agreement and including any information deemed to be included by Rule 430A under the 1933 Act Rules and Regulations. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the registration statement will be filed under the 1933 Act and must be declared effective before the offering of Shares may commence, the term "Registration Statement" as used in this Agreement means the Registration Statement as amended by said post-effective amendment. If the Fund has filed a Rule 462 registration statement, or if such a filing is contemplated at the time this Agreement is executed, then the reference herein to the term "Registration Statement" shall include such Rule 462 registration statement. The term "Prospectus" as used in this Agreement means the prospectus and statement of additional information in the forms included in the Registration Statement or, if the prospectus and statement of additional information included in the Registration Statement omit information in reliance on Rule 430A under the 1933 Act Rules and Regulations and such information is included in a prospectus and statement of additional information filed with the Commission pursuant to Rule 497(h) under the 1933 Act Rules and Regulations, the term "Prospectus" as used in this Agreement means the prospectus and statement of additional information in the forms included in the Registration Statement as supplemented by the addition of the information contained in the prospectus (including the statement of additional information) filed with the Commission pursuant to Rule 497(h). The term "Prepricing Prospectus" as used in

this Agreement means the prospectus and statement of additional information subject to completion in the form included in the registration statement at the time of the initial filing of the registration statement with the Commission and as such prospectus and statement of additional information shall have been amended from time to time prior to the date of the Prospectus, together with any other prospectus (including any other statement of additional information) relating to the Fund other than the Prospectus. The terms "Registration Statement," "Prospectus" and "Prepricing Prospectus" shall also include any financial statements and other information included or incorporated by reference therein.

The Fund has furnished the Representatives with copies of such Registration Statement, each amendment to such Registration Statement filed with the Commission and each Prepricing Prospectus.

2. Agreements to Sell and Purchase. The Fund hereby agrees, subject to all the terms and conditions set forth herein, to issue and to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Fund, and the Adviser herein contained and subject to all of the other terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Fund at a purchase price of $14.325 per Share (the "Price per Share"), the number of Shares set forth opposite the name of such Underwriter in Schedule I hereto.

The Fund also agrees, subject to all the terms and conditions set forth herein, to issue and to sell to the Underwriters and, upon the basis of the representations, warranties and agreements of the Fund and the Adviser herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Fund, at the Price per Share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 A.M., New York City time, on the 45/th/ day after the date of the Prospectus (or if such 45/th/ day shall be a Saturday or a Sunday or a holiday, on the next business day thereafter when

the American Stock Exchange (the "AMEX") is open for trading), Additional Shares. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Shares. Upon any exercise of the over-allotment option, upon the basis of the representations, warranties and agreements of the Fund and the Adviser, herein contained and subject to all of the other terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Fund the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares.

3. Terms of Public Offering. The Fund and the Adviser have been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus.

4. Delivery of Shares and Payments Therefor.

(a) Delivery to the Underwriters of and payment to the Fund for the Firm Shares and compensation of the Underwriters with respect thereto shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 West Wacker Drive, Chicago, Illinois at 8:00 a.m. central time on November [ ], 2003 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Fund.

(b) Delivery to the Underwriters of and payment to the Fund for any Additional Shares to be purchased by the Underwriters and compensation of the Underwriters with respect thereto shall be made at the aforementioned

office of Skadden, Arps, Slate, Meagher & Flom (Illinois) at such time on such date (an "Option Closing Date"), which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than two nor later than three business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Fund of the Underwriters' determination to purchase a number, specified in said notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Additional Shares may be varied by agreement between you and the Fund.

(c) The Shares shall be registered in such names and in such denominations as the Underwriters shall request prior to 1:00 P.M., New York City time, (i) with respect to the Firm Shares, on the second business day preceding the Closing Date (ii) with respect to the Additional Shares, on the day of the giving of the written notice in respect of such Additional Shares. The Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor in immediately available funds.

5. Agreements of the Fund and the Adviser. The Fund and the Adviser, jointly and severally, agree with the several Underwriters as follows:

(a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective under the 1933 Act before the offering of the Shares may commence, the Fund will use its reasonable best efforts to cause the Registration Statement or such post-effective amendment to become effective under the 1933 Act as soon as possible. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of

the 1933 Act Rules and Regulations, the Fund will file a prospectus including such information pursuant to Rule 497(h) of the 1933 Act Rules and Regulations, as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the effective date of the Registration Statement. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Fund will file a Prospectus or certification pursuant to Rule 497(c) or (j), as the case may be, of the 1933 Act Rules and Regulations as promptly as practicable, but no later than the fifth business day following the date of the later of the effective date of the Registration Statement or the commencement of the public offering of the Shares after the effective date of the Registration Statement. The Fund will advise you promptly and, if requested by you, will confirm such advice in writing (i) when the Registration Statement or such post-effective amendment has become effective, (ii) when the Prospectus has been timely filed pursuant to Rule 497(c) or Rule 497(h) of the 1933 Act Rules and Regulations or (iii) when the certification permitted pursuant to Rule 497(j) of the 1933 Act Rules and Regulations has been timely filed, whichever is applicable.

(b) The Fund, and in the case of (iii)(B) below, the Adviser, will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request made by the Commission for an amendment of or a supplement to the Registration Statement, the Prospectus or any Prepricing Prospectus (or any amendment or supplement to any of the foregoing) or for additional information, (ii) of the issuance by the Commission, the National Association of Securities Dealers, Inc. (the "NASD"), any state securities commission, any national securities exchange, any arbitrator, any court or any other governmental, regulatory, self-regulatory or administrative agency or any official of any order suspending the effectiveness of the Registration Statement, prohibiting or suspending the use of the

Prospectus, any Prepricing Prospectus or any sales material (as hereinafter defined), of any notice pursuant to Section 8(e) of the 1940 Act, of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for any such purposes, (iii) of receipt by (A) the Fund, any affiliate of the Fund or any representatives or attorney of the Fund of any other material communication from the Commission, or (B) the Fund, the Adviser, any affiliate of the Fund or the Adviser or any representatives or attorney of the Fund or the Adviser of any other material communication from the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court or any other governmental, regulatory, self-regulatory or administrative agency or any official relating, in the case of either clause (A) or (B), to the Fund (if such communication relating to the Fund is received by such person within three years after the date of this Agreement), the Registration Statement, the 1940 Act Notification, the Prospectus, any Prepricing Prospectus, any sales material(as hereinafter defined) (or any amendment or supplement to any of the foregoing) or this Agreement or any of the Fund Agreements and
(iv) within the period of time referred to in paragraph (f) below, of any material, adverse change in the condition (financial or other), business, prospects, properties, net assets or results of operations of the Fund or any event which should reasonably be expected to have a material adverse effect on the ability of the Adviser to perform its obligations under this Agreement or the Investment Management Agreement, as the case may be, (other than as a result of changes in market conditions generally) or of the happening of any event which makes any statement of a material fact made in the Registration Statement, the Prospectus, any Prepricing Prospectus or any sales material (or any amendment or supplement to any of the foregoing) untrue or which requires the making of any additions to or changes in the Registration Statement, the Prospectus, any Prepricing Prospectus or any sales material (or any

amendment or supplement to any of the foregoing) in order to state a material fact required by the 1933 Act, the 1940 Act or the Rules and Regulations to be stated therein or necessary in order to make the statements therein (in the case of a prospectus or any sales material, in light of the circumstances under which they were made) not misleading or of the necessity to amend or supplement the Registration Statement, the Prospectus, any Prepricing Prospectus or any sales material (or any amendment or supplement to any of the foregoing) to comply with the 1933 Act, the 1940 Act, the Rules and Regulations or any other law or order of any court or regulatory body. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, prohibiting or suspending the use of the Prospectus or any sales material (or any amendment or supplement to any of the foregoing) or suspending the qualification of the Shares for offering or sale in any jurisdiction, the Fund and the Adviser will use their reasonable best efforts to obtain the withdrawal of such order at the earliest possible time. If at any time the NASD, any national securities exchange, any state securities commission, any arbitrator, any court or any other governmental, regulatory, self-regulatory or administrative agency or any official shall issue any order suspending the effectiveness of the Registration Statement, prohibiting or suspending the use of the Prospectus or any sales material (or any amendment or supplement to any of the foregoing) or suspending the qualification of the Shares for offering or sale in any jurisdiction, the Fund and the Adviser will use their respective reasonable best efforts to obtain the withdrawal of such order at the earliest possible time.

(c) The Fund will furnish to you, without charge, three signed copies of the registration statement and the 1940 Act Notification as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto (except any post-effective amendment required by Rule 8b-16 of the 1940 Act Rules and Regulations which is filed with

the Commission after the later of (x) one year from the date of this Agreement and (y) the date on which the distribution of Shares is completed) and will also furnish to you, without charge, such number of conformed copies of the registration statement as originally filed and of each amendment thereto (except any post-effective amendment required by Rule 8b-16 of the 1940 Act Rules and Regulations which is filed with the Commission after the later of (x) one year from the date of this Agreement and (y) the date on which the distribution of Shares is completed), with or without exhibits, as you may reasonably request.

(d) The Fund will not (i) file any amendment to the registration statement or the Registration Statement or make any amendment or supplement to the Prospectus, any Prepricing Prospectus or any sales material (or any amendment or supplement to any of the foregoing) of which you shall not previously have been advised or to which you shall reasonably object within a reasonable time after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a Prospectus is required to be delivered in connection with sales by any Underwriter or dealer, file any information, documents or reports pursuant to the 1933 Act, the 1940 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"), without delivering a copy of such information, documents or reports to you, as Representatives of the Underwriters, prior to or concurrently with such filing.

(e) Prior to the execution and delivery of this Agreement, the Fund has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of any Prepricing Prospectus. The Fund consents to the use, in accordance with the provisions of the 1933 Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Fund.

(f) As soon after the execution and delivery of

this Agreement as possible and thereafter from time to time, for such period as in the opinion of counsel for the Underwriters a prospectus is required by the 1933 Act to be delivered in connection with sales of Shares by any Underwriter or dealer, the Fund will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Fund consents to the use of the Prospectus (and of any amendments or supplements thereto) in accordance with the provisions of the 1933 Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering or sale of the Shares and for such period of time thereafter as the Prospectus is required by law to be delivered in connection with sales of Shares by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Fund or in the opinion of counsel for the Underwriters is required to be set forth in the Registration Statement or the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading or if it is necessary to supplement or amend the Registration Statement or the Prospectus to comply with the 1933 Act, the 1940 Act, the Rules and Regulations or any other law, rule or regulation, the Fund will forthwith notify you of such event, prepare and, subject to the provisions of paragraph (d) above, promptly file with the Commission an appropriate amendment or supplement thereto and will expeditiously furnish to the Underwriters and dealers, without charge, such number of copies thereof as they may reasonably request. In the event that the Registration Statement or the Prospectus is to be amended or supplemented, the Fund, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement.

(g) The Fund will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Fund be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which subjects it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now subject.

(h) The Adviser will make generally available to the Underwriters its staff, for assistance with roadshow presentations as the Underwriters may reasonably request.

(i) As soon as practicable, but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the effective date of the Registration Statement falls, the Fund will make generally available to its security holders an earnings statement, which need not be audited, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the 1933 Act Rules and Regulations.

(j) The Fund will comply with the undertaking set forth in paragraph 6 of Item 33 of Part C of the Registration Statement.

(k) During the period of three years hereafter, the Fund will furnish or will have furnished to you (i) as soon as available, a copy of each report of the Fund mailed to shareholders or filed with the Commission or furnished to the AMEX and (ii) from time to time such other information concerning the Fund as you may reasonably request.

(l) If this Agreement shall terminate or be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of (i) any failure or refusal on the part of the Fund or the Adviser to comply with any term or fulfill any of the conditions of this Agreement required to be complied with or fulfilled by them or (ii) the non-occurrence of any other condition (in either case, other than by reason of default by the Underwriters in the performance of their obligations under this Agreement), the Fund and the Adviser, jointly and severally, agree to reimburse the Representatives for all out-of-pocket expenses not to exceed the amounts set forth in Section 12 of this Agreement (including reasonable fees and expenses of counsel for the Underwriters) incurred by you in connection herewith.

(m) The Fund will direct the investment of the net proceeds of the offering of the Shares (i) in accordance with the description set forth in the Prospectus and (ii) in such a manner as to comply with the investment objectives, policies and restrictions of the Fund as described in the Prospectus.

(n) The Fund will file the requisite copies of the Prospectus with the Commission in a timely fashion pursuant to Rule 497(c) or Rule 497(h) of the 1933 Act Rules and Regulations, whichever is applicable or, if applicable, will file in a timely fashion the certification permitted by Rule 497(j) of the 1933 Act Rules and Regulations and will advise you of the time and manner of such filing.

(o) The Fund will use its reasonable best efforts to have the shares listed, subject to notice of issuance, on the AMEX concurrently with the effectiveness of the Registration Statement and to comply with the rules or regulations of such exchange.

(p) Except as provided in this Agreement or pursuant to any dividend reinvestment plan of the Fund, none of the Fund, the Adviser, or their respective officers, directors or trustees will sell, contract to sell or otherwise dispose of, any common stock or any securities convertible into or exercisable or exchangeable for common stock or grant any options or warrants to purchase common stock, for a period of 180 days after the date of the Prospectus, without the prior written consent of A.G. Edwards & Sons, Inc.

(q) Except as stated in this Agreement and in the Prospectus, neither the Fund nor the Adviser will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Shares.

(r) The Fund will direct the investment of the proceeds of the offering of the Shares so as to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), to qualify as a regulated investment company under the Code.

6. Representations and Warranties of the Fund and the Adviser. The Fund and the Adviser, jointly and severally, represent and warrant to each Underwriter that:

(a) Each Prepricing Prospectus included as part of the registration statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 497 of the 1933 Act Rules and Regulations, complied when so filed in all material respects with the provisions of the 1933 Act, the 1940 Act and the Rules and Regulations and the Commission has not issued any order preventing or suspending the use of the Prepricing Prospectus.

(b) The registration statement, in the form in which it became or becomes effective and also in such

form as it may be when any post-effective amendment thereto shall become effective, the Prospectus and any amendment or supplement thereto when filed with the Commission under Rule 497 of the 1933 Act Rules and Regulations and the 1940 Act Notification when originally filed with the Commission and any amendment or supplement thereto when filed with the Commission complied or will comply in all material respects with the provisions of the 1933 Act, the 1940 Act and the Rules and Regulations and each of the Registration Statement and the Prospectus (or any supplement or amendment to either of them) did not or will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading; except that this representation and warranty does not apply to statements in or omissions from the Registration Statement and the Prospectus (and any amendment or supplement to either of them) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Fund in writing by or on behalf of any Underwriter through you expressly for use therein.

(c) All the outstanding shares of capital stock of the Fund have been duly authorized and validly issued, are fully paid and (except as described in the Prospectus under "Certain Provisions in the Declaration of Trust")nonassessable and are free of any preemptive or similar rights, the Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and (except as described in the Prospectus under "Certain Provisions in the Declaration of Trust") nonassessable and free of any preemptive or similar rights and the capital stock of the Fund conforms to the description thereof in the Registration Statement or the Prospectus (or any amendment or supplement to either of them). Except for the Shares and the shares of common stock issued in

accordance with Section 14(a) of the 1940 Act, no other shares of capital stock are issued or outstanding and the capitalization of the Fund conforms in all respects to the description thereof in the Registration Statement and the Prospectus (or any amendment or supplement to either of them).

(d) The Fund has been duly formed and is validly existing in good standing as a business trust under the laws of the Commonwealth of Massachusetts, with full business trust power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or to qualify, either alone or in the aggregate, does not have or would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, business prospects, net assets or results of operations, whether or not occurring in the ordinary course of business (a "Material Adverse Effect") of the Fund. The Fund has no subsidiaries.

(e) There are no legal or governmental proceedings pending or, to the knowledge of the Fund, threatened, against the Fund, or to which the Fund or any of its properties is subject, that are required to be described in the Registration Statement or the Prospectus (and any amendment or supplement to either of them) but are not described as required and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the 1933 Act, the 1940 Act or the Rules and Regulations.

(f) The Fund is not in violation of its Declaration of Trust ("Declaration"), by-laws or other organizational documents or any law, ordinance, administrative or governmental rule or regulation applicable to the Fund or of any decree of the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court or any other governmental, regulatory, self-regulatory or administrative agency or any other agency or any body or official having jurisdiction over the Fund or in breach or default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which the Fund is a party or by which it or any of its properties may be bound, except for such violation or such breach or default that, either alone or in the aggregate, does not have or would not reasonably be expected to have a Material Adverse Effect on the Fund.

(g) Neither the issuance and sale of the Shares, the execution, delivery or performance of this Agreement or any of the Fund Agreements by the Fund, nor the consummation by the Fund of the transactions contemplated hereby or thereby (i) requires any consent, approval, authorization or order of or registration or filing which has not yet been obtained or made with the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory, body, administrative agency or other governmental body, agency or official having jurisdiction over the Fund (except compliance with the securities or Blue Sky laws of various jurisdictions which have been or will be effected in accordance with this Agreement and except for compliance with the filing requirements of the NASD Division of Corporate Finance) or conflicts or will conflict with or constitutes or will constitute a breach of the Declaration, bylaws, or other organizational documents of the Fund or (ii) (A) conflicts or will conflict with or constitutes or will

constitute a breach of or a default under any agreement, indenture, lease or other instrument to which the Fund is a party or by which it or any of its properties may be bound or (B) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Fund or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of the Fund is subject, except for such conflict, breach, default, violation or lien, charge or encumberance that, either alone or in the aggregate, does not have or would not reasonably be expected to have a Material Adverse Effect on the Fund. As of the date hereof, the Fund is not subject to any order of any court or of any arbitrator, governmental authority or administrative agency.

(h) Since the date as of which information is given in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), except as otherwise stated therein, (i) there has been no material, adverse change in the condition (financial or other), business, properties, net assets or results of operations of the Fund or business prospects (other than as a result of a change in the financial markets generally) of the Fund, whether or not arising in the ordinary course of business, (ii) there have been no transactions entered into by the Fund other than those in the ordinary course of its business as described in the Prospectus (and any amendment or supplement thereto), except for such transactions that, either alone or in the aggregate, do not have or would not reasonably be expected to have a Material Adverse Effect on the Fund and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Fund on any class of its common stock.

(i) The accountants, Ernst & Young LLP, who have audited the Statement of Assets and Liabilities included

in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), are an independent public accounting firm as required by the 1933 Act, the 1940 Act and the Rules and Regulations.

(j) The financial statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) present fairly the financial position of the Fund on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as disclosed therein; and the other financial and statistical information and data included in the Registration Statement or the Prospectus (or any amendment or supplement thereto) are accurately derived from such financial statements and the books and records of the Fund.

(k) The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497 under the 1933 Act Rules and Regulations, has taken all required action under the 1933 Act, the 1940 Act and the Rules and Regulations to make the public offering and consummate the sale of the Shares as contemplated by this Agreement.

(l) The execution and delivery of and the performance by the Fund of its obligations under this Agreement and the Fund Agreements have been duly and validly authorized by the Fund and this Agreement and each of the Fund Agreements have been duly executed and delivered by the Fund and each constitutes the valid and legally binding agreement of the Fund, enforceable against the Fund in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the

Fund's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles.

(m) Except as disclosed in or contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), the Fund has not incurred any liability or obligation, direct or contingent, except for such liability or obligation that, either alone or in the aggregate, does not have or would not reasonably be expected to have a Material Adverse Effect on the Fund or entered into any transaction, not in the ordinary course of business, and there has not been any change in the capital stock or any material, adverse change or any development involving or which should reasonably be expected to have a Material Adverse Effect on the Fund or a material adverse effect on its capitalization, or the incurrence of any debt by, the Fund.

(n) The Fund has not distributed and, prior to the later to occur of
(i) the Closing Date and (ii) completion of the distribution of the Shares, will not distribute to the public any offering material in connection with the offering and sale of the Shares other than the Registration Statement, the Prepricing Prospectus included in Pre-Effective Amendment No. 2 to the registration statement, the Prospectus and the investor sales material (as hereinafter defined) filed with the NASD on October [28], 2003.

(o) The Fund has such licenses, permits, and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); the Fund has fulfilled and performed all its material

obligations with respect to such permits and no event has occurred which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other material impairment of the rights of the Fund under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and any amendment or supplement thereto); and, except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to the Fund.

(p) The Fund maintains and will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with the Board of Trustees' general or specific authorization and with the investment policies and restrictions of the Fund and the applicable requirements of the 1940 Act, the 1940 Act Rules and Regulations and the Code; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles, to calculate net asset value and fee accruals, to maintain accountability for assets and to maintain compliance with the books and records requirements under the 1940 Act and the 1940 Act Rules and Regulations; (iii) access to assets is permitted only in accordance with the Board of Trustees' general or specific authorization; and (iv) the recorded account for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(q) The conduct by the Fund of its business (as described in the Prospectus) does not require it to be the owner, possessor or licensee of any patents, patent licenses, trademarks, service marks or trade names which it does not own, possess or license.

(r) Except as stated in this Agreement and in the Prospectus (and any amendment or supplement thereto), the Fund has not taken and will not take, directly or

indirectly, any action designed to or which should reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Shares in violation of federal securities laws and the Fund is not aware of any such action taken or to be taken by any affiliates of the Fund.

(s) The Fund is duly registered under the 1940 Act and the Rules and Regulations as a closed-end, diversified management investment company and the 1940 Act Notification has been duly filed with the Commission and, at the time of filing thereof and at the time of filing any amendment or supplement thereto, the 1940 Act Notification conformed in all material respects with all applicable provisions of the 1940 Act and the Rules and Regulations; the Fund has received no order of suspension or revocation of such registration under the 1940 Act and the 1940 Act Rules and Regulations and, to the knowledge of the Fund, no such order has been issued or proceedings therefor initiated or threatened by the Commission. The provisions of the Declaration, and the investment policies and restrictions described in each of the Registration Statement and the Prospectus, comply in all material respects with the requirements of the 1940 Act and the 1940 Act Rules and Regulations.

(t) All advertising, sales literature or other promotional material (including "prospecting letters" and "prospectus wrappers" (collectively, "investor sales material") and "broker kits," "road show slides," "road show scripts," "broker post-cards" and "broker reference cards" (collectively, "broker sales material") authorized in writing by or prepared by the Fund or the Adviser for use in connection with the offering and sale of the Shares (investor sales material and broker sales material is collectively referred to as "sales material")) complied and comply in all respects with the applicable requirements of the 1933 Act, the 1933 Act Rules and Regulations and the rules and interpretations of the NASD and, if required to be filed with the NASD under the NASD's conduct rules, were so filed and no such sales material, when read together with the

Prospectus, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(u) This Agreement and each of the Fund Agreements complies in all material respects with all applicable provisions of the 1933 Act, the 1940 Act, the Rules and Regulations, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules and regulations of the Commission promulgated under the Advisers Act (the "Advisers Act Rules and Regulations").

(v) No holder of any security of the Fund has any right to require registration of any Shares, capital stock or any other security of the Fund because of the filing of the registration statement or consummation of the transactions contemplated by this Agreement.

(w) The Fund and the Adviser intend to direct the investment of the proceeds of the offering of the Shares in such a manner as to comply with the requirements of Subchapter M of the Code.

(x) In the event that the Fund or the Adviser makes available any promotional materials intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Fund or the Adviser will install and maintain pre-qualification and password-protection or similar procedures which are reasonably designed effectively to prohibit access to such promotional materials by persons other than qualified broker-dealers and registered representatives thereof in a manner consistent with the Rules and Regulations and the interpretations thereof of the SEC and its staff.

(y) The Fund has not received, and to the knowledge of the Fund, the Commission has not issued any order preventing or suspending the use of any Prepricing

Prospectus or the Prospectus.

(z) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), no trustee of the Fund is an "interested person" (as defined in the 1940 Act) of the Fund or an "affiliated person" (as defined in the 1940 Act) of any Underwriter listed in Schedule I hereto.

(aa) The Shares have been approved for listing on the AMEX and the Fund's registration statement on Form 8-A under the 1934 Act has become effective.

7. Representations and Warranties of the Adviser. The Adviser represents and warrants to each Underwriter as follows:

(a) The Adviser is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in each of the Registration Statement and the Prospectus (or any amendment or supplement to either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not have a Material Adverse Effect on the Adviser or the Fund.

(b) The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Investment Management Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which could

have a material adverse affect on the registration of the Adviser with the Commission.

(c) There are no legal or governmental proceedings pending or, to the knowledge of the Adviser, threatened against the Adviser that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that would reasonably be expected to result in any Material Adverse Effect on the Adviser or that would be reasonably expected to have a material adverse effect on the ability of the Adviser to perform its obligations under this Agreement or the Investment Management Agreement.

(d) Neither the execution, delivery or performance by the Adviser of this Agreement, the Investment Management Agreement, the Expense Reimbursement Agreement or the Subscription Agreement for Common Shares of the Fund dated November 3, 2003 (the "Subscription Agreement," this Agreement, the Investment Management Agreement, the Expense Reimbursement Agreement and the Subscription Agreement being referred to herein as the "Adviser Agreements"), nor the consummation by the Adviser of the transactions contemplated hereby or thereby (i) requires the Adviser to obtain any consent, approval, authorization or other order of, or registration or filing which has not yet been made or obtained with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Adviser (except compliance with securities or Blue Sky laws of various jurisdictions which have been or will be effected in accordance with this Agreement and except for compliance with the filing requirements of the NASD Division of Corporate Finance) or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Adviser or (ii) conflicts or will conflict with or constitutes or will

constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which the Adviser is a party or by which the Adviser or any of its properties may be bound, or materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of the Adviser is subject, except in any case under clause (i) or
(ii) as would not have a material adverse effect on the ability of the Adviser to perform its obligations under any of the Adviser Agreements. The Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official.

(e) The Adviser has full power and authority to enter into each of the Adviser Agreements, the execution and delivery of, and the performance by the Adviser of its obligations under, each of the Adviser Agreements have been duly and validly authorized by the Adviser and each of the Adviser Agreements have been duly executed and delivered by the Adviser and constitute the valid and legally binding agreements of the Adviser, enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law.

(f) The Adviser has the financial resources available to it necessary for the performance of its

services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under each of the Adviser Agreements.

(g) The description of the Adviser and its business, and the statements attributable to the Adviser, in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.

(h) Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to either of them), except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business as described in the Prospectus.

(i) The Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); the Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit.

(j) None of the Adviser Agreements violate any applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.

(k) Except as stated in this Agreement, the Registration Statement or the Prospectus (or in any amendment or supplement to any of the foregoing), the Adviser has not taken and will not take, directly or indirectly, any action designed to or which would reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Shares or of any securities issued by the Fund to facilitate the sale or resale of the Shares, in each case, in violation of federal securities laws and the Adviser is not aware of any such action taken or to be taken by any affiliates of the Adviser.

8. Indemnification and Contribution.

(a) The Fund and the Adviser, jointly and severally, agree to indemnify and hold harmless each of you and each other Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any Prepricing Prospectus, any sales material (as defined in Section 6(t) of this Agreement) (or any amendment or supplement to any of the foregoing) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which

has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to such Underwriters furnished in writing to the Fund by or on behalf of any Underwriter through you expressly for use in connection therewith; provided, however, that the foregoing indemnification contained in this paragraph (a) with respect to the Registration Statement, the Prospectus or any Prepricing Prospectus (or any amendment to any of the foregoing) shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage, liability or expense arising from the sale of the Shares by such Underwriter to any person if it is shown that a copy of the Prospectus (which term as used in this proviso shall not include any statement of additional information), as then amended or supplemented, was not delivered or sent to such person within the time required by the 1933 Act and the 1933 Act Rules and Regulations and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in the Registration Statement, the Prospectus or any Prepricing Prospectus was corrected in the Prospectus, as then amended or supplemented, provided that the Fund has delivered the Prospectus, as then amended or supplemented, to the several Underwriters in requisite quantity on a timely basis to permit proper delivery or sending. The foregoing indemnity agreement shall be in addition to any liability which the Fund or the Adviser may otherwise have.

(b) If any action, suit or proceeding shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought against the Fund or the Adviser, such Underwriter or such controlling person shall promptly notify the Fund or the Adviser and the Fund or the Adviser shall assume the defense thereof, including the employment of counsel and the payment of all fees and expenses. Such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to

participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or controlling person unless (i) the Fund or the Adviser have agreed in writing to pay such fees and expenses, (ii) the Fund or the Adviser have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Underwriter or such controlling person and the Fund or the Adviser and such Underwriter or such controlling person shall have been advised by its counsel that representation of such indemnified party and the Fund or the Adviser by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Fund and the Adviser shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Underwriter or such controlling person). It is understood, however, that the Fund and the Adviser shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel if there is any action, suit or proceeding in more than one jurisdiction) at any time for all such Underwriters and controlling persons not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives and that, subject to the requirements of 1940 Act Release No. 11330, all such fees and expenses shall be reimbursed promptly as they are incurred. The Fund and the Adviser shall not be liable for any settlement of any such action, suit or proceeding effected without the written consent of the Fund or the Adviser, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Fund and the Adviser

agree to indemnify and hold harmless any Underwriter, to the extent provided in the preceding paragraph and any such controlling person from and against any loss, liability, damage or expense by reason by such settlement or judgment.

(c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Fund and the Adviser, their trustees or directors, any officers of the Fund who sign the Registration Statement and any person who controls the Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from the Fund and the Adviser to each Underwriter, but only with respect to information relating to such Underwriter furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus or any Prepricing Prospectus (or any amendment or supplement thereto). If any action, suit or proceeding shall be brought against the Fund or the Adviser, any of their trustees or directors, any such officer or any such controlling person, based on the Registration Statement, the Prospectus or any Prepricing Prospectus (or any amendment or supplement thereto) and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph (c), such Underwriter shall have the rights and duties given to each of the Fund and the Adviser by paragraph (b) above (except that if the Fund or the Adviser shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense) and the Fund and the Adviser, their trustees or directors, any such officer and any such controlling person shall have the rights and duties given to the Underwriters by paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which the Underwriters may otherwise have.

(d) If the indemnification provided for in this

Section 8 is unavailable to an indemnified party under paragraphs (a) or
(c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund and the Adviser on the one hand (treated jointly for this purpose as one person) and the Underwriters on the other from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Fund and the Adviser on the one hand (treated jointly for this purpose as one person) and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Fund and the Adviser on the one hand (treated jointly for this purpose as one person) and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Fund bear to the total underwriting discounts and commissions received by the Underwriters, in each case, as set forth in the table on the cover page of the Prospectus. The relative fault of the Fund and the Adviser on the one hand (treated jointly for this purpose as one person) and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Fund and the Adviser on the one hand (treated jointly for this purpose as one person) or by the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Fund, the Adviser, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required to contribute any amount in excess of the fees and commissions received by it in connection with the Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Shares set forth opposite their names in Schedule I (or such number of Shares increased as set forth in Section 10 hereof) and not joint.

(f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability from claimants on claims that are the subject matter of such action, suit or proceeding.

(g) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to

indemnification or contribution under this Section 8 shall, subject to the requirements of Release No. 11330, be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this
Section 8 and the representations and warranties of each of the Fund and the Adviser set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Fund, the Adviser, or their trustees, directors, officers or any person controlling the Fund or the Adviser, (ii) acceptance of any Shares and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter or to the Fund or the Adviser or their trustees, directors, officers or any person controlling the Fund or the Adviser shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.

(h) The Fund and the Adviser each acknowledge that the statements with respect to (1) the public offering price of the Shares as set forth on the cover page of the Prospectus and (2) under the caption "Underwriting" in the Prospectus, (i) the names of the Underwriters and the number of Shares listed opposite such names in the table following the first paragraph, (ii) the amounts of selling concessions and reallowances of selling concessions, (iii) the tenth paragraph relating to confirmation of sales to discretionary accounts, (iv) the twelfth, thirteenth and fourteenth paragraphs relating to stabilization and (v) the last paragraph relating to the addresses of the lead managers constitute the only information furnished in writing to the Fund by the Underwriters expressly for use in such document. The Underwriters severally confirm that these statements are correct in all material respects and were so furnished by or on behalf of the Underwriters severally for use in the Prospectus.

(i) The indemnification provisions of this Section 8 that are applicable to the Fund are subject to any applicable limitations and provisions of Section 17(i) of the 1940 Act.

9. Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase the Shares hereunder are subject to the accuracy of and compliance with the representations, warranties and agreements of and by each of the Fund and the Adviser contained herein on and as of the date on which the Registration Statement becomes or became effective, the date of the Prospectus (and of any amendment or supplement thereto) and the Closing Date and, with respect to any Additional Shares, any Option Closing Date; to the accuracy and completeness of all statements made by the Fund, the Adviser, or any of their respective officers in any certificate delivered to the Representatives or their counsel pursuant to this Agreement, and to the following conditions:

(a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 p.m., New York City time, on the date hereof or at such later date and time as shall be consented to in writing by you and all filings, if any, required by Rules 497 and 430A under the 1933 Act and the 1933 Act Rules and Regulations shall have been timely made; no stop order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Fund, the Adviser or any Underwriter, threatened by the Commission and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to your satisfaction.

(b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change or any development involving a prospective change in or affecting the condition (financial or other), business, properties, net assets, or results of operations of the Fund or the Adviser not contemplated by the Prospectus, which in your opinion, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Fund or the Adviser or any officer, trustee, or director of the Fund or the Adviser, which makes any statement made in the Prospectus untrue or which, in the opinion of the Fund and its counsel or the Underwriters and their counsel, requires the making of any addition to or change in the Prospectus in order to state a material fact required by the 1933 Act, the 1940 Act or the Rules and Regulations or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in your opinion, materially adversely affect the market for the Shares.

(c) That you shall have received on the Closing Date an opinion of Bell, Boyd & Lloyd LLC, special counsel for the Fund, dated the Closing Date and addressed to you, as the Representatives of the several Underwriters, in substantially the form attached hereto as Exhibit A. In rendering its opinion, Bell, Boyd & Lloyd LLC may rely, as to matters of Massachusetts law, upon the opinion of Bingham McCutchen LLP dated as of the date thereof.

(d) That you shall have received on the Closing Date an opinion of the Adviser's internal counsel, dated the Closing Date and addressed to you, as Representatives of the several Underwriters, in substantially the form attached hereto as Exhibit B.

(e) That you shall have received on the Closing Date an opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois), dated the Closing Date and addressed to you, as the Representatives of the several underwriters,

with respect to such matters as you may require and the Fund, the Adviser, and their respective counsel shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters. In rendering its opinion, Skadden, Arps, Slate, Meagher & Flom (Illinois) may rely, as to matters of Massachusetts law, upon the opinion of Bingham McCutchen LLP dated as of the date thereof

(f) That you shall have received letters addressed to you, as the Representatives of the several Underwriters and dated each of the date hereof and the Closing Date from Ernst & Young LLP, independent certified public accountants, substantially in the forms heretofore approved by you.

(g) (i) No order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus (or any amendment or supplement to any of the foregoing) or any Prepricing Prospectus or any sales material shall have been issued and no proceedings for such purpose or for the purpose of commencing an enforcement action against the Fund or the Adviser, with respect to the transactions contemplated by the Prospectus (or any amendment or supplement thereto) and this Agreement, may be pending before or, to the knowledge of the Fund, the Adviser, or any Underwriter or in the reasonable view of counsel to the Underwriters, shall be threatened or contemplated by the Commission at or prior to the Closing Date and that any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) be complied with to the satisfaction of the Representatives, (ii) there shall not have been any change in the capital stock of the Fund nor any increase in debt of the Fund from that set forth in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) and the Fund shall not have sustained any material liabilities or obligations, direct or contingent, other than those reflected in or contemplated by the Registration Statement or the Prospectus (or any

amendment or supplement to either of them), (iii) since the date of the Prospectus there shall not have been any material, adverse change in the condition (financial or other), business, prospects, properties, net assets or results of operations of the Fund or the Adviser, (iv) neither the Fund nor the Adviser shall have sustained any material loss or interference with their businesses from any court or from legislative or other governmental action, order or decree or from any other occurrence not described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them), and (v) all of the representations and warranties of each of the Fund or the Adviser contained in this Agreement shall be true and correct on and as of the date hereof and as of the Closing Date as if made on and as of the Closing Date.

(h) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change or any development involving a prospective change, in or affecting the condition (financial or other), general affairs, business, prospects, properties, net assets or results of operations of the Fund or the Adviser not contemplated by the Prospectus (and any amendment or supplement thereto), which in your opinion, as the Representatives of the several Underwriters, would materially, adversely affect the market for the Shares or (ii) any event or development relating to or involving the Fund, the Adviser, or any officer, trustee, director, of the Fund or the Adviser, which makes any statement of a material fact made in the Prospectus (or any amendment or supplement thereto) untrue or which, in the opinion of the Fund and its counsel or the Underwriters and their counsel, requires the making of any addition to or change in the Prospectus (or any amendment or supplement thereto) in order to state a material fact required by the 1933 Act, the 1940 Act, the Rules and Regulations, the Advisers Act, the Advisers Act Rules and Regulations or any other law to be stated therein or necessary in order to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made)

not misleading, if amending or supplementing the Prospectus (or any amendment or supplement thereto) to reflect such event or development would, in your opinion, as the Representatives of the several Underwriters, materially, adversely affect the market for the Shares.

(i) That none of the Fund or the Adviser shall have failed at or prior to the Closing Date to have performed or complied with any of the agreements herein contained and required to be performed or complied with by them at or prior to the Closing Date.

(j) That you shall have received on the Closing Date a certificate, dated such date, of each of the chief executive officer and chief financial officer of each of the Fund and the Adviser certifying that (i) the signers have carefully examined the Registration Statement, the Prospectus (and any amendments or supplements to either of them) and this Agreement, (ii) the representations and warranties of the Fund (with respect to the certificates from such Fund officers) and the representations and warranties of the Adviser (with respect to the certificates from such officers of the Adviser) in this Agreement are true and correct on and as of the date of the certificate as if made on such date, (iii) since the date of the Prospectus (and any amendment or supplement thereto) there has not been any material, adverse change in the condition (financial or other), business, prospects (other than as a result of a change in the financial markets generally), properties, net assets or results of operations of the Fund (with respect to the certificates from such Fund officers) or the Adviser (with respect to the certificates from such officers of the Adviser), (iv) to the knowledge of such officers after reasonable investigation, no order suspending the effectiveness of the Registration Statement or prohibiting the sale of any of the Shares or having a material, adverse effect on the Fund (with respect to the certificates from such Fund officers) or the Adviser (with respect to the certificates from such officers of the Adviser) has been issued and no

proceedings for any such purpose are pending before or threatened by the Commission or any court or other regulatory body, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court or any other governmental, regulatory, self-regulatory or administrative agency or any official, (v) each of the Fund (with respect to certificates from such Fund officers) and the Adviser (with respect to certificates from such officers of the Adviser) has performed and complied with all agreements that this Agreement require it to perform by such Closing Date, (vi) none of the Fund (with respect to the certificate from such officers of the Fund) or the Adviser (with respect to the certificate from such officers of the Adviser) has sustained any material loss or interference with its business from any court or from legislative or other governmental action, order or decree or from any other occurrence not described in the Registration Statement or the Prospectus and any amendment or supplement to either of them and (vii) with respect to the certificate from such officers of the Fund, there has not been any change in the capital stock of the Fund nor any increase in the debt of the Fund from that set forth in the Prospectus (or any amendment or supplement thereto) and the Fund has not sustained any material liabilities or obligations, direct or contingent, other than those reflected in the Prospectus (or any amendment or supplement thereto).

(k) That the Fund and the Adviser shall have furnished to you such further letters, certificates, documents and opinions of counsel as you shall reasonably request (including certificates of officers of the Fund and the Adviser).

All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and your counsel acting in good faith.

Any certificate or document signed by any officer of the Fund or the Adviser and delivered to you, as the

Representatives of the Underwriters or to Underwriters' counsel, shall be deemed a representation and warranty by the Fund or the Adviser to each Underwriter as to the statements made therein.

The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to (i) the accuracy of and compliance with the representations and warranties of the Fund and the Adviser contained herein on and as of the Option Closing Date as though made on any Option Closing Date,
(ii) satisfaction on and as of any Option Closing Date of the conditions set forth in this Section 9 except that, if any Option Closing Date is other than the Closing Date, the certificates, opinions and letters referred to in Sections
9 (c), (d), (e), (f) and (j) and this paragraph shall be dated the Option Closing Date in question and the opinions and/or letters called for by Sections
9 (c), (d), (e) and (f) shall be revised to reflect the sale of Additional Shares and (iii) the absence of circumstances on or prior to the Option Closing Date which would permit termination of this Agreement pursuant to Section 11 hereof if they existed on or prior to the Closing Date.

10. Effective Date of Agreement. This Agreement shall become effective:
(i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when the Registration Statement or such post-effective amendment has become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Fund by notifying you, or by you by notifying the Fund.

If any one or more of the Underwriters shall fail or refuse to purchase Shares which it or they have agreed to purchase hereunder and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion which

the aggregate number of Shares set forth opposite its name in Schedule I hereby bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 7 of the A.G. Edwards Master Agreement Among Underwriters, to purchase Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Shares and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares and arrangements satisfactory to you and the Fund for the purchase of such Shares by one or more non-defaulting Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect to any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Shares which a defaulting Underwriter agreed, but failed or refused, to purchase.

Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

11. Termination of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Fund or the Adviser by notice to the Fund or the Adviser if prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, (i) trading in securities generally on

the New York Stock Exchange or AMEX shall have been suspended or limited or minimum prices shall have been established (ii) additional governmental restrictions not in force on the date of this Agreement have been imposed upon trading in securities generally or a general moratorium on commercial banking activities shall have been declared by Federal or any state's authorities or
(iii) any outbreak or material escalation of hostilities or other international or domestic calamity, crisis or change in political, financial, economic, legal or regulatory conditions, occurs, the effect of which is such as to make it, in your judgment, impracticable or inadvisable to commence or continue the offering of the Shares at the offering price to the public set forth on the cover page of the Prospectus or to enforce contracts for the resale of the Shares by the Underwriters. Notice of such termination may be given to the Fund or the Adviser by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

12. Expenses. The Fund agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by the Fund of its obligations hereunder: (a) the preparation, printing or reproduction, filing (including, without limitation, the filing or registration fees prescribed by the 1933 Act, the 1934 Act, the 1940 Act and the Rules and Regulations) and distribution of the Registration Statement (including exhibits thereto), the Prospectus, each Prepricing Prospectus and the 1940 Act Notification and all amendments or supplements to any of them, (b) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus, each Prepricing Prospectus, any sales material (and all amendments or supplements to any of them) as may be reasonably requested for use in connection with the offering and sale of the Shares, (c) the preparation, printing, authentication, issuance and delivery of certificates (if any) for the Shares, including any stamp taxes and transfer agent and registrar fees payable in connection with the original issuance and sale of such Shares, (d) the registrations or qualifications of the Shares for offer and sale under the securities or Blue Sky laws of

the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification), (e) the fees and expenses of the Fund's independent accountants, counsel for the Fund and of the transfer agent, (f) the expenses of delivery to the Underwriters and dealers (including postage, air freight and the cost of counting and packaging) of copies of the Prospectus, the Prepricing Prospectus, any sales material and all amendments or supplements to the Prospectus as may be requested for use in connection with the offering and sale of the Shares, (g) the printing (or reproduction) and delivery of this Agreement, any dealer agreements, the preliminary and supplemental Blue Sky Memoranda and all other company-authorized agreements or other documents printed (or reproduced) and delivered in connection with the offering of the Shares, (h) the filing fees paid by, and the fees and expenses of, counsel for the Underwriters in connection with any filings required to be made with the NASD and incurred with respect to the review by the NASD of the offering of the Shares and of the sales materials, which fees and expenses of counsel, together with the fees, expenses and disbursements of counsel set forth in paragraph (d) of this Section 12 above, shall not exceed $15,000, exclusive of NASD and state filing fees paid by such counsel, (i) the transportation, lodging, graphics and other expenses related to the Fund's preparation for and participation in the roadshow, (j) the listing of the Shares on the AMEX and (k) an amount equal to $20,000 plus $0.0025 per Share for each Share in excess of two million sold pursuant to this Agreement, payable on the Closing Date to the Representatives in partial reimbursement of their expenses (but not including reimbursement for the cost of one tombstone advertisement in a newspaper that is one-quarter of a newspaper page or less in size) in connection with the offering. Nuveen Investments, LLC has agreed to pay organizational expenses and offering costs of the Fund (other than sales load) that exceed $0.03 per Common Share.

Notwithstanding the foregoing, in the event that the sale of the Shares is not consummated pursuant to Section 2 hereof, the Adviser will pay the costs and expenses of the Fund set forth above in this Section 12(a) through (i), and reimbursements of Underwriter expenses in connection with the offering shall be made in accordance with Section 5(l) hereof.

13. Miscellaneous. Except as otherwise provided in Sections 5, 10 and 11 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (a) if to the Fund or the Adviser, c/o Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Alan G. Berkshire, and (b) if to you, as Representatives of the Underwriters, at the office of A.G. Edwards & Sons, Inc., One North Jefferson Avenue, St. Louis, Missouri 63103, Attention: Matthew R. Byer, with a copy to Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Thomas A. Hale, Esq.

This Agreement has been and is made solely for the benefit of the several Underwriters, the Fund, the Adviser, their trustees, directors, officers, and the other controlling persons referred to in Section 8 hereof and their respective successors and assigns, to the extent provided herein and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" or the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser.

A copy of the Amended and Restated Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts. This Agreement has been executed on behalf of the Fund by a vice-president of the Fund in such capacity and not individually and the obligations of the Fund under this Agreement are not binding upon such officer, any of the trustees of the Fund or the shareholders of the Fund individually, but are binding only upon the assets and property of the Fund.

14. Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto.

Please confirm that the foregoing correctly sets forth the agreement among the Fund, the Adviser, and the several Underwriters.

Very truly yours,

NUVEEN MUNICIPAL HIGH INCOME
OPPORTUNITY FUND

NUVEEN ADVISORY CORP.

Confirmed as of the date
first above written on
behalf of themselves and
the other several Under-
writers named in Schedule
I hereto.

AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS

A.G. EDWARDS & SONS, INC.

Underwriter                                                  Number of Shares
-----------                                                  ----------------
A.G. Edwards & Sons, Inc.
Wachovia Capital Markets, LLC
Nuveen Investments, LLC
Legg Mason Wood Walker, Incorporated
Oppenheimer & Co. Inc.
Quick & Reilly, Inc., A FleetBoston Financial Company
RBC Dain Rauscher, Inc.
TD Waterhouse Investor Services, Inc.

EXHIBIT A

Form of Bell Boyd & Lloyd LLC Opinion

i. The Registration Statement and all post-effective amendments, if any, are effective under the Act and, to the best of our knowledge after due inquiry, no stop order with respect thereto has been issued and no proceeding for that purpose has been instituted or is threatened by the Commission. Any filing of the Prospectus or any supplements thereto required under Rule 497 under the Act prior to the date hereof have been made in accordance with such rule.

ii. The Fund has been duly formed and is validly existing as a business trust in good standing under the laws of the Commonwealth of Massachusetts, with full business trust power to conduct all the activities conducted by it, to own or lease all assets owned (or to be owned) or leased (or to be leased) by it and to conduct its business, all as described in the Registration Statement and Prospectus, and the Fund is duly licensed and qualified to do business and in good standing in each jurisdiction in which its ownership or leasing of property or its conducting of business requires such qualification, except where the failure to be so qualified or be in good standing, either alone or in the aggregate, would not have a material adverse effect on the Fund, and, to the best of our knowledge after due inquiry, the Fund owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to carry on its business as contemplated in the Prospectus, except where the failure to obtain such licenses, permits, consents, orders, approvals and other authorizations, either alone or in the aggregate, would not have a material adverse effect on the Fund.

iii. The number of authorized, issued and outstanding shares of Common Shares of the Fund is as set forth in the Registration Statement and the Prospectus under the caption Description of Shares--Common Shares" and in the statement of additional information under the caption "Financial Statements--Statements of Assets and Liabilities as of

November 3, 2003." The Common Shares of the Fund conform in all material respects to the description of them in the Prospectus under the caption "Description of Shares --Common Shares." All the outstanding Common Shares have been duly authorized and are validly issued, fully paid and (except as described in the Prospectus under "Certain Provisions in the Declaration of Trust") nonassessable. The Shares to be issued and delivered to and paid for by the Underwriters in accordance with the Underwriting Agreement against payment therefor as provided by the Underwriting Agreement have been duly authorized and when issued and delivered to the Underwriters as so provided will have been validly issued and will be fully paid and (except as described in the Prospectus under "Certain Provisions in the Declaration of Trust") nonassessable. No person is entitled to any preemptive or other similar rights with respect to the Shares under the Declaration of Trust or by-laws of the Fund or under Massachusetts law or, to counsel's knowledge, otherwise.

iv. The Fund is duly registered with the Commission under the 1940 Act as a diversified, closed-end management investment company and all action under the 1933 Act and the 1940 Act, as the case may be, necessary to make the public offering and consummate the sale of the Shares as provided in the Underwriting Agreement has been taken by the Fund.

v. The Fund has full business trust power to enter into each of the Underwriting Agreement, the Investment Management Agreement, the Custody Agreement, the Transfer Agency Agreement and the Expense Reimbursement Agreement, (the Investment Management Agreement, the Custody Agreement, the Transfer Agency Agreement and the Expense Reimbursement Agreement are referred to collectively as the "Fund Agreements") and to perform all of the terms and provisions thereof to be carried out by it and (A) each of the Underwriting Agreement and the Fund Agreements has been duly and validly authorized, executed and delivered by the Fund, (B) each of the Underwriting Agreement and each Fund Agreement complies in all material respects with all applicable provisions of the 1940 Act and the Advisers Act, as the case may be, and (C) assuming due authorization, execution and delivery by the other parties thereto and that

performance of the Fund Agreements by such other parties will not violate law, agreements to which such other parties or their properties are subject or orders applicable to such other parties, each Fund Agreement constitutes the legal, valid and binding obligation of the Fund enforceable against the Fund in accordance with its terms, (1) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (2) except as rights to indemnity thereunder may be limited by federal or state securities laws.

vi. None of (A) the execution and delivery by the Fund of the Underwriting Agreement or the Fund Agreements, (B) the issue and sale by the Fund of the Shares as contemplated by the Underwriting Agreement and (C) the performance by the Fund of its obligations under the Underwriting Agreement and the Fund Agreements or consummation by the Fund of the other transactions contemplated by the Underwriting Agreement and the Fund Agreements conflicts with or will conflict with, or results or will result in a breach of, the Declaration of Trust or the By-laws of the Fund or any material agreement or instrument to which the Fund is a party or by which the Fund is bound that is filed as an exhibit to the Registration Statement, or any law, rule or regulation which in our experience is normally applicable to transactions of the type contemplated by the Underwriting Agreement, or order of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, specifically naming the Fund and known to us, except that we express no opinion as to the securities or "blue sky" laws applicable in connection with the purchase and distribution of the Shares by the Underwriters pursuant to the Underwriting Agreement and except that, in the published opinion of the Commission, the indemnification provisions in the Underwriting Agreement and the Fund Agreements, insofar as they relate to indemnification for liabilities arising under the 1933 Act, are against public policy as expressed in the 1933 Act and therefore unenforceable.

vii. No consent, approval, authorization or order of any

court (to counsel's knowledge) or governmental agency or body or securities exchange or association, whether foreign or domestic, is required by the Fund for the consummation by the Fund of the transactions to be performed by the Fund or the performance by the Fund of all the terms and provisions to be performed by or on behalf of it in each case as contemplated in the Underwriting Agreement and the Fund Agreements, except such as (A) have been obtained under the federal securities laws and (B) may be required by the AMEX or under state securities or "blue sky" laws in connection with the purchase and distribution of the Shares by the Underwriters pursuant to the Underwriting Agreement.

viii. The Shares have been approved for listing on the AMEX, subject to official notice of issuance, and the Fund's Registration Statement on Form 8-A under the 1934 Act is effective.

ix. Other than as described in or contemplated by the Prospectus, to the best of our knowledge after due inquiry, there are no legal or governmental proceedings pending or threatened against the Fund.

x. The Fund does not require any tax or other rulings to enable it to qualify as a regulated investment company under Subchapter M of the Code.

xi. The section in the Prospectus entitled "Taxes" and the section in the Statement of Additional Information entitled "Taxes", to the extent they describe or summarize tax laws, doctrines or practices in the United States, legal matters, agreements, documents or proceedings discussed therein, present an accurate description or fair summary thereof as of the date of this opinion.

xii. The Registration Statement, at the time it became effective, and the Prospectus, as of the date thereof (in each case except for the financial statements and schedules including the notes and schedules thereto, and other financial, statistical or accounting data included therein or omitted therefrom, as to which we express no view), complied

as to form in all material respects with the requirements of the Act and the 1940 Act.

While we have not checked the accuracy and completeness of or otherwise verified, and are not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement or the Prospectus, except to the limited extent set forth in paragraph (xi) above, in the course of our review of the contents of the Registration Statement and the Prospectus with certain officers and employees of the Fund and the Fund's independent accountants, no facts have come to our attention that cause us to believe that the Registration Statement, at the time it became effective (but after giving effect to any changes incorporated pursuant to Rule 430A under the Act), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that we express no view with respect to the financial statements, including notes and schedules thereto, or any other financial, statistical or accounting data included therein), or that the Prospectus, as of the date it was filed with the Commission pursuant to Rule 497 under the Act and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that we express no view with respect to the financial statements, including notes and schedules thereto, or any other financial, statistical or accounting data included therein).

EXHIBIT B

Form of Nuveen Advisory Corp.'s Internal Counsel Opinion

i. The Adviser has been duly formed and is validly existing as a corporation under the laws of its jurisdiction of incorporation with full power and authority to own or lease all of the assets owned or leased by it and to conduct its business as described in the Registration Statement and Prospectus and to enter into and perform its obligations under the Underwriting Agreement and the Investment Management Agreement.

ii. The Adviser is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the 1940 Act from acting as investment adviser for the Fund as contemplated by the Investment Management Agreement, the Registration Statement and the Prospectus.

iii. The Adviser has full power and authority to enter into each of the Underwriting Agreement, the Investment Management Agreement and the Expense Reimbursement Agreement (the Investment Management Agreement and the Expense Reimbursement Agreement are referred to collectively as the "Adviser Agreements") and to carry out all the terms and provisions thereof to be carried out by it, and each such agreement has been duly and validly authorized, executed and delivered by the Adviser; each of the Underwriting Agreement and each Adviser Agreement complies in all material respects with all provisions of the 1940 Act and the Advisers Act; and assuming due authorization, execution and delivery by the other parties thereto and that performance of each Adviser Agreement by such other parties will not violate law, agreements to which such other parties or their properties are subject or orders applicable to such other parties, each Adviser Agreement constitutes a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, (1) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable

principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (2) except as rights to indemnity thereunder may be limited by federal or state securities laws.

iv. Neither (A) the execution and delivery by the Adviser of the Underwriting Agreement or any Adviser Agreement nor (B) the consummation by the Adviser of the transactions contemplated by, or the performance of its obligations under the Underwriting Agreement or any Adviser Agreement conflicts or will conflict with, or results or will result in a breach of, the charter or by-laws of the Adviser or any agreement or instrument to which the Adviser is a party or by which the Adviser is bound, or any federal law, rule or regulation, any provision of the Delaware General Corporation Law or order of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, specifically naming the Adviser and known to counsel, except in each case for such conflicts or breaches which do not, either alone or in the aggregate, have a material adverse effect on the Adviser's ability to perform its obligations under the Underwriting Agreement and the Adviser Agreements, and except that, in the published opinion of the Commission, the indemnification provisions in the Underwriting Agreement and the Adviser Agreements, insofar as they relate to indemnification for liabilities arising under the 1933 Act, are against public policy as expressed in the 1933 Act and therefore unenforceable.

v. No consent, approval, authorization or order of any court (to my knowledge), governmental agency or body or securities exchange or association, whether foreign or domestic, is required for the consummation of the transactions contemplated in, or the performance by the Adviser of its obligations under, the Underwriting Agreement and any Adviser Agreement, except
(i) such as have been obtained under the federal securities laws and (ii) may be required by the New York Stock Exchange or under state securities or "blue sky" laws, in connection with the purchase and distribution of the Shares by the Underwriters pursuant to the Underwriting Agreement.

vii. To the best of my knowledge after due inquiry, there is no legal or governmental proceeding pending or threatened against the Adviser that is either
(i) required to be described in the Registration Statement or Prospectus that is not already described or (ii) which would, under Section 9 of the Investment Company Act, make the Adviser ineligible to act as the Fund's investment adviser.

I have not checked the accuracy and completeness of or otherwise verified, and am not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement or the Prospectus. We have participated in conferences with representatives of the Adviser at which the contents of the Registration Statement and Prospectus were discussed. No facts have come to my attention that cause me to believe that the description of the Adviser and its business, and the statements attributable to the Adviser, in the Registration Statement, at the time it became effective (but after giving effect to any changes incorporated pursuant to Rule 430A under the Act), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that I express no view with respect to the financial statements, including notes and schedules thereto, or any other financial, statistical or accounting data included therein), or that the description of the Adviser and its business, and the statements attributable to the Adviser, in the Prospectus, as of the date it was filed with the Commission pursuant to Rule 497 under the Act and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that I express no view with respect to the financial statements, including notes and schedules thereto, or any other financial, statistical or accounting data included therein).

A.G. Edwards & Sons, Inc.

[date]

A.G. Edwards & Sons, Inc.
One North Jefferson
St. Louis, Missouri 63103
Attention: Equity Syndicate

Ladies and Gentlemen:

In connection with offerings of Securities underwritten by you, or by a group of Underwriters represented by you, we may be offered by the Underwriters the opportunity to purchase from the Underwriters a portion of such Securities, as principals, at a discount from the initial public offering price representing a selling concession or reallowance (as hereinafter defined) granted as consideration for services rendered by us in the distribution of such Securities. We understand that you are requesting us to agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in the Prospectus, the Registration Statement, the Offering Circular or in any wire or letter sent to us in connection with a particular offering, will govern all such purchases of such Securities and the reoffering thereof by us. The terms and conditions herein set forth shall be applicable only to an offering where you are responsible for reservations of Securities for sale to dealers and have expressly informed dealers that such terms and conditions shall be applicable. Defined terms used herein (and not defined herein) have the same meaning as defined terms in the Master Agreement Among Underwriters.

Our purchase of such Securities will constitute our reaffirmation of this Agreement.

1. Offers and Sales of Securities. When you are acting as Representative of the Underwriters in offering Securities to us, it is understood that all offers are made subject to prior sale of the subject Securities, when, as and if such Securities are delivered to and accepted by the Underwriters. In such cases, any order from us for Securities will be strictly subject to confirmation and you reserve the right in your absolute discretion to reject any order in whole or in part. Upon release by you, we may reoffer such Securities at the public offering price determined by you. With your consent, we may allow a discount, not in excess of the reallowance established by you, in selling such Securities to other dealers, provided that in doing so we comply with the Conduct Rules of the NASD. Dealers to whom an offer is made will be furnished any preliminary prospectus or preliminary offering circular and the Prospectus or the Offering Circular, as the case may be, and will be notified by telefax of the method and terms of the offering, the time of the release of Securities for sale to the public, the initial public offering price, the selling concession, the portion of the selling concession allowable to certain dealers (the reallowance), the time at which books will be opened, the amount, if any, of Securities reserved for purchase by dealers and the period of such reservation. Upon your request, we will

advise you of the identity of any dealer to whom we allow such a discount and any Underwriter or dealer from whom we receive such a discount. After the Securities are released for sale to the public, you may vary the initial public offering price, the selling concession and the reallowance and other selling terms and arrangements.

We represent that we have at all times complied with the provisions of Regulation M promulgated by the Commission under the Exchange Act applicable to this offering.

We agree to advise you at any time or times, upon request, prior to the termination of this Agreement with respect to any offering of Securities covered hereby, of the number or amount of Securities remaining unsold that were purchased by us from you or from any dealer at a selling concession from the initial public offering price and, on your request, we will resell to you any such Securities remaining unsold at the initial public offering price less an amount to be determined by you not in excess of the selling concession allowed to us.

If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by A.G. Edwards & Sons, Inc. of any short position created by A.G. Edwards & Sons, Inc. for the accounts of the Underwriters pursuant to Section 6 of the Master Agreement Among Underwriters, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

2. Delivery and Payment. If we purchase any Securities from you hereunder, we agree that such purchases will be evidenced by your written confirmation and will be subject to the terms and conditions set forth in the confirmation and in the Offering Circular or the Prospectus relating to such Securities.

Unless you advise us otherwise, Securities purchased by us from you hereunder shall be paid for in full at the initial public offering price (plus accrued interest, amortization of original issue discount or dividends, if any), or, if you shall so advise us, at such price (plus accrued interest, amortization of original issue discount or dividends, if any) less the applicable selling concession, at the office of A.G. Edwards & Sons, Inc., One North Jefferson, St. Louis, Missouri 63103, Attention: Equity Syndicate, at such time and on such day as you may advise us, by wire transfer of immediately available funds to an account designated by A.G. Edwards & Sons, Inc. against delivery of the Securities. If we are called upon to pay the initial public offering price for the Securities purchased by us, the applicable selling concession will be paid to us, less any amounts charged to our account pursuant to Article 1 above, promptly after this Agreement terminates with respect to any offering of Securities covered hereby.

Each dealer that is a member of DTC authorizes us, in our discretion, to arrange for delivery of Securities to such dealer and for payment therefor by and to such dealer through the facilities of DTC.

3. Termination. You will advise us of the date and time of termination of this Agreement or of any designated provisions hereof with respect to any offering of Securities covered hereby. With respect to any offering of Securities covered hereby, this Agreement shall in any event terminate 30 business days after the date of the initial date of such offering of Securities unless sooner terminated by you. Notwithstanding any distribution and settlement of accounts, dealers shall be liable for their proper proportion of any transfer tax or other liability that may be asserted against the Representatives or any of the Underwriters or dealers based upon the claim that the dealers constitute an association, a partnership, an unincorporated business or other separate entity.

4. Representations and Liability of Dealers and Underwriters. We represent that we are a member in good standing of the NASD or that we are a foreign bank or dealer not eligible for membership in the NASD. In making sales of Securities, if we are such a member, we agree to comply with all applicable rules of the NASD, including, without limitation, the NASD's Interpretation with Respect to Free-Riding and Withholding and Rule 2740 of the NASD Conduct Rules, or, if we are such a foreign bank or dealer, we agree to comply with such Interpretation, Rules 2730, 2740 and 2750 of the NASD Conduct Rules as though we were such a member and Rule 2420 of the NASD Conduct Rules as it applies to a non-member broker or dealer in a foreign country. We represent that we are fully familiar with the above provisions of the Conduct Rules of the NASD.

If we are a foreign bank or dealer, we represent that in connection with sales and offers to sell Securities made by us outside the United States, (a) we will not offer or sell any Securities in any jurisdiction except in compliance with applicable laws and (b) we will either furnish to each person to whom any such sale or offer is made a copy of the Offering Circular or the Prospectus or inform such person that such Offering Circular or Prospectus will be available upon request. It is understood that no action has been taken to permit a public offering in any jurisdiction other than the United States where action would be required for such purpose.

If the Securities have been registered under the Act, we confirm that we are familiar with the rules and policies of the Commission relating to the distribution of preliminary and final prospectuses, and we agree that we will comply therewith in any offering of Securities covered by this Agreement. In any offering of Securities covered by this Agreement, we are not authorized to give any information or make any representation not contained in the Offering Circular or the Prospectus relating thereto.

We agree that you have full authority to take such action as may seem advisable to you in respect to all matters pertaining to the offering of the Securities. You shall not be under any liability to us for any act or omission, except for obligations expressly assumed by you in this Agreement.

5. Miscellaneous. No person is authorized to give any information or make any representations other than as contained in the Prospectus, the Registration Statement or the Offering Circular in connection with the offering or sale of the Securities and is not authorized to act as agent for the Issuer or other seller of the Securities or any of the Underwriters in offering the Securities to the public or otherwise. Nothing contained herein shall constitute dealers partners with any of the Underwriters or with one another.

Neither the Representatives nor any Underwriter shall be under any liability (except for their own want of good faith) for or in respect of the validity of, or title to, any Securities; the form of, or the statements contained in, or the validity or value of, the Registration Statement, any preliminary prospectus or preliminary offering circular, the Prospectus, the Offering Circular, or any amendment or supplement thereto, any document that may be incorporated by reference therein, or any letters or instruments executed by or on behalf of the Issuer or such seller of the Securities or others; the form or validity of the agreement for the purchase of the Securities, the Master Agreement Among Underwriters or the instrument containing the terms and conditions of the Securities; the delivery of the Securities; the performance by the Issuer or such seller of the Securities or others of any agreement on its or their part; the qualifications of the Securities for sale; or any matter in connection with any of the foregoing; provided, however, that nothing in this paragraph shall be deemed to relieve the Representatives or any Underwriter from any liability imposed by the Act.

Dealers, by their participation, represent that neither they nor any of their directors, officers, partners or "persons associated with" them (as defined in the By-Laws of the NASD) nor, to their knowledge, any "related person" (defined by the NASD to include counsel, financial consultants and advisers, finders, members of the selling or distribution group, any NASD member participating in the public offering and any and all other persons associated with or related to and members of the immediate family of any of the foregoing) within the last 12 months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person thereof (other than relating to the proposed Underwriting Agreement) as to which documents or information are required to be filed with the NASD pursuant to its Corporate Financing Rule and as to which such documents or information have not been so filed in a timely manner.

6. Notices to A.G. Edwards & Sons, Inc. All communications to you relating to the subject matter of this Agreement shall be addressed to A.G. Edwards & Sons, Inc., One North Jefferson, St. Louis, Missouri 63103, Attention:
Equity Syndicate, and any notices to us shall be deemed to have been duly given if mailed or telefaxed to us at the address shown below.

7. Blue Sky Matters. You will not have any responsibility with respect to the right of any dealer to sell Securities in any jurisdiction, notwithstanding any information you may furnish in that connection.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

Title:

Address:

Confirmed as of the date first above written.

A.G. Edwards & Sons, Inc.

Form of:

NUVEEN EXCHANGE-TRADED FUNDS

[DATED]

Dear Ladies and Gentlemen:

In connection with public offerings of securities ("Securities") of registered investment companies sponsored by Nuveen Investments ("Nuveen") which are underwritten by a group of underwriters ("Underwriters") which are represented by Nuveen alone or in conjunction with other firms (the "Representatives"), you (a "Dealer") may be offered from time to time the opportunity to purchase a portion of such securities, as a principal, at a discount from the public offering price representing a selling concession or reallowance granted as consideration for services rendered in the distribution of such securities, subject to the terms and conditions of this Agreement.

1. General. (a) This Agreement sets forth the general terms, conditions and representations applicable to any such purchase. These general terms, conditions and representations may be modified, amended or supplemented in connection with an offering of Securities by telegram, telex, facsimile transmission or other written form (electronic or otherwise) of communication of Nuveen or other Representative of the Underwriters of such offering (any communication in any such form being herein referred to as a "written communication") to you in connection with such offering. This Agreement shall become effective with respect to your participation in an offering of Securities upon your acceptance of any reservation of any such Securities, as a Dealer. Such acceptance shall constitute your acceptance of this Agreement as modified, amended or supplemented by any such written communication.

(b) As used herein, the term "Agreement" shall mean this Agreement and, after receipt by you of written notice thereof, any amendment or supplement hereto, plus any additional or supplementary terms, conditions and representations contained in the prospectus relating to the offering of Securities or any other written communication to you from Nuveen or any other Representative of the Underwriters of any offering of securities. This Agreement shall constitute a binding agreement between you and Nuveen, individually, and, in respect of a public

offering of Securities, Nuveen and the other Representatives of the Underwriters of such offering on whose behalf Nuveen is acting.

(c) This Agreement supersedes any prior understanding you have with Nuveen with respect to the subject matter hereof.

2. Sales to Selected Dealers. For any specific offering, we will advise you by telegram of the method and terms of offering, the time of the release of the Securities for sale to the public, the initial offering price, the selling concession, the portion of the selling concession allowable to certain dealers (the "reallowance"), the time at which subscription books will be opened, the amount, if any, of Securities reserved for purchase by Dealers and the period of reservation. Subscription books may be closed by us at any time in our discretion without notice, and the right is reserved to reject any subscription in whole or in part. Notification of allotments against the rejections of subscriptions will be made as promptly as practicable. In purchasing Securities, you must rely only on the prospectus, and on no other statements whatsoever, written or oral.

3. Offering Provisions. Upon receipt of the telegram or letter referred to in Section 2 hereof, promptly on the date set forth in such telegram for release of the Securities for sale to the public, you will reoffer the Securities purchased by you hereunder, subject to receipt and acceptance of the Securities by the Underwriters, and upon the other terms, conditions and representations set forth herein and in the prospectus relating to such Securities. Securities purchased hereunder are to be offered to the public at the initial public offering price set forth in the prospectus, except that if a reallowance is in effect, a reallowance from the public offering price not in excess of such reallowance may be allowed by you but only to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Rule 2740(c) of the Rules of Conduct of the National Association of Securities Dealers, Inc. ("NASD") and who are members in good standing of the NASD or are foreign dealers, not eligible for membership in the NASD, who, in each case, represent to you that they will promptly reoffer such Securities to the public at the initial public offering price set forth in the prospectus and will abide by the conditions with respect to foreign brokers and dealers set forth in the first paragraph of Section 6 hereof.

If prior to the completion of a distribution of the Securities in an offering, directly or indirectly in connection with their activities under this agreement, Nuveen or an Underwriter of the offering purchases on the open market any Securities purchased by you under this Agreement as part of the offering, you agree to pay Nuveen or the lead Representative of the Underwriters of the offering on demand an amount equal to the concession with respect to the Securities, plus, as applicable, transfer taxes, broker's commission, or dealer's markups, if any, paid in connection with such transactions. Alternatively, Nuveen or the Representatives of the Underwriters of the offering may withhold payment for a period of time of, or determine not to pay, all or any part of the concession with respect to the Securities so received. You will advise Nuveen or any other Representative from time to time at our request, of the number of Securities purchased by you hereunder remaining unsold and you agree to sell to us, at our request, for the account of one or more of the Underwriters, such number of such unsold Securities as we may designate, at the initial offering price less an amount to be determined by us, not in excess of the full concession.

4. Delivery and Payment. Payment for and delivery of Securities purchased by you hereunder will be made through the facilities of the Depository Trust Company, if you are a member, or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instructions which you will send to us prior to such specified date. At the discretion of Nuveen or a Representative of the Underwriters of the offering, we may require you to pay the full public offering price for any offering of Securities. If you are called upon to pay the full public offering price for the Securities purchased by you the concession will be paid to you, less any amounts charged to your account pursuant to Section 3 above, after termination of this Agreement.

5. Termination. This Agreement shall continue in full force and effect until terminated by either party by five days' written notice to the other; provided, that if this Agreement has become effective with respect to any offering of Securities, this Agreement may not be terminated by you with respect to such offering. It shall remain in full force and effect as to such offering. Notwithstanding any distribution and settlement of accounts, you shall be liable for the proper proportion of any transfer tax or other liability which may be asserted against the Representatives or any of the Underwriters or Dealers based upon the claim that the Dealers, or any of them, constitute a partnership, an association, an unincorporated business or other separate entity.

6. Position of Selected Dealers and Underwriters. You represent that you are actually engaged in the investment banking or securities business and are a member in good standing of the NASD or that you are a foreign dealer, not eligible for membership in the NASD, which agrees not to offer or sell any Securities in, or to persons who are nationals or residents of, the United States of America. In making sales of Securities, if you are such a member, you agree to comply with all applicable rules of the NASD, including, without limitation, IM 2110-1 (the NASD's Interpretation with Respect to Free-Riding and Withholding) and Rules 2740 and 2750 of the NASD's Rules of Conduct, or, if you are a foreign dealer, you agree to comply with such Interpretation and Rules 2730, 2740 and 2750 of such Rules of Conduct as though you were such a member, and with Rule 2420 as that Rule applies to a non-member broker or dealer in a foreign country. You also confirm that you have complied and will comply with the prospectus delivery requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended including Rule 15c2-8(b) which requires all participating dealers to distribute a copy of the preliminary prospectus relating to the offering of Securities to each person to whom they expect to confirm a sale of the Securities not less than 48 hours prior to the time they expect to mail such confirmation. You are not authorized to give any information or make any representations with respect to an offering of Securities other than those contained in the prospectus for the offering, or to act as agent for the issuer, any Underwriter, Representative or Nuveen.

Neither Nuveen, individually or as Representative of the Underwriters, nor any of the Representatives or Underwriters shall be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended. No obligations on the part of Nuveen will be implied or inferred herefrom. All communications to Nuveen relating to the subject matter of this Agreement should be addressed to Nuveen Investments, 333 W. Wacker Drive, Chicago, Illinois 60606 (Attention: Debbie Taylor), and any notices to you shall be deemed to have been duly given if mailed or telegraphed to you at such address as you shall indicate on the last page of this Agreement.

7. Blue Sky Matters. Neither Nuveen, individually or as a Representative of the Underwriters, nor any of the Representatives or Underwriters will have any responsibility with respect to the right of any Dealer to sell Securities in any jurisdiction, notwithstanding any information we may furnish in that connection.

8. Indemnification. You agree to indemnify and hold harmless Nuveen and each Representative and Underwriter of an offering of Securities and each person, if any, who controls Nuveen or any such Representative or Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended or
Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation) (any of the foregoing being hereinafter referred to individually as a "Loss" and collectively, as "Losses") suffered or incurred by any such indemnified person arising out of or in connection with such offering for or on account of or arising from or in connection with (i) any violation by you of any law, rule or regulation (including any rule of any self-regulatory organization) or (ii) any breach of any representation, warranty, covenant or agreement contained in this Agreement. The foregoing indemnity agreement shall be in addition to any liability which you may otherwise have.

9. Procedures Relating to Indemnification. (a) An indemnified person under
Section 8 of this Agreement (the "Indemnified Party") shall give written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a "Claim"), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure.

(b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing

interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment.

(c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

10. Survival. The representations, warranties, covenants and agreements of the undersigned contained in this Agreement, including, without limitation, the indemnity agreements contained in Sections 8 and 9 hereof, shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Representative or Underwriter or any person controlling any Representative or Underwriter, or their directors or officers, (ii) acceptance of any Shares and payment therefor and (iii) any termination of this Agreement.

11. This Agreement shall be governed by the laws of the State of New York or the laws of such other state as indicated in a written communication to you by Nuveen with respect to any particular securities offering.

Please confirm your agreement to the foregoing by signing in the space provided below and returning to us the enclosed counterpart of this Agreement.

                                       By:
                                         ---------------------------------------
                                                   Managing Director

Confirmed as of  _____________.
                    [Date]

-------------------------------

Title:

Address:

A.G. Edwards & Sons, Inc.

[date]

A.G. Edwards & Sons, Inc.
One North Jefferson
St. Louis, Missouri 63103
Attention: Equity Syndicate

Ladies and Gentlemen:

This agreement (the Agreement) sets forth the general terms and conditions pursuant to which the Underwriters (as hereinafter defined) will agree among themselves with reference to their proposed purchases severally of the Securities (as hereinafter defined) referred to in the Underwriting Agreement (as hereinafter defined) to be executed by the issuer of such Securities (the Issuer) and the selling security holders, if any, named therein.

We understand that from time to time you may act as Representative or as one of the Representatives (as hereinafter defined) of the Underwriters of offerings of Securities. This Agreement shall apply to any offering of Securities in which we elect to act as an Underwriter after receipt of an Invitation (as hereinafter defined) from you identifying the Issuer, containing information regarding certain terms of the Securities to be offered, specifying the amount of our proposed participation and the names of the other Representatives, if any, and stating that our participation as an Underwriter in the offering shall be subject to the provisions of this Agreement, which shall be deemed to include the terms and conditions set forth (a) in the Prospectus (as hereinafter defined), (b) in any letter or telefax sent to prospective Underwriters in connection with an Invitation to participate as Underwriters and
(c) in any letter or telefax sent to Underwriters in connection with the terms of any particular offering. Your Invitation will include instructions for our acceptance of such Invitation.

At or prior to the time of an offering, you will advise us, to the extent applicable, as to the expected offering date, the expected closing date, the initial public offering price, the interest or dividend rate (or the method by which such rate is to be determined), the conversion price, the underwriting discount, the management fee, the selling concession and the reallowance, the amount, if any, of Securities reserved for purchase by dealers and other terms and conditions of the offering, except that if the initial public offering price of the Securities is to be determined by a formula based upon the market price of certain securities (such procedure being hereinafter referred to as Formula Pricing), you shall so advise us and shall specify the maximum underwriting discount, management fee and selling concession. Such information may be conveyed by you in one or more communications (such communications received by us with respect to the offering are hereinafter collectively referred to as the Invitation). You will notify us, in the Invitation, if the Underwriting Agreement provides for (i) the granting of an option to purchase additional Securities to cover over-allotments or (ii) two syndicates of Underwriters, one of which will offer and sell Securities in the United States and Canada to U.S. and Canadian

Persons (as such terms are defined in the Agreement Between U.S. Underwriters and International Managers (as hereinafter defined)) and the other of which (the International Managers) will offer and sell Securities outside the United States and Canada to persons other than U.S. and Canadian Persons (a Two-Tranche Offering).

This Agreement, as amended or supplemented by the Invitation, shall become effective with respect to our participation in an offering of securities if your Equity Syndicate receives our oral or written acceptance prior to the time and date specified in the Invitation and you do not receive a written communication revoking our acceptance prior to the time and date specified in the Invitation (our unrevoked acceptance after expiration of such time and date being hereinafter referred to as our Acceptance). Our Acceptance will constitute our confirmation that, except as otherwise stated in such Acceptance, each statement included in the Master Underwriters' Questionnaire set forth as Exhibit A hereto (or otherwise furnished to us) is and will be as of the date of the Underwriting Agreement, unless prior thereto we notify you in writing to the contrary, true and correct and our confirmation that we will purchase, on the terms and subject to the conditions set forth in the Underwriting Agreement, the Invitation, the Prospectus and this Agreement, our original underwriting commitment (as hereinafter defined).

The Securities the Underwriters are initially obligated to purchase pursuant to the Underwriting Agreement are hereinafter called the Firm Securities and any additional Securities which may be purchased by the Underwriters upon exercise of any over-allotment option contained in the Underwriting Agreement are hereinafter called the Option Securities. In the case of a Two-Tranche Offering, the Securities the International Managers are initially obligated to purchase pursuant to the Underwriting Agreement are hereinafter referred to as the International Firm Securities and any additional Securities which may be purchased by the International Managers upon exercise of any over-allotment option contained in the Underwriting Agreement are hereinafter referred to as the International Option Securities, with the Firm Securities, the Option Securities, the International Firm Securities and the International Option Securities being hereinafter collectively referred to as the Securities. Any underwriters of Securities under this Agreement, including the Representatives, are hereinafter collectively referred to as the Underwriters. In the case of a Two-Tranche Offering, the International Managers will not purchase Securities pursuant to this Agreement in their capacity as International Managers and accordingly will not be Underwriters for the purposes hereof. All references herein to you or to the Representatives shall mean A.G. Edwards & Sons, Inc. and the other firms, if any, which are named as Representatives or, in the case of a Two-Tranche Offering, as U.S. Representatives (as such term is defined in the Agreement Between U.S. Underwriters and International Managers) in the Invitation. It is understood and agreed that A.G. Edwards & Sons, Inc. may act on behalf of all Representatives. The Securities to be offered may, but need not, be registered for a delayed or continuous offering pursuant to Rule 415 (Rule 415) promulgated by the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act).

The following provisions of this Agreement shall apply separately to each individual offering of Securities. This Agreement may be supplemented or amended by you by a written notice to us and, except for supplements or amendments set forth in an Invitation relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be

effective with respect to any offering of Securities to which this Agreement applies after this Agreement is so amended or supplemented.

1. Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offering of Securities registered under the Act (a Registered Offering), you will furnish to us, to the extent made available to you by the Issuer, copies of the registration statement relating to the Securities filed with the Commission pursuant to the Act and each amendment thereto (excluding exhibits but, upon request, including any documents incorporated by reference therein), as well as copies of the Prospectus relating to such Securities. If such registration statement relates to Securities to be offered on a delayed or continuous basis pursuant to Rule 415, the term Registration Statement means such registration statement as amended to the date of the Underwriting Agreement. Otherwise, the term Registration Statement means such registration statement as amended at the time when it becomes effective (including the information, if any, deemed to be a part of such registration statement at the time of effectiveness pursuant to Rule 430A promulgated by the Commission under the Act) or by any post-effective amendment thereto, together with any registration statement filed by the Issuer pursuant to Rule 462(b) promulgated by the Commission under the Act. The term Prospectus means the prospectus, together with a final prospectus supplement, if any, relating to the offering of the Securities, and in the form first used to confirm sales of the Securities, as amended or supplemented, except that in the case of a Two-Tranche Offering, the term Prospectus means, collectively, the U.S. prospectus (as such term is defined in the Agreement Between U.S. Underwriters and International Managers) relating to the Securities to be offered and sold in the United States and Canada to U.S. and Canadian Persons and the international prospectus relating to the Securities to be offered and sold outside the United States and Canada to persons other than U.S. and Canadian Persons, in each case, together with a final prospectus supplement, if any, and in the respective forms first used to confirm sales of the Securities, as amended or supplemented. The term preliminary prospectus means any preliminary prospectus to be used in connection with the offering of the Securities or any preliminary prospectus supplement together with a prospectus relating to the offering of the Securities. As used herein, the terms Registration Statement, Prospectus and preliminary prospectus shall include, in each case, the material, if any, incorporated by reference therein.

With respect to the Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment or supplement thereto (the Offering Circular). The term preliminary offering circular means any preliminary offering circular to be used in connection with the offering of Securities for which no Registration Statement is filed with the Commission.

We understand that it is our responsibility to examine the Registration Statement, the Prospectus, the Offering Circular, any amendment or supplement thereto relating to the offering of the Securities, any preliminary prospectus or preliminary offering circular and the material, if any, incorporated by reference therein and we will familiarize ourselves with the terms of the Securities and the other terms of the offering thereof which are to be reflected in the Prospectus or the Offering Circular and the Invitation. You are authorized to approve on our behalf any amendments or supplements to the Registration Statement, the Prospectus or the Offering Circular.

2. Underwriting Agreement; Authority of Representatives. We authorize you to execute and deliver an underwriting or purchase agreement and any amendment or supplement thereto and any associated terms agreement or other similar agreement (collectively, the Underwriting Agreement) on our behalf with the Issuer and any selling security holder with respect to the Securities in such form as you determine, and to exercise in your discretion all of the authority vested in you by the Underwriting Agreement subject to limitations, if any, set forth in the Invitation. We also authorize you to take all action that you may believe is necessary or desirable in carrying out the provisions of the Underwriting Agreement and this Agreement, including authority to take such action as you deem advisable in connection with the purchase, carrying, sale and distribution of the Securities, to agree to changes in those who are to be Underwriters and, subject to Section 4(c) hereof, in the amount of Securities to be purchased by such Underwriter, and to agree to any variation in the terms or performance of the Underwriting Agreement and this Agreement which, in your sole discretion, seem advisable to you in respect thereof. We will be bound by all terms of the Underwriting Agreement as executed. It is understood and agreed that A.G. Edwards & Sons, Inc. may act on behalf of all Representatives. The term original underwriting commitment, as used in this Agreement with respect to any Underwriter, shall refer to the amount of Firm Securities set forth opposite such Underwriter's name in the Underwriting Agreement plus (a) any additional Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of the Underwriting Agreement or Section 12 hereof and (b) any Option Securities which such Underwriter may become obligated to purchase upon exercise of any over-allotment option contained in the Underwriting Agreement and, as used in this Agreement with respect to any International Manager, shall refer to the amount of International Firm Securities set forth opposite such International Manager's name in the Underwriting Agreement plus (a) any additional International Firm Securities which such International Manager may become obligated to purchase pursuant to the provisions of the Underwriting Agreement and (b) any International Option Securities which such International Manager may become obligated to purchase upon exercise of any over-allotment option contained in the Underwriting Agreement, in each case without regard to any reduction in such commitment as a result of Delayed Delivery Contracts (as hereinafter defined) that may be entered into by the Issuer. The ratio which the original underwriting commitment of any Underwriter bears to the aggregate amount of Firm Securities to be purchased by all the Underwriters is referred to in this Agreement as the underwriting proportion of such Underwriter.

In the case of a Two-Tranche Offering, we authorize you (a) to execute and deliver an agreement between the Underwriters and the International Managers (the Agreement Between U.S. Underwriters and International Managers) on our behalf with respect to the Securities in such form as you determine, (b) to make representations on our behalf as set forth in the Agreement Between U.S. Underwriters and International Managers and (c) to purchase or sell Securities for the account of the Underwriters pursuant to the Agreement Between U.S. Underwriters and International Managers. We will be bound by all terms of the Agreement Between U.S. Managers and International Underwriters as executed.

It is understood that, if so specified in the Invitation, arrangements may be made for the sale of Securities by the Issuer pursuant to delayed delivery contracts (Delayed Delivery Contracts), such securities hereinafter referred to as Contract Securities. References herein to

delayed delivery and Delayed Delivery Contracts apply only to offerings to which delayed delivery is applicable.

If the Securities consist in whole or in part of debt obligations maturing serially, the serial Securities being purchased by each Underwriter pursuant to the Underwriting Agreement will consist, subject to adjustment as provided in the Underwriting Agreement, of serial Securities of each maturity in a principal amount that bears the same proportion to the aggregate principal amount of the serial Securities of such maturity to be purchased by all the Underwriters as the principal amount of serial Securities set forth opposite such Underwriter's name in the Underwriting Agreement bears to the aggregate principal amount of the serial Securities to be purchased by all the Underwriters.

3. Authorization Under Underwriting Agreement. You are authorized in your sole discretion to take the following action with respect to the Underwriting Agreement and the Agreement Between U.S. Underwriters and International Managers:

(a) To postpone any closing date or option closing date or to extend any other time or date specified in the Underwriting Agreement or the Agreement Between U.S. Underwriters and International Managers.

(b) To exercise any right of cancellation or termination.

(c) To arrange for the purchase by other persons (including yourselves or any other Underwriters) of any of the Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) not taken up by any defaulting Underwriter or by the other Underwriters as provided in the Underwriting Agreement.

(d) To give notice on our behalf of the determination to purchase any Option Securities.

(e) With respect to offerings using Formula Pricing, to determine the initial public offering price and the price at which the Securities are to be purchased in accordance with the Underwriting Agreement.

(f) To consent to any other additions to, changes in or waivers of provisions of the Underwriting Agreement or the Agreement Between U.S. Underwriters and International Managers, and to take such other action in connection with the offering of the Securities, as may seem advisable to you in respect thereof.

4. Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable:

(a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased.

(b) To make any changes in the initial public offering price or other terms of the offering.

(c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement.

(d) To determine all matters relating to advertising and communications with dealers or others.

(e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser.

(f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the A.G. Edwards & Sons, Inc. Master Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the Exchange Act) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign dealer.

(g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International

Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day.

(h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part.

(i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists.

(j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers.

(k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect.

We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4.

If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation.

If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by A.G. Edwards & Sons, Inc. of any short position created by A.G. Edwards & Sons, Inc. for the accounts of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may
(i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

5. Delayed Delivery Arrangements. We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Securities from the Issuer pursuant to Delayed Delivery Contracts, and we agree that all such arrangements will be made only through you (directly or through Underwriters or dealers selected by you). You may allow to dealers in respect of such Securities a commission equal to the selling concession allowed to dealers pursuant to Section 4.

The original underwriting commitments of the Underwriters shall be reduced in the aggregate by the principal amount of Securities covered by Delayed Delivery Contracts made by the Issuer, the original underwriting commitment of each Underwriter to be reduced by the principal amount of such Securities, if any, allocated to you by such Underwriter. Your determination of the allocation of Securities covered by Delayed Delivery Contracts among the several Underwriters shall be final and conclusive and we agree to be bound by any notice delivered by you to the Issuer setting forth the amount of the reduction in our original underwriting commitment as a result of Delayed Delivery Contracts.

Upon receiving payment from the Issuer of the fee for arranging Delayed Delivery Contracts, you will credit our account with the portion of such fee applicable to the Securities covered by Delayed Delivery Contracts allocated to us; provided, however, that, should the total amount of Contract Securities attributed or directed and allocated by a purchaser to any Underwriter exceed the amount of Securities to be purchased by such Underwriter under the Underwriting Agreement minus the amount of Securities to be purchased by such Underwriter under the Underwriting Agreement, there shall be credited to the account of such Underwriter with respect to the amount of Contract Securities equal to such excess only the amount of the commission allowed to dealers in connection with Contract Securities. You will charge our account with any commission (which initially shall not be in excess of the amount specified in the Invitation) allocated to dealers in respect of Securities covered by Delayed Delivery Contracts allocated to us.

6. Trading Authorizations. We authorize A.G. Edwards & Sons, Inc., during the term of this Agreement relating to the offering of the Securities in its discretion:

(a) To make purchases and sales of Securities, any securities of the Issuer of the same class and series as the Securities, any securities into which the Securities are convertible or for which the Securities are exchangeable and any other securities of the Issuer or any guarantor of the Securities specified in the Invitation, in the open market or

otherwise (in addition to purchases and sales made under the authority of
Section 4 and, in the case of a Two-Tranche Offering, under the authority of the Agreement Between U.S. Underwriters and International Managers), either for long or short account, in such amounts, on such terms, at such prices and in such manner as it may determine.

(b) In arranging for sales of the Securities pursuant to Section 4, to over-allot and to make purchases for the purpose of covering any over-allotment so made.

It is understood that, in connection with the offering of the Securities,
A.G. Edwards & Sons, Inc. may have made purchases of any such securities for stabilizing purposes prior to the time when we became one of the Underwriters, and we agree that any such securities so purchased shall be treated as having been purchased pursuant to the foregoing authorization.

All such purchases and sales and over-allotments shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions except in the case of a Two-Tranche Offering, in which case, they shall be made for the respective accounts of the several Underwriters and the several International Managers as set forth in the Agreement Between U.S. Underwriters and International Managers; provided, however, that at no time shall our net commitment resulting from such purchases and sales, either for long or short account, or pursuant to such over-allotments, exceed 15% (or such other amount as may be specified in the Invitation, except as set forth below in the event of an Underwriter not carrying out its commitment under this Section 6) of our original underwriting commitment and provided, further, that in determining our net commitment for short account there shall be subtracted the maximum amount of Option Securities that we are entitled to purchase. We agree to take up at cost on demand any securities so purchased for our account and to deliver on demand any securities so sold or so over-allotted for our account. Without limiting the generality of the foregoing, A.G. Edwards & Sons, Inc. may buy or take over for the respective accounts of the several Underwriters, all in the proportion and within the limits set forth, at the price at which reserved, any of the Securities reserved for sale by it but not sold and paid for, for such purposes as it may determine, including, but not limited to, the covering of over-allotments and short sales.

If A.G. Edwards & Sons, Inc. engages in any stabilization transaction pursuant to this Section 6, it will notify us promptly of the date and time of the first stabilizing purchase and the date and time of termination of stabilization. A.G. Edwards & Sons, Inc. shall prepare and maintain such records as are required to be maintained by it as manager pursuant to Rule 17a-2 under the Exchange Act.

7. Limitation on Transactions by Underwriters. If the Securities are common stock of the Issuer (Common Stock) or securities of the Issuer that may be exchanged for or converted into Common Stock, we agree that we will not, without the advance approval of A.G. Edwards & Sons, Inc., buy, sell, deal or trade in (a) any Common Stock, (b) any security of the Issuer convertible into Common Stock or (c) any right or option to acquire or sell Common Stock or any security of the Issuer exchangeable for or convertible into Common Stock, for our own account or for the account of a customer, except:

(i) as provided for in this Agreement or the Underwriting Agreement;

(ii) that we may exchange or convert any security of the Issuer exchangeable for or convertible into Common Stock owned by us and sell the Common Stock acquired upon such exchange or conversion and that we may deliver Common Stock owned by us upon the exercise of any option written by us as permitted by the provisions set forth herein;

(iii) in brokerage transactions on unsolicited orders that have not resulted from activities on our part in connection with the solicitation of purchases and that are executed by us in the ordinary course of our brokerage business; or

(iv) that, on or after the date of the initial public offering of the Securities, we may execute covered writing transactions in options to acquire Common Stock, when such transactions are covered by Securities, for the accounts of customers.

An opening uncovered writing transaction in options to acquire Common Stock for our account or for the account of a customer shall be deemed, for purposes of this Section 7, to be a sale of Common Stock which is not unsolicited. The term opening uncovered writing transaction in options to acquire as used above means a transaction where the seller intends to become a writer of an option to purchase any Common Stock that he does not own. An opening uncovered purchase transaction in options to sell Common Stock for our account or for the account of a customer shall be deemed, for purposes of this Section 7, to be a sale of Common Stock which is not unsolicited. The term opening uncovered purchase transaction in options to sell as used above means a transaction where the purchaser intends to become an owner of an option to sell Common Stock which he does not own.

If the Securities are not Common Stock or securities of the Issuer that may be exchanged for or converted into Common Stock, we agree that we will not bid for or purchase, or attempt to induce any other person to purchase, any Securities or any other securities of the Issuer designated in the Invitation other than (a) as provided for in this Agreement or the Underwriting Agreement,
(b) as approved by A.G. Edwards & Sons, Inc. or (c) as a broker in executing unsolicited orders.

We represent that we have not participated in any transaction prohibited by the preceding paragraphs of this Section 7 and that we have at all times complied with and will at all times comply with the provisions of Regulation M promulgated by the Commission under the Exchange Act applicable to the offering of the Securities in connection with each offering to which this Agreement applies. For purposes of the foregoing sentence, each Underwriter agrees that in addition to the Securities, other securities of the Issuer specified in the Invitation shall be considered securities of the same class and series as Securities to which this Agreement relates unless you shall otherwise determine and so inform the Underwriters.

We may, with your prior consent, make purchases of the Securities from and sales to other Underwriters at the initial public offering price, less all or any part of the selling concession to dealers.

8. Delivery and Payment. At or before such time, on such dates and at such places as you may specify in the Invitation, we will transmit to you a wire transfer in immediately

available funds, unless otherwise specified in the Invitation, payable to an account specified by you in the Invitation (unless otherwise specified in the Invitation) in an amount equal to, as you direct, (a) the initial public offering price or prices plus accrued interest, amortization of original issue discount or dividends, if any and as appropriate, set forth in the Prospectus or the Offering Circular less the selling concession to dealers in respect of the amount of Securities to be purchased by us in accordance with the terms of this Agreement, or (b) the initial public offering price or prices plus accrued interest, amortization of original issue discount or dividends, if any and as appropriate, set forth in the Prospectus or the Offering Circular less the selling concession in respect of such of the Securities to be purchased by us as shall have been retained by or released to us for direct sale, or (c) the amount set forth in the Invitation with respect to the Securities to be purchased by us. You shall use such funds to make payment on our behalf of the purchase price for the Securities to be purchased by us. Any balance shall be held by you for our account. If you have not received our funds as requested, you may in your discretion make any such payment on our behalf and we will promptly deliver funds to you in the amount so requested. Any such payment by you will not relieve us from any of our obligations under this Agreement or under the Underwriting Agreement.

We authorize you, in carrying out the provisions of this Agreement, in your discretion, to arrange loans for our account, to advance your funds for our account, charging current interest rates, to execute and deliver any notes or other instruments evidencing such advances or loans, to hold or pledge as security therefor all or any of the Securities and other securities of the Issuer and give all instructions to the lenders with respect to any such loans and the proceeds thereof, which instructions the lenders are hereby authorized to accept. In the event of any such advance or loan, repayment thereof shall, in your discretion, be effected prior to the making of any remittance or delivery pursuant to this Section 8.

You shall promptly remit to us or credit to our account (x) the proceeds of any loan taken down on our behalf and (y) upon payment to you for any Securities sold for our account, an amount equal either to the purchase prices paid by us or the price received by you therefor, as you may determine. If the Underwriting Agreement for an offering provides for the payment of a commission or other compensation to the Underwriters, we authorize you to receive such commission or other compensation for our account.

We authorize you to take delivery of certificates for our Securities (which may, in the case of Securities which are debt obligations, be in temporary form), registered as you may direct in order to facilitate deliveries, and to deliver any Securities reserved for us against sales. You will deliver to us certificates for our unreserved Securities and certificates for our reserved but unsold Securities as soon as practicable after the termination of the provisions referred to in Section 11. If we are a member of The Depository Trust Company (DTC), you may at your discretion arrange for payment for or delivery of our participation through the facilities of DTC or, if we are not a member, such settlement may be made through our ordinary correspondent who is a member.

Certificates for all other Securities that you then hold for our account shall be delivered to us upon termination of this Agreement with respect to the offering of the Securities, or prior thereto in your discretion, and certificates for any such Securities may at any time be delivered to us for carrying purposes only, subject to redelivery upon demand. If, upon termination of this

Agreement with respect to the offering of the Securities, an aggregate of not more than 15% of the Securities remains unsold, A.G. Edwards & Sons, Inc. may, in its discretion, sell such Securities at such prices as it may determine.

Each Underwriter agrees that, from time to time prior to the settlement of accounts hereunder, it will furnish to you such information as you may request in order to determine the amount of Securities purchased by such Underwriter in the Underwriting Agreement that then remains unsold, and such Underwriter will upon your request then sell to you for the account of any Underwriter as many of such unsold Securities as you may designate at the initial public offering price, less all or any part of the selling concession to dealers as you may determine. The provisions of the last paragraph of Section 4 hereof shall not be applicable in respect of any such sale.

9. Blue Sky Qualification. Upon request, you will inform us as to the jurisdictions in which you have been advised by counsel that the Securities have been registered or qualified for sale under the respective state securities or blue sky laws, but you do not assume any responsibility or obligation as to our right to sell the Securities in any jurisdiction. You are authorized to file or cause to be filed a Further State Notice with the Department of State of New York.

If we propose to offer Securities outside the United States, its territories or its possessions, we will take, at our own expense, such action, if any, as may be necessary to comply with the laws of each foreign jurisdiction in which we propose to offer Securities.

10. Indemnification and Certain Claims. With respect to each offering of Securities pursuant to this Agreement, we agree to indemnify and hold harmless each of the other Underwriters, and each person, if any, who controls any other Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and to reimburse their expenses, all to the extent, if any, and upon the terms that we agree to indemnify and hold harmless the Issuer and other specified persons and to reimburse their expenses, as set forth in the Underwriting Agreement. This indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of such other Underwriter or controlling person or any statement made to the Commission as to the results thereof.

Each Underwriter represents to each other Underwriter that the information relating to such Underwriter that had been or may be furnished in writing to the Representatives by such Underwriter expressly for use buy the Issuer in the Registration Statement, any preliminary prospectus, the Prospectus, the Offering Circular, any preliminary offering circular, any amendment or supplement thereto, or any document that may be incorporated be reference therein is correct in all material respects. This representation shall remain in full force and effect regardless of any investigation made by or on behalf of such other Underwriter or any statement made to the Commission as to the results thereof.

With respect to each offering of Securities pursuant to this Agreement, we agree that in respect of any matter connected with or action taken by you pursuant to this Agreement you shall act only as agent of the Underwriters.

You shall be under no liability to us in any such respect or in respect of the form of, or the statements contained in, or the validity of, any preliminary prospectus or preliminary offering circular or the Registration Statement, the Prospectus or the Offering Circular, or any amendment or supplement to any of them, or any document that may be incorporated by reference therein, or any letter or instruments executed by or on behalf of the Issuer, or for any report or other filing made by you for us on our behalf under this Agreement, except for want of good faith and for obligations expressly assumed by you herein, and no obligations on your part will be implied or inferred from confirmation or acceptance of this Agreement.

With respect to each offering of Securities pursuant to this Agreement, we will pay our proportionate share (based on our underwriting proportion):

(a) of all expenses incurred by you in investigating or defending against any claim or proceeding that is asserted or instituted by any party (including any governmental or regulatory body) other than an Underwriter, based upon the claim that the Underwriters constitute an association, a partnership, an unincorporated business or other separate entity, and of any liability incurred by you in respect of any such claim or proceeding, whether such liability shall be the result of a judgment or as a result of any settlement agreed to by you, other than any such liability as to which you actually receive indemnity pursuant to the first paragraph of this
Section 10 or indemnity or contribution pursuant to the Underwriting Agreement; and

(b) upon the Representatives' request, as contribution, of any losses, claims, damages or liabilities, joint or several, under the Act or otherwise, paid or incurred by any Underwriter (including the Representatives, individually or as representatives of the Underwriters) to any person other than an Underwriter (including amounts paid by an Underwriter as contribution), arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any preliminary prospectus, the Prospectus, any preliminary offering circular, the Offering Circular or any amendment or supplement thereto, any document which may be incorporated by reference therein, or any other selling or advertising material used with the consent of A.G. Edwards & Sons, Inc. by the Underwriters in connection with the sale of the Securities, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any act or omission to act or any alleged act or omission to act by the Representatives, individually or as representatives of the Underwriters, or by the Underwriters, as a group but not individually, in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities; and each Underwriter will pay such proportionate share of any legal or other expenses reasonably incurred by the Representatives, or with their consent, in connection with investigating or defending any such loss, claim, damage or liability, or any action in respect thereof. In determining the amount of any Underwriter's obligation under this paragraph, appropriate adjustment may be made by the Representatives to reflect any amounts received by any one or more Underwriters pursuant to the Underwriting Agreement or otherwise, in respect of the claim upon which such obligation is based. In respect of any claim there shall be credited against the amount of any Underwriter's obligation under this paragraph any loss,

damage, liability or expense which is paid or incurred by such Underwriter as a result of such claim being asserted against it, and, if such loss, damage, liability or expense is paid or incurred by such Underwriter subsequent to any payment by it pursuant to this paragraph, appropriate provision shall be made to effect such credit, by refund or otherwise. If any claim to which the provisions of this paragraph would be applicable is asserted, A.G. Edwards & Sons, Inc. may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters, and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained by A.G. Edwards & Sons, Inc. shall be included in the amount of the Underwriters' obligations under this paragraph. At its discretion, A.G. Edwards & Sons, Inc. may consent to being named as the representatives of a defendant class of underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel and with the consent of A.G. Edwards & Sons, Inc., may settle or consent to the settlement of any such claim. A.G. Edwards & Sons, Inc. may settle or consent to the settlement of any such claim, on advice of counsel retained by it, with the approval of a majority in interest of the Underwriters. Whenever any Underwriter receives notice of the assertion of any claim to which the provisions of this paragraph would be applicable, such Underwriter will give prompt notice thereof to the Representatives. Whenever the Representatives receive notice of the assertion of any such claim, they will give prompt notice thereof to each Underwriter. The Representatives also will furnish each Underwriter with periodic reports, at such times as they deem appropriate, as to the status of any such claim and the action taken by them in connection therewith. In the event of the failure of any Underwriter to fulfill its obligations under this paragraph, such obligations may be charged against the other Underwriters not so defaulting in the same proportions as the respective underwriting proportions of such other Underwriters, without, however, relieving such defaulting Underwriter from its liability therefor. In determining amounts payable pursuant to this paragraph, any loss, claim, damage, liability or expense paid or incurred, and any amount received, by any person controlling any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act which has been paid or incurred or received by reason of such control relationship shall be deemed to have been paid or incurred or received by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

11. Termination and Settlement. With respect to each offering of Securities pursuant to this Agreement, this Agreement shall terminate (a) on the thirtieth business day after the initial public offering of the Securities, (b) on such earlier date as you may determine or (c) on the date of termination of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under
Section 6 hereof to cover any short position under this Agreement.

Upon termination of this Agreement with respect to the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunder, (ii) our obligation to pay any transfer taxes that may be assessed and paid on account of any sales hereunder for our account, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged.

The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses.

You are authorized at any time:

(a) To make partial distributions of credit balances or call for the payment of debit balances.

(b) To determine the amounts to be paid to or by us, which determination will be final and conclusive.

(c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine.

(d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the Securities.

(e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

12. Default by Underwriters. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers,

if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be.

If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor.

In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.

13. Distribution of Prospectuses and Offering Circulars. We are familiar with Release No. 4968 under the Act and Rule 15c2-8 under the Exchange Act, relating to the distribution of preliminary and final prospectuses, and we confirm that we will comply therewith, to the extent applicable, in connection with any sale of Securities. You shall cause to be made available to us, to the extent made available to you by the Issuer, such number of copies of the Prospectus as we may reasonably require for purposes contemplated by the Act, the Exchange Act and the rules and regulations thereunder.

If an Invitation states that the offering is subject to the 48-hour prospectus delivery requirement set forth in Rule 15c2-8(b), our Acceptance of the Invitation shall be deemed to constitute confirmation that we have delivered (or we will deliver) a copy of the preliminary prospectus to all persons to whom we expect to confirm a sale of Securities and that such

delivery was effected (or will be effected) at least 48 hours prior to the mailing of such confirmations of sale.

We will keep an accurate record of the names and addresses of all persons to whom we give copies of the Registration Statement, the Prospectus, the Offering Circular or any preliminary prospectus or preliminary offering circular (or any amendment or supplement thereto), and, when furnished with any subsequent amendment to the Registration Statement, any subsequent prospectus or offering circular or any memorandum outlining changes in the Registration Statement or any Prospectus or Offering Circular, we will, upon your request, promptly forward copies thereof to such persons.

Our Acceptance of an Invitation relating to an offering made pursuant to an Offering Circular shall constitute our agreement that, if requested by you, we will furnish a copy of any amendment to a preliminary offering circular or Offering Circular to each person to whom we shall have furnished a previous preliminary offering circular or Offering Circular. Our Acceptance shall constitute our confirmation that we have delivered and our agreement that we will deliver all preliminary offering circulars and Offering Circulars required for compliance with the applicable federal and state laws and the applicable rules and regulations of any regulatory body promulgated thereunder governing the use and distribution of offering circulars by underwriters and, to the extent consistent with such laws, rules and regulations, our Acceptance shall constitute our confirmation that we have delivered and our agreement that we will deliver all preliminary offering circulars and Offering Circulars which would be required if the provisions of Rule 15c2-8 (or any successor provision) under the Exchange Act applied to such offering.

14. Miscellaneous. Nothing in this Agreement shall constitute us partners with you or with the other Underwriters or render any of us liable to make payments otherwise than as herein provided, and the obligations of ourselves and of each of the other Underwriters are several and not joint. If for United States federal income tax purposes the Underwriters should be deemed to constitute a partnership, then each Underwriter elects to be excluded from the application of Subchapter K, Chapter I, Subtitle A, of the Internal Revenue Code of 1986, as amended, and each Underwriter authorizes you, in your discretion, on behalf of such Underwriter, to execute such evidence of such election as may be required by the United States Internal Revenue Service. Default by any Underwriter with respect to the Underwriting Agreement shall not release us from any of our obligations thereunder or hereunder.

Unless we have promptly notified you in writing otherwise, our name as it should appear in the Prospectus or the Offering Circular and our address are set forth below and we hereby consent to being so named in the Prospectus or the Offering Circular.

Any notice from you to us shall be deemed to have been given if mailed, telefaxed or hand delivered, or telephoned and subsequently confirmed in writing, to the address set forth in our reply to the Invitation.

We confirm that we are a member in good standing of the NASD or that we are a foreign bank or dealer not eligible for membership in the NASD. In making sales of Securities, if we are such a member, we agree to comply with all applicable rules of the NASD, including, without

limitation, the NASD's Interpretation with Respect to Free-Riding and Withholding and Rule 2740 of the NASD Conduct Rules, or, if we are such a foreign bank or dealer, we agree to comply with such Interpretation, Rules 2730, 2740 and 2750 of the NASD Conduct Rules as though we were such a member and Rule 2420 of the NASD Conduct Rules as it applies to a non-member broker or dealer in a foreign country.

If we are a foreign bank or dealer and we are not registered as a broker-dealer under Section 15 of the Exchange Act, we agree that while we are acting as an Underwriter in respect of the Securities and in any event during the term of this Agreement with respect to the offering of the Securities, we will not directly or indirectly effect in, or with persons who are nationals or residents of, the United States any transactions (except for the purchases provided for in the Underwriting Agreement and transactions contemplated by Sections 4, 6 and 7 hereof) in (i) Securities, (ii) Common Stock, if the Securities are Common Stock or securities of the Issuer that may be exchanged for or converted into Common Stock or (iii) any other securities of the Issuer designated in the Invitation.

If we are a foreign bank or dealer, we represent that in connection with sales and offers to sell Securities made by us outside the United States (a) we will not offer or sell any Securities in any jurisdiction except in compliance with applicable laws and (b) we will either furnish to each person to whom any such sale or offer is made copy of the then current preliminary prospectus or preliminary offering circular, if any, or of the Prospectus or the Offering Circular (as then amended or supplemented), as the case may be, or inform such person that such preliminary prospectus or preliminary offering circular, if any, or Prospectus or the Offering Circular will be available upon request. Any offering material in addition to the then current Prospectus or the Offering Circular furnished by us to any person in connection with any offers or sales referred to in the preceding sentence (i) shall be prepared and so furnished at our sole risk and expense and (ii) shall not contain information relating to the Securities or the Issuer that is inconsistent in any respect with the information contained in such Prospectus or Offering Circular (as then amended or supplemented), as the case may be. It is understood that no action has been taken by you or the Issuer or any seller of the Securities to permit a public offering in any jurisdiction other than the United States where action would be required for such purpose.

We also confirm that our commitment to purchase Securities pursuant to the Underwriting Agreement will not result in a violation of Rule 15c3-1 under the Exchange Act or of any similar provisions or any applicable rules of any securities exchange to which we are subject or of any restriction imposed upon us by any such exchange or governmental authority.

We agree that we will notify you immediately of any development before the termination of this Agreement with respect to the offering of the Securities which makes untrue or incomplete any information that we have given or are deemed to have given in response to the Underwriters' Questionnaire.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Please confirm this Agreement and deliver a copy to us.

Very truly yours,

Name of Firm:

Title:

Address:

Confirmed as of the date first above
written.

A.G. Edwards & Sons, Inc.

EXHIBIT A

A.G. Edwards & Sons, Inc.

In connection with each offering of Securities pursuant to the A.G. Edwards & Sons, Inc. Master Agreement Among Underwriters dated September 1998 (the Agreement), each Underwriter confirms the following information, except as indicated in such Underwriter's Acceptance or other written communication furnished to A.G. Edwards & Sons, Inc. prior to the effectiveness of such Underwriter's commitment to purchase the Securities referenced in the Invitation relating to such offering. Defined terms used herein have the same meaning as defined terms in the Agreement.

(a) Neither such Underwriter nor any of its directors, officers or partners have (nor had within the last three years) any material (as defined in Regulation C under the Act) relationship with the Issuer, its parent (if any), any other seller of the Securities or any guarantor or insurer of the Securities, nor has such Underwriter or any of such persons been, at any time during the last three years, or are now, an officer or director of the Issuer, its parent (if any), any other seller of the Securities or any guarantor or insurer of the Securities or an associate (as defined in such Regulation C) of any officer or director of the Issuer, its parent (if any), any other seller of the Securities or any guarantor or insurer of the Securities or any other person who, to the knowledge of such Underwriter, owns (either beneficially, determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, or of record) more than 5% of the outstanding shares of any class of voting securities of the Issuer, its parent (if any), any other seller of the Securities or any guarantor or insurer of the Securities.

(b) Except as described or to be described in the Agreement, the Underwriting Agreement, the Agreement Between U.S. Underwriters and International Managers or the Invitation, such Underwriter does not know: (i) of any discounts or commissions to be allowed or paid to dealers, including all cash, securities, contracts, or other consideration to be received by any dealer in connection with the sale of the Securities, or of any other discounts or commissions to be allowed or paid to the Underwriters or of any other items that would be deemed by the NASD to constitute underwriting compensation for purposes of the NASD Conduct Rules, (ii) of any intention to over-allot, or (iii) that the price of any security may be stabilized to facilitate the offering of the Securities.

(c) If the offer and sale of the Securities are to be registered under the Act pursuant to a Registration Statement on Form S-1, no report or memorandum has been prepared or distributed by such Underwriter for external use (i.e., outside such Underwriter's organization) in connection with the proposed offering of Securities, such Underwriter has not prepared or distributed or had prepared or distributed for it, within the past 12 months, any engineering, management or similar report or memorandum relating to broad aspects of the business, operations or products of the Issuer, its parent (if any) or any guarantor or insurer of the Securities. (The immediately preceding sentence does not apply to reports solely comprised of recommendations to buy, sell or hold the securities of the Issuer, its parent (if any) or any

guarantor or insurer of the Securities, unless such recommendations have changed within the past six months, or to information already contained in documents filed with the Commission.) If any such report or memorandum has been prepared or distributed, furnish to A.G. Edwards & Sons, Inc. four (4) copies thereof and identify each class of persons to whom the report or memorandum was distributed, the number of copies distributed to each class and the period of distribution.

(d) If the Securities are debt securities to be issued under an indenture to be qualified under the United States Trust Indenture Act of 1939 (the TIA), neither such Underwriter nor any of its directors, officers or partners is an "affiliate," as that term is defined in Rule 0-2 under the TIA, of the Trustee for the Securities as specified in the Invitation, or of its parent (if any). Neither such Trustee nor its parent (if any) nor any of their directors or executive officers is a "director, officer, partner, employee, appointee or representative" of such Underwriter as those terms are used in the TIA or in the relevant instructions to Form T-1. Such Underwriter and its directors, partners or executive officers, taken as a group, did not and do not own beneficially 1% or more of the shares of any class of voting securities of the Trustee or of its parent (if any). If such Underwriter is a corporation, it does not have outstanding nor has it assumed or guaranteed any securities issued otherwise than in its present corporate name.

(e) If the Issuer is public utility, such Underwriter is not a "holding company" or a "subsidiary company" or an "affiliate" of a "holding company" or of a "public utility company," each as defined in the United States Public Utility Holding Company Act of 1935.

(f) Neither such Underwriter nor any of its directors, officers or partners, individually or as part of a "group" (as that term is used in Section 13(d)(3) of the Exchange Act) of which it is a member is the beneficial owner (determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act) of more than 5% of any class of voting securities of the Issuer, its parent (if any), or any guarantor or insurer of the Securities nor does it have any knowledge that more than 5% of any class of voting securities of the Issuer, parent (if any) or guarantor or insurer of the Securities is held or to be held subject to any voting trust or other similar agreement.

(g) If the Invitation states that the offering is subject to review by the NASD pursuant to its Corporate Financing Rule, neither such Underwriter nor any of its directors, officers, partners or "persons associated with" it (as defined in the By-Laws of the NASD), nor to its knowledge, any "related person" (defined by the NASD to include counsel, financial consultants and advisers, finders, members of the selling or distribution group, any NASD member participating in the public offering and any and all other persons associated with or related to and members of the immediate family of any of the foregoing) or any other broker-dealer (i) within the last 12 months has purchased in private transactions, or intended before, at or within six months after the commencement of the offering of the Securities to purchase in private transactions, any securities of the Issuer or any Issuer-Related Party (as hereinafter defined),
(ii) within the last 12 months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person thereof (other than relating to the proposed Underwriting Agreement) as to which documents or information are required to be filed with the NASD pursuant to its Corporate Financing Rule, or (iii) during the 12 months immediately preceding the filing of the Registration Statement, or if there is none, of the Offering Circular, has entered

into any arrangement that provided or provides for the receipt of any item of value (including, but not limited to, cash payments and expense reimbursement) and/or the transfer of any warrants, options or other securities from the Issuer or any Issuer-Related Party to such Underwriter or any related person. For purposes of this paragraph (g) the term Issuer-Related Party means any selling security holder offering securities to the public, any affiliate of the Issuer or a selling security holder and the officers or general partners, directors, employees and security holders thereof. (If there are any exceptions, state the identity of the person with whom the affiliation or association exists, and, if relevant, the number of equity securities or the face value of debt securities owned by such person, the date such securities were acquired and the price paid for such securities.)

Nuveen Investments 333 West Wacker Drive Chicago, IL 60606

November __, 2003

Michael S. Burd
Managing Director
A.G. Edwards & Sons, Inc.
One Boston Place
Suite 3660
Boston, MA 02108

Dear Mr. Burd:

Reference is made to Nuveen Municipal High Income Opportunity Fund (the "Fund"). The Fund currently is making an initial public offering of its common shares of beneficial interest (the "Shares") through several underwriters. Such offering is referred to herein as the "Offering." You are acting as lead manager and representative (the "Representative") of the underwriters of the Offering, and we are participating as a manager and underwriter of the Offering.

We are requesting that we be able to offer certain broker-dealers the opportunity to participate as selling dealers in the Offering. This letter is to confirm our agreement with you as to the terms and conditions on which we may transact business (collectively, the "Nuveen Selected Dealers" and, individually, a "Nuveen Selected Dealer"):

a. Each Nuveen Selected Dealer to whom we offer to sell, or sell, Shares shall have entered into a master selected dealer agreement ("Selected Dealer Agreement") with Nuveen, the form of which is attached hereto as Exhibit A;

b. Before offering to sell, or selling, Shares to a Nuveen Selected Dealer, Nuveen will carry out such independent investigations as it deems necessary to determine that such dealer satisfies the criteria set forth in Section 6 of the Selected Dealer Agreement;

c. We will act under and enforce each Selected Dealer Agreement only with your consent (which shall not be unreasonably withheld) or upon your instruction;

d. We shall not allow any Nuveen Selected Dealer purchasing Shares in an Offering a selling concession that is in an amount in excess of the maximum selling concession set by you for selected dealers for the Offering; and

e. We agree upon instruction from you, subject to the other terms of the Offering, to pay for and purchase all Shares that we reserve in the Offering, whether such Shares are reserved by us for our own account or for the account of one or more Nuveen Selected Dealers, and we agree to make all purchases of Shares in accordance with Master Agreement among Underwriters between the Representatives and Nuveen and the underwriting agreement for the Offering of such Shares.

If the foregoing correctly sets forth our understanding regarding the matters described herein, please so indicate by signing a copy of this letter where indicated below and returning the signed copy of this letter to us. For your convenience, a duplicate copy of this letter has been included.

NUVEEN INVESTMENTS

By __________________________
Name: Jessica Droeger
Title: Vice President

Acknowledged and agreed to as of this __ day of November 2003 on behalf of themselves and, in respect of the Offering, the other underwriters of the Offering.

By: A.G. EDWARDS & SONS, INC.

A.G. EDWARDS & SONS, INC.,
as Representative of the Underwriters

By _____________________________
Name: Michael S. Burd
Title: Managing Director

Master Custodian Agreement

This Agreement between those Investment Companies (each such investment company and each investment company made subject to this Agreement in accordance with
Section 18 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").

Witnesseth:

Whereas, the Custodian and the Funds desire to enter into this Custodian Agreement;

Whereas, the Funds are registered under the Investment Company Act of 1940 and each Fund has appointed the Bank to act as its Custodian;

Whereas, the Funds may be authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

Whereas, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A (each such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19 herein, be referred to as a "Portfolio" and collectively as the "Portfolios").

Now Therefore, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

Section 1. Employment of Custodian and Property to be Held by It

Each Fund hereby employs the Custodian as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio desires to be held in places within the United States ("domestic securities") and securities it desires to be held outside the United States ("foreign securities"). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities and cash of such Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by it from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of each Fund representing interests in its Portfolios ("Shares") as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio held or received by the Fund and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (as such term is defined in Section 6 hereof), the Custodian shall on behalf of the applicable Portfolio from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Directors or the Board of Trustees of the applicable Fund on behalf of the applicable Portfolio (as appropriate, and in each case, the "Board"). The Custodian may employ as sub-custodian for each Fund's foreign securities on behalf of the applicable Portfolio, the

foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4. The Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian.

Section 2. Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States

Section 2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a "U.S. Securities System").

Section 2.2 Delivery of Securities. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian or in a U.S. Securities System account of the Custodian only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by a Portfolio;

3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of a Portfolio;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to
Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence

representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among a Fund on behalf of a Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio of the Fund;

13) For delivery in accordance with the provisions of any agreement among a Fund on behalf of a Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission ("CFTC") and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund;

14) Upon receipt of instructions from the transfer agent for the Fund (the "Transfer Agent") for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the "Prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and

15) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying the securities of the Portfolio to be delivered and naming the person or persons to whom delivery of such securities shall be made.

Section 2.3 Registration of Securities. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of the applicable Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to a Portfolio, unless a Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment advisor as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in "street name" or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in "street name", the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

Section 2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"). Monies held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the monies to be deposited with each such bank or trust

company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such monies shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

Section 2.5 Collection of Income. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolio's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

Section 2.6 Payment of Fund Monies. Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of repurchase agreements entered into between the Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued as set forth in
Section 5 hereof;

4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of securities sold short; and

7) For any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

Section 2.7 Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

Section 2.8 Deposit of Fund Assets In U.S. Securities Systems. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System subject to the following provisions:

1) The Custodian may keep securities of the Portfolio in a U.S. Securities System provided that such securities are represented in an account of the Custodian in the U.S. Securities System (the "U.S. Securities System Account") which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

2) The records of the Custodian with respect to securities of the Portfolio which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to the Portfolio;

3) The Custodian shall pay for securities purchased for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that such securities

have been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Portfolio. The Custodian shall transfer securities sold for the account of the Portfolio upon
(i) receipt of advice from the U.S. Securities System that payment for such securities has been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Portfolio. Copies of all advices from the U.S. Securities System of transfers of securities for the account of the Portfolio shall identify the Portfolio, be maintained for the Portfolio by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund on behalf of the Portfolio confirmation of each transfer to or from the account of the Portfolio in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities System for the account of the Portfolio;

4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System;

5) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for the benefit of the Portfolio for any loss or damage to the Portfolio resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Portfolio has not been made whole for any such loss or damage.

Section 2.9 Segregated Account. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of a Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the

Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the "SEC"), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for any other purpose upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio.

Section 2.10 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

Section 2.11 Proxies. The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities.

Section 2.12 Communications Relating to Fund Securities. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

Section 3. Provisions Relating to Rules 17F-5 and 17F-7

Section 3.1. Definitions. As used throughout this Agreement, the following capitalized terms shall have the indicated meanings:

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC, or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

"Eligible Securities Depository" has the meaning set forth in section (b)(1) of Rule 17f-7.

"Foreign Assets" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5.

"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.

"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.

Section 3.2. The Custodian as Foreign Custody Manager.

3.2.1 Delegation to the Custodian as Foreign Custody Manager. The Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2 Countries Covered. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with
Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board, on behalf of the Portfolios, responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each

country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.

3.2.3 Scope of Delegated Responsibilities:

(a) Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

3.2.5 Reporting Requirements. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Fund described in this Section 3.2 after the occurrence of the material change.

3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 Representations with Respect to Rule 17F-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8 Effective Date and Termination of the Custodian as Foreign Custody Manager. The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

Section 3.3 Eligible Securities Depositories.

3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment advisor) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment advisor) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

Section 4. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States

Section 4.1 Definitions. As used throughout this Agreement, the following capitalized terms shall have the indicated meanings:

"Foreign Securities System" means an Eligible Securities Depository listed on Schedule B hereto.

"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.

Section 4.2. Holding Securities. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

Section 4.3. Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

Section 4.4. Transactions in Foreign Custody Account.

4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected

through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign securities;

(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;

(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

4.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of the applicable Portfolio in the following cases only:

(i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) for payment of part or all of the dividends received in respect of securities sold short;

(vii) in connection with the borrowing or lending of foreign securities; and

(viii) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3. Market Conditions. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolio and delivery of Foreign Assets maintained for the account of the Portfolio may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

Section 4.5. Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

Section 4.6 Bank Accounts. The Custodian shall identify on its books as belonging to the Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

Section 4.7. Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolio shall be entitled and shall credit such income, as collected, to the Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

Section 4.8 Shareholder Rights. With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

Section 4.9. Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

Section 4.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Fund has not been made whole for any such loss, damage, cost, expense, liability or claim.

Section 4.11 Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on a Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the applicable Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

Section 4.12. Liability of Custodian. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization,

expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

Section 5. Payments for Sales or Repurchases or Redemptions of Shares

The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

Section 6. Proper Instructions

Proper Instructions as used throughout this Agreement means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. Each applicable Fund shall cause all oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that each Fund and the Custodian agree to security procedures, including but not limited to, the security procedures selected by the Fund in the form of Funds Transfer Addendum attached hereto. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.9.

Section 7. Actions Permitted Without Express Authority

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio;

2) surrender securities in temporary form for securities in definitive form;

3) endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board.

Section 8. Evidence of Authority

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a resolution of the Board, certified by the Secretary or an Assistant Secretary of the Fund ("Certified Resolution"), as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

Section 9. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund on behalf of the Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus.

Section 10. Records

The Custodian shall create and maintain all records relating to its activities and obligations under

this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.

Section 11. Opinion of Fund's Independent Accountant

The Custodian shall take all reasonable action, as the applicable Fund, on behalf of each applicable Portfolio, may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

Section 12. Reports to Fund by Independent Public Accountants

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System, relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

Section 13. Compensation of Custodian

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

Section 14. Responsibility of Custodian

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting

upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for a Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.

Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Fund or its duly-authorized investment manager or investment advisor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a securities system (including both U.S. Securities Systems and Foreign Securities Systems); (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of

the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent necessary to obtain reimbursement.

In no event shall the Custodian be liable for indirect, special or consequential damages.

Section 15. Effective Period, Termination and Amendment

This Agreement shall become effective for any particular Fund on the date indicated on Appendix A, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however, that no Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund's Declaration of Trust, Articles of Incorporation or other governing documents, as applicable, and further provided, that each Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

Upon termination of the Agreement with respect to any particular Portfolio, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.

Section 16. Successor Custodian

If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of

the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Section 17. Interpretive and Additional Provisions

In connection with the operation of this Agreement, the Custodian and each Fund on behalf of the Portfolios may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Fund's Declaration of Trust, Articles of Incorporation or other governing documents, as applicable. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

Section 18. Additional Funds

In the event that any entity in addition to those Funds listed on Appendix A attached hereto desires to have the Custodian render services as custodian under the terms hereof and if the Custodian wishes to provide such services, then the parties will execute a revised Exhibit A. Upon execution thereof, such entity shall become a Fund hereunder and be bound by all terms, conditions and provisions hereof.

Section 19. Additional Portfolios

In the event that any Fund establishes one or more series of Shares in addition to the Portfolios listed on Appendix A attached hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof and if the Custodian wishes to provide such services, then the parties will execute a revised Exhibit A. Upon execution thereof, such entity shall become a Portfolio hereunder.

Section 20. Massachusetts Law to Apply

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

Section 21. Prior Agreements

This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of each Portfolio's assets.

To any Fund:      Nuveen
                  333 West Wacker Drive
                  Chicago, Illinois 60606
                  Attention: Stephen Foy, Vice President
                  Telephone: (312) 917-7956
                  Facsimile: (312) 917-7725

                                       23

To the Custodian:       State Street Bank and Trust Company
                        One Federal Street BO2/2
                        Boston, Massachusetts 02101
                        Attention: Louis D. Abruzzi, Jr.
                        Telephone: 617-662-0300
                        Facsimile: 617- 662-0291

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

Section 23. Reproduction of Documents

This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 24. Remote Access Services Addendum

The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum attached hereto.

Section 25. Shareholder Communications Election

SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian "no", the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all

securities owned by the Fund or any funds or accounts established by the Fund. For the Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

YES [_]      The Custodian is authorized to release the Fund's name, address,
             and share positions.

NO  [X]      The Custodian is not authorized to release the Fund's name,
             address, and share positions.

Section 26. Limitation of Liability

To the extent that a Fund's Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, this Agreement is executed on behalf of such Fund by the Fund's officers as officers and not individually. The obligations imposed upon the applicable Fund by this Agreement are not binding upon any of such Fund's Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed effective as of August 19, 2002.

Each of the Funds Listed On Appendix A: Fund Signature Attested to By:

By:    /s/ Stephen D. Foy                  By:    /s/ Tina M. Lazar
       ------------------------------             ----------------------------

Name:  Stephen D. Foy                      Name:  Tina M. Lazar
       -----------------------------              ----------------------------

Title: Vice President                      Title: Vice President
       ------------------------------             ----------------------------

State Street Bank and Trust Company Signature Attested to By:

By:    /s/ Joseph L. Hooley                By:    /s/ Raelene S. LaPlante
       ------------------------------             ----------------------------

Name:  Joseph L. Hooley                    Name:  Raelene S. LaPlante
       ------------------------------             ----------------------------

Title: Executive Vice President            Title: Vice President and Counsel
       ------------------------------             ----------------------------

                                   Appendix A
                               Custodian Agreement

Fund Name                                                         Effective Date
       Series Name


Nuveen Quality Preferred Income Fund                                     6/26/02

Nuveen Floating Rate Fund                                                8/19/02

Nuveen Senior Income Fund                                                8/19/02

Nuveen Real Estate Income Fund                                           9/10/02

Nuveen Arizona Dividend Advantage Municipal Fund 3                       9/15/02

Nuveen Connecticut Dividend Advantage Municipal Fund 3                   9/15/02

Nuveen Georgia Dividend Advantage Municipal Fund 2                       9/15/02

Nuveen Maryland Dividend Advantage Municipal Fund 3                      9/15/02

Nuveen North Carolina Dividend Advantage Municipal Fund 3                9/15/02

Nuveen Quality Preferred Income Fund 2                                   9/15/02

Nuveen California Dividend Advantage Municipal Fund                     10/01/02

Nuveen California Dividend Advantage Municipal Fund 2                   10/01/02

Nuveen California Dividend Advantage Municipal Fund 3                   10/01/02

Nuveen California Investment Quality Municipal Fund                     10/01/02

Nuveen California Municipal Market Opportunity Fund                     10/01/02

Nuveen California Municipal Value Fund                                  10/01/02

Nuveen California Performance Plus Fund                                 10/01/02

Nuveen California Premium Income Fund                                   10/01/02

Nuveen California Quality Income Municipal Fund                         10/01/02

Nuveen California Select Quality Municipal Fund                         10/01/02

Nuveen Insured California Dividend Advantage Municipal Fund             10/01/02

Nuveen Insured California Premium Income Fund                           10/01/02

Nuveen Insured California Premium Income Fund 2                         10/01/02

Nuveen Arizona Dividend Advantage Municipal Fund 2                      10/01/02

Nuveen Arizona Dividend Advantage Municipal Fund                        10/01/02

Nuveen Arizona Premium Income Municipal Fund                            10/01/02

Nuveen Michigan Dividend Advantage Municipal Fund                       10/01/02

Nuveen Michigan Premium Income Municipal Fund                           10/01/02

Nuveen Michigan Quality Income Municipal Fund                           10/01/02

Nuveen Ohio Dividend Advantage Municipal Fund 2                         10/01/02

Nuveen Ohio Dividend Advantage Municipal Fund                           10/01/02

Nuveen Ohio Dividend Advantage Municipal Fund 3                         10/01/02

Nuveen Ohio Quality Income Municipal Fund                               10/01/02

Nuveen Texas Quality Income Municipal Fund                              10/01/02

Nuveen Florida Investment Quality Municipal Fund                        10/01/02

Nuveen Florida Quality Income Municipal Fund                            10/01/02

Nuveen Insured Florida Premium Income Fund                              10/01/02

Nuveen New Jersey Dividend Advantage Municipal Fund 2                   10/01/02

Nuveen New Jersey Dividend Advantage Municipal Fund                     10/01/02

Nuveen New Jersey Investment Quality Municipal Fund                     10/01/02

Nuveen New Jersey Premium Income Municipal Fund                         10/01/02

Nuveen Pennsylvania Dividend Advantage Municipal Fund 2                 10/01/02

Nuveen Pennsylvania Dividend Advantage Municipal Fund                   10/01/02

Nuveen Pennsylvania Investment Quality Municipal Fund                   10/01/02

Nuveen Pennsylvania Premium Income Fund 2                               10/01/02

Nuveen Insured California Select Tax-Free Income Portfolio              10/01/02

Nuveen Insured New York Select Tax-Free Income Portfolio                10/01/02

Nuveen Select Tax-Free Income Portfolio                                 10/01/02

Nuveen Select Tax-Free Income Portfolio 2                               10/01/02

Nuveen Select Tax-Free Income Portfolio 3                               10/01/02

Nuveen Connecticut Dividend Advantage Municipal Fund 2                  10/01/02

Nuveen Connecticut Dividend Advantage Municipal Fund                    10/01/02

Nuveen Connecticut Premium Income Fund                                  10/01/02

Nuveen Georgia Dividend Advantage Municipal Fund                        10/01/02


Nuveen Georgia Premium Income Fund                                      10/01/02


Nuveen Massachusetts Dividend Advantage Municipal Fund                  10/01/02

Nuveen Massachusetts Premium Income Fund                                10/01/02

Nuveen Maryland Dividend Advantage Municipal Fund                       10/01/02

Nuveen Maryland Dividend Advantage Municipal Fund 2                     10/01/02

Nuveen Maryland Premium Income Fund                                     10/01/02

Nuveen Missouri Premium Income Fund                                     10/01/02

Nuveen North Carolina Dividend Advantage Municipal Fund                 10/01/02

Nuveen North Carolina Dividend Advantage Municipal Fund 2               10/01/02

Nuveen North Carolina Premium Income Fund                               10/01/02


Nuveen Select Maturities Municipal Fund                                 10/01/02


Nuveen Virginia Dividend Advantage Municipal Fund                       10/01/02

Nuveen Virginia Dividend Advantage Municipal Fund 2                     10/01/02

Nuveen Virginia Premium Income Fund                                     10/01/02

Nuveen Municipal Advantage Fund, Inc.                                   10/01/02

Nuveen Dividend Advantage Municipal Fund                                10/01/02

Nuveen Dividend Advantage Municipal Fund 2                              10/01/02

Nuveen Dividend Advantage Municipal Fund 3                              10/01/02

Nuveen Insured Dividend Advantage Municipal Fund                        10/01/02

Nuveen Insured Premium Income Fund 2                                    10/01/02

Nuveen Insured Municipal Opportunity Fund                               10/01/02

Nuveen Insured Quality Municipal Fund                                   10/01/02

Nuveen Investment Quality Municipal Fund                                10/01/02

Nuveen Municipal Market Opportunity Fund                                10/01/02

Nuveen Municipal Income Fund, Inc.                                      10/01/02

Nuveen Municipal Value Fund, Inc.                                       10/01/02

Nuveen Performance Plus Municipal Fund                                  10/01/02

Nuveen Premier Municipal Income Fund                                    10/01/02

Nuveen Premier Insured Municipal Income Fund                            10/01/02

Nuveen Premium Income Municipal Fund, Inc.                              10/01/02

Nuveen Premium Income Municipal Fund, Inc. 2                            10/01/02

Nuveen Premium Income Municipal Fund, Inc. 4                            10/01/02

Nuveen Quality Income Municipal Fund                                    10/01/02

Nuveen Select Quality Municipal Fund                                    10/01/02

Nuveen Insured New York Dividend Advantage Municipal Fund               10/01/02

Nuveen Insured New York Premium Income Fund                             10/01/02

Nuveen New York Dividend Advantage Municipal Fund                       10/01/02

Nuveen New York Dividend Advantage Municipal Fund 2                     10/01/02

Nuveen New York Investment Quality Municipal Fund                       10/01/02

Nuveen New York Municipal Value Fund, Inc.                              10/01/02

Nuveen New York Performance Plus Fund                                   10/01/02

Nuveen New York Quality Income Municipal Fund                           10/01/02

Nuveen New York Select Quality Municipal Fund                           10/01/02

Nuveen High Yield Municipal Bond Fund                                   11/01/02

Nuveen Insured Municipal Bond Fund                                      11/01/02

Nuveen Intermediate Duration Municipal Bond Fund                        11/01/02

Nuveen All-American Municipal Bond Fund                                 11/01/02

Nuveen Limited Term Municipal Bond Fund                                 11/01/02

Nuveen Connecticut Municipal Bond Fund                                  11/01/02

Nuveen California Insured Municipal Bond Fund                           11/01/02

Nuveen California Municipal Bond Fund                                   11/01/02

Nuveen Massachusetts Insured Municipal Bond Fund                        11/01/02

Nuveen Massachusetts Municipal Bond Fund                                11/01/02


Nuveen New Jersey Municipal Bond Fund                                   11/01/02


Nuveen New York Insured Municipal Bond Fund                             11/01/02

Nuveen New York Municipal Bond Fund                                     11/01/02

Nuveen Innovation Fund                                                  11/01/02

Nuveen NWQ International Value Fund                                     11/01/02

Nuveen Rittenhouse Growth Fund                                          11/01/02

Nuveen Balanced Municipal and Stock Fund (comprised of Stock
 Portfolio and Municipal Portfolio)                                     11/01/02

Nuveen Balanced Stock and Bond Fund                                     11/01/02

Nuveen European Value Fund                                              11/01/02

Nuveen Large-Cap Value Fund                                             11/01/02

Nuveen Maryland Municipal Bond Fund                                     11/01/02

Nuveen Arizona Municipal Bond Fund                                      11/01/02

Nuveen Colorado Municipal Bond Fund                                     11/01/02

Nuveen Florida Municipal Bond Fund                                      11/01/02

Nuveen Georgia Municipal Bond Fund                                      11/01/02

Nuveen Kansas Municipal Bond Fund                                       11/01/02

Nuveen Kentucky Municipal Bond Fund                                     11/01/02

Nuveen Louisiana Municipal Bond Fund                                    11/01/02

Nuveen Michigan Municipal Bond Fund                                     11/01/02

Nuveen Missouri Municipal Bond Fund                                     11/01/02

Nuveen North Carolina Municipal Bond Fund                               11/01/02

Nuveen New Mexico Municipal Bond Fund                                   11/01/02

Nuveen Ohio Municipal Bond Fund                                         11/01/02

Nuveen Pennsylvania Municipal Bond Fund                                 11/01/02

Nuveen Tennessee Municipal Bond Fund                                    11/01/02

Nuveen Virginia Municipal Bond Fund                                     11/01/02

Nuveen Wisconsin Municipal Bond Fund                                    11/01/02

Nuveen Insured New York Tax Free Advantage Municipal Fund               11/04/02

Nuveen Insured California Tax Free Advantage Municipal Fund             11/04/02

Nuveen Insured Tax Free Advantage Municipal Fund                        11/04/02

Nuveen Insured Florida Tax Free Advantage Municipal Fund                11/04/02

Nuveen Insured Massachusetts Tax Free Advantage Municipal Fund          11/04/02

Nuveen NWQ Multi-Cap Value Fund                                         12/09/02

Nuveen Quality Preferred Income Fund 3                                  12/23/02

Nuveen Preferred and Convertible Income Fund                             3/31/03

Nuveen Preferred and Convertible Income Fund 2                           6/19/03

Nuveen Diversified Dividend and Income Fund                              ____/03

Nuveen Municipal High Income Opportunity Fund                            ____/03



For The Above Fund Parties                   State Street Bank and Trust Company




By:                                       By:
       -------------------------                    ----------------------------

Name:  Stephen Foy                        Name:     Joseph L. Hooley
       -------------------------                    ----------------------------

Title: Vice President                        Title: Executive Vice President
       -------------------------                    ----------------------------

FUNDS TRANSFER ADDENDUM [LOGO]

OPERATING GUIDELINES

1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit Client's account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security Procedure and with the Client's instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day.

2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street. The Client agrees that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and accepted by State Street after being confirmed by any of the selected Security Procedures. The Client also agrees to be bound by any other valid and authorized payment order accepted by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Client's authorized personnel. State Street shall verify the authenticity of all instructions according to the Security Procedure.

3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. Financial institutions that receive payment orders initiated by State Street at the instruction of the Client may also process payment orders on the basis of account numbers, regardless of any name included in the payment order. State Street will also rely on any financial institution identification numbers included in any payment order, regardless of any financial institution name included in the payment order.

4. REJECTION: State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Street's receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Street's sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied.

6. ERRORS: State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a Client initiates or receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry.

9. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment orders shall ordinarily be provided within 24 hours. Notice may be delivered through State Street's proprietary information systems, such as, but not limited to Horizon and GlobalQuest(R), account statements, advices, or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days.

10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay any deposit made at a non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to prevent, in the reasonable judgment of State Street, harm to the employees or property of State Street. The obligation to repay any such deposit shall not be transferred to and may not be enforced against any other branch of State Street.

The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.

11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery. These Guidelines may not be amended except by a written agreement signed by the parties.

FUNDS TRANSFER ADDENDUM [LOGO]

Security Procedure(s) Selection Form

Please select one or more of the funds transfer security procedures indicated below.

[_] SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment management institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.

Selection of this security procedure would be most appropriate for existing SWIFT members.

[_] Standing Instructions
Standing Instructions may be used where funds are transferred to a broker on the Client's established list of brokers with which it engages in foreign exchange transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Client a list of the brokers that State Street has determined are used by the Client. The Client will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be confirmed by telephone prior to execution.

[_] Remote Batch Transmission
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the Client and State Street. Security procedures include encryption and or the use of a test key by those individuals authorized as Automated Batch Verifiers. Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This delivery mechanism is typically used for high-volume business.

[_] Global Horizon Interchangesm Funds Transfer Service Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book transfer instructions to State Street. This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to State Street.

[_] Telephone Confirmation (Callback)
Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via untested facsimile or phone. This procedure requires Clients to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Client's location to authenticate the instruction.

Selection of this alternative is appropriate for Clients who do not have the capability to use other security procedures.

[_] Repetitive Wires
For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed annually.

This alternative is recommended whenever funds are frequently transferred between the same two accounts.

[_] Transfers Initiated by Facsimile
The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard security procedure requires the use of a random number test key for all transfers. Every six months the Client receives test key logs from State Street. The test key contains alpha-numeric characters, which the Client puts on each document faxed to State Street. This procedure ensures all wire instructions received via fax are authorized by the Client.

We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State Street Mutual Fund Services once or several times a day.

FUNDS TRANSFER ADDENDUM [LOGO]

[_] Automated Clearing House (ACH)
State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment (credit) or collection (debit) transactions through the ACH network. The transactions contained on each transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the following delivery options:

[_] Global Horizon Interchange Automated Clearing House Service Transactions are created on a microcomputer, assembled into batches and delivered to State Street via fully authenticated electronic transmissions in standard NACHA formats.

[_] Transmission from Client PC to State Street Mainframe with Telephone Callback

[_] Transmission from Client Mainframe to State Street Mainframe with Telephone Callback

[_] Transmission from DST Systems to State Street Mainframe with Encryption

[_] Magnetic Tape Delivered to State Street with Telephone Callback

State Street is hereby instructed to accept funds transfer instructions only via the delivery methods and security procedures indicated. The selected delivery methods and security procedure(s) will be effective ____________________________ for payment orders initiated by our organization.

CLIENT OPERATIONS CONTACT                            ALTERNATE CONTACT

___________________________________          ___________________________________
          Name                                           Name

___________________________________          ___________________________________
          Address                                        Address

___________________________________          ___________________________________
          City/State/Zip Code                            City/State/Zip Code

___________________________________          ___________________________________
          Telephone Number                               Telephone Number

___________________________________          ___________________________________
          Facsimile Number                               Facsimile Number

___________________________________
          SWIFT Number

___________________________________
          Telex Number

NAME                 TITLE (Specify whether position  SPECIMEN SIGNATURE
                     is with Fund or Investment
                     Adviser)

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

NAME                 CALLBACK PHONE NUMBER            DOLLAR LIMITATION (IF ANY)

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

___________________  _______________________________  __________________________

REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT

ADDENDUM to that certain Custodian Agreement effective as of August 19, 2002 (the "Custodian Agreement") between the funds listed on Appendix A attached thereto and as may be revised from time to time (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street").

State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services").

The Services

State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~Sight(SM) as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis.

Security Procedures

The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Fees

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the Custody Fee Schedule in effect from time to time between the parties (the "Fee Schedule"). The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

Proprietary Information/Injunctive Relief

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its

relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System; nor will the Customer or Customer's Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

Limited Warranties

State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control.

State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Infringement

State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services,
(ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Termination

Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days' prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days' notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Custodian Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Miscellaneous

This Addendum and the exhibits hereto constitute the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

By its execution of the Custodian Agreement, the Customer accepts responsibility for its and its Authorized Designees' compliance with the terms of this Addendum.

EXHIBIT A
to
REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT

IN~SIGHT(SM)
System Product Description

In~Sight(SM) provides bilateral information delivery, interoperability, and on-line access to State Street. In~Sight(SM) allows users a single point of entry into State Street's diverse systems and applications. Reports and data from systems such as Investment Policy Monitor(SM), Multicurrency Horizon(SM), Securities Lending, Performance & Analytics, and Electronic Trade Delivery can be accessed through In~Sight(SM). This Internet-enabled application is designed to run from a Web browser and perform across low-speed data lines or corporate high-speed backbones. In~Sight(SM) also offers users a flexible toolset, including an ad-hoc query function, a custom graphics package, a report designer, and a scheduling capability. Data and reports offered through In~Sight(SM) will continue to increase in direct proportion with the customer roll out, as it is viewed as the information delivery system will grow with State Street's customers.

Country              Subcustodian


Argentina            Citibank, N.A.


Australia            Westpac Banking Corporation


Austria              Erste Bank der Osterreichischen Sparkassen AG


Bahrain              HSBC Bank Middle East
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)


Bangladesh           Standard Chartered Bank


Belgium              Fortis Bank nv-sa


Benin                via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
                     Ivory Coast


Bermuda              The Bank of Bermuda Limited


Bolivia              Citibank, N. A.


Botswana             Barclays Bank of Botswana Limited


Brazil               Citibank, N.A.


Bulgaria             ING Bank N.V.


Burkina Faso         via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
                     Ivory Coast


Canada               State Street Trust Company Canada


Cayman Islands       Bank of Nova Scotia Trust Company (Cayman) Ltd.


Chile                BankBoston, N.A.

Country              Subcustodian


People's Republic    Hongkong and Shanghai Banking Corporation Limited,
of China             Shanghai and Shenzhen branches


Colombia             Cititrust Colombia S.A. Sociedad Fiduciaria


Costa Rica           Banco BCT S.A.


Croatia              Privredna Banka Zagreb d.d

Cyprus               Cyprus Popular Bank Ltd.


Czech Republic       Ceskoslovenska Obchodni Banka, A.S.


Denmark              Danske Bank A/S


Ecuador              Citibank, N.A.


Egypt                HSBC Bank Egypt S.A.E.
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)


Estonia              Hansabank

Finland              Nordea Bank Finland Plc.


France               BNP Paribas Securities Services, S.A.


Germany              Dresdner Bank AG


Ghana                Barclays Bank of Ghana Limited


Greece               National Bank of Greece S.A.

Country              Subcustodian


Guinea-Bissau        via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
                     Ivory Coast


Hong Kong            Standard Chartered Bank

Hungary              HVB Bank Hungary Rt.


Iceland              Icebank Ltd.


India                Deutsche Bank AG

                     Hongkong and Shanghai Banking Corporation Limited


Indonesia            Standard Chartered Bank


Ireland              Bank of Ireland


Israel               Bank Hapoalim B.M.


Italy                BNP Paribas Securities Services, S.A.


Ivory Coast          Societe Generale de Banques en Cote d'Ivoire


Jamaica              Scotiabank Jamaica Trust and Merchant Bank Ltd.


Japan                Mizuho Corporate Bank Ltd.

                     Sumitomo Mitsui Banking Corporation


Jordan               HSBC Bank Middle East
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)


Kazakhstan           HSBC Bank Kazakhstan
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)

Country              Subcustodian


Kenya                Barclays Bank of Kenya Limited


Republic of Korea    Hongkong and Shanghai Banking Corporation Limited


Latvia               A/s Hansabanka

Lebanon              HSBC Bank Middle East
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)


Lithuania            Vilniaus Bankas AB


Malaysia             Standard Chartered Bank Malaysia Berhad


Mali                 via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
                     Ivory Coast


Mauritius            Hongkong and Shanghai Banking Corporation Limited


Mexico               Banco Nacional de Mexico S.A.


Morocco              Banque Commerciale du Maroc


Namibia              Standard Bank Namibia Limited               -


Netherlands          KAS BANK N.V.


New Zealand          Westpac Banking Corporation


Niger                via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
                     Ivory Coast


Nigeria              Stanbic Bank Nigeria Limited


Norway               Nordea Bank Norge ASA

Country              Subcustodian


Oman                 HSBC Bank Middle East
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)


Pakistan             Deutsche Bank AG


Palestine            HSBC Bank Middle East
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)


Panama               BankBoston, N.A.


Peru                 Citibank, N.A.


Philippines          Standard Chartered Bank


Poland               Bank Handlowy w Warszawie S.A.


Portugal             Banco Comercial Portugues


Qatar                HSBC Bank Middle East
                     (as delegate of the Hongkong and Shanghai Banking
                     Corporation Limited)


Romania              ING Bank N.V.


Russia               ING Bank (Eurasia) ZAO, Moscow


Senegal              via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
                     Ivory Coast


Singapore            The Development Bank of Singapore Limited

Slovak Republic      Ceskoslovenska Obchodni Banka, A.S., pobocka zahranicnej
                     banky v SR


Slovenia             Bank Austria Creditanstalt d.d. - Ljubljana

Country               Subcustodian


South Africa          Nedcor Bank Limited

                      Standard Bank of South Africa Limited


Spain                 Banco Santander Central Hispano S.A.


Sri Lanka             Hongkong and Shanghai Banking Corporation Limited


Swaziland             Standard Bank Swaziland Limited


Sweden                Skandinaviska Enskilda Banken


Switzerland           UBS AG


Taiwan - R.O.C.       Central Trust of China


Thailand              Standard Chartered Bank


Togo                  via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
                      Ivory Coast


Trinidad & Tobago     Republic Bank Limited


Tunisia               Banque Internationale Arabe de Tunisie


Turkey                Citibank, N.A.


Uganda                Barclays Bank of Uganda Limited


Ukraine               ING Bank Ukraine


United Arab Emirates  HSBC Bank Middle East
                      (as delegate of the Hongkong and Shanghai Banking
                      Corporation Limited)

Country              Subcustodian


United Kingdom       State Street Bank and Trust Company,  London Branch


Uruguay              BankBoston, N.A.


Venezuela            Citibank, N.A.


Vietnam              The Hongkong and Shanghai Banking Corporation Limited


Zambia               Barclays Bank of Zambia Limited


Zimbabwe             Barclays Bank of Zimbabwe Limited

Country                   Depositories

Argentina                 Caja de Valores S.A.

Australia                 Austraclear Limited

Austria                   Oesterreichische Kontrollbank AG
                          (Wertpapiersammelbank Division)

Bahrain                   Clearing, Settlement, and Depository System
                          of the Bahrain Stock Exchange

Belgium                   Caisse Interprofessionnelle de Depots et de
                          Virements de Titres, S.A.

                          Banque Nationale de Belgique

Benin                     Depositaire Central - Banque de Reglement

Bermuda                   Bermuda Securities Depository

Brazil                    Central de Custodia e de Liquidacao
                          Financeira de Titulos Privado (CETIP)

                          Companhia Brasileira de Liquidacao e Custodia

                          Sistema Especial de Liquidacao e de Custodia
                          (SELIC)

Bulgaria                  Bulgarian National Bank

                          Central Depository AD

Burkina Faso              Depositaire Central - Banque de Reglement

Canada                    Canadian Depository for Securities Limited

Chile                     Deposito Central de Valores S.A.

People's Republic         China Securities Depository and Clearing
                          Corporation Limited

Country                      Depositories

of China                     Shanghai Branch

                             China Securities Depository and Clearing
                             Corporation Limited Shenzhen Branch

Colombia                     Deposito Central de Valores

                             Deposito Centralizado de Valores de
                             Colombia S.A. (DECEVAL)

Costa Rica                   Central de Valores S.A.

Croatia                      Ministry of Finance

                             National Bank of Croatia

                             Sredisnja Depozitarna Agencija d.d.

Cyprus                       Central Depository and Central Registry

Czech Republic               Czech National Bank

                             Stredisko cennych papiru - Ceska republika

Denmark                      Vaerdipapircentralen (Danish Securities
                             Center)

Egypt                        Misr for Clearing, Settlement, and
                             Depository S.A.E.

Estonia                      Eesti Vaartpaberikeskus

Finland                      Suomen Arvopaperikeskus (Finnish Central
                             Securities Depository)

France                       Euroclear France

Germany                      Clearstream Banking AG, Frankfurt

Greece                       Apothetirion Titlon AE - Central
                             Securities Depository

 Country                      Depositories

                              Bank of Greece,
                              System for Monitoring Transactions in
                              Securities in Book-Entry Form

Guinea-Bissau                 Depositaire Central - Banque de Reglement

Hong Kong                     Central Moneymarkets Unit

                              Hong Kong Securities Clearing Company
                              Limited

Hungary                       Kozponti Elszamolohaz es Ertektar
                              (Budapest) Rt. (KELER)

Iceland                       Iceland Securities Depository Limited

India                         Central Depository Services India Limited

                              National Securities Depository Limited

                              Reserve Bank of India

Indonesia                     Bank Indonesia

                              PT Kustodian Sentral Efek Indonesia

Israel                        Tel Aviv Stock Exchange Clearing House
                              Ltd. (TASE Clearinghouse)

Italy                         Monte Titoli S.p.A.

Ivory Coast                   Depositaire Central - Banque de Reglement

Jamaica                       Jamaica Central Securities Depository

Japan                         Bank of Japan  - Net System
                              Japan Securities Depository Center
                              (JASDEC) Incorporated

 Country                    Depositories

Kazakhstan                  Central Depository of Securities

Kenya                       Central Bank of Kenya

Republic of Korea           Korea Securities Depository

Latvia                      Latvian Central Depository

Lebanon                     Custodian and Clearing Center of Financial
                            Instruments for Lebanon and the Middle East
                            (Midclear) S.A.L.

                            Banque du Liban

Lithuania                   Central Securities Depository of Lithuania

Malaysia                    Malaysian Central Depository Sdn. Bhd.

                            Bank Negara Malaysia

Mali                        Depositaire Central - Banque de Reglement

Mauritius                   Central Depository and Settlement Co. Ltd.

                            Bank of Mauritius

Mexico                      S.D. Indeval, S.A. de C.V.

Morocco                     Maroclear

Netherlands                 Nederlands Centraal Instituut voor Giraal
                            Effectenverkeer B.V.(NECIGEF)

New Zealand                 New Zealand Central Securities Depository
                            Limited

Country                     Depositories

 Niger                      Depositaire Central - Banque de Reglement

 Nigeria                    Central Securities Clearing System Limited

 Norway                     Verdipapirsentralen (Norwegian Central
                            Securities Depository)

 Oman                       Muscat Depository & Securities Registration
                            Company, SAOC

 Pakistan                   Central Depository Company of Pakistan
                            Limited

                            State Bank of Pakistan

 Palestine                  Clearing Depository and Settlement, a
                            department of the Palestine Stock Exchange

 Panama                     Central Latinoamericana de Valores, S.A.
                            (LatinClear)

 Peru                       Caja de Valores y Liquidaciones, Institucion
                            de Compensacion y Liquidacion de Valores S.A

 Philippines                Philippine Central Depository, Inc.

                            Registry of Scripless Securities (ROSS) of
                            the Bureau of Treasury

 Poland                     Krajowy Depozyt Papierow Wartosciowych S.A.
                            (National Depository of Securities)

                            Central Treasury Bills Registrar

 Portugal                   INTERBOLSA - Sociedade Gestora de Sistemas
                            de Liquidacao e de Sistemas Centralizados de
                            Valores Mobiliarios, S.A.

Country                      Depositories

 Qatar                       Central Clearing and Registration (CCR), a
                             department of the Doha Securities Market

 Romania                     Bucharest Stock Exchange Registry Division

                             National Bank of Romania

                             National Securities Clearing, Settlement
                             and Depository Company

 Russia                      Vneshtorgbank, Bank for Foreign Trade of
                             the Russian Federation

 Senegal                     Depositaire Central - Banque de Reglement

 Singapore                   Central Depository (Pte) Limited

                             Monetary Authority of Singapore

 Slovak Republic             National Bank of Slovakia

                             Stredisko cennych papierov SR, a.s.

 Slovenia                    KDD - Centralna klirinsko depotna
                             druzba d.d.

 South Africa                Central Depository Limited

                             Share Transactions Totally Electronic
                             (STRATE) Ltd.

 Spain                       Banco de Espana

                             Servicio de Compensacion y
                             Liquidacion de Valores, S.A.

 Sri Lanka                   Central Depository System (Pvt) Limited

 Sweden                      Vardepapperscentralen  VPC AB

 Country                     Depositories

                             (Swedish Central Securities Depository)

Switzerland                  SegaIntersettle AG (SIS)

Taiwan - R.O.C.              Taiwan Securities Central Depository
                             Company Limited

Thailand                     Bank of Thailand

                             Thailand Securities Depository Company
                             Limited

Togo                         Depositaire Central - Banque de Reglement

Trinidad and Tobago          Trinidad and Tobago Central Bank

Tunisia                      Societe Tunisienne Interprofessionelle
                             pour la Compensation et de Depots des
                             Valeurs Mobilieres (STICODEVAM)

Turkey                       Central Bank of Turkey

                             Takas ve Saklama Bankasi A.S. (TAKASBANK)

Uganda                       Bank of Uganda

Ukraine                      Mizhregionalny Fondovy Souz

                             National Bank of Ukraine

United Arab Emirates         Clearing and Depository System,
                             a department of the Dubai Financial Market

Venezuela                    Banco Central de Venezuela

Vietnam                      Securities Registration, Clearing and
                             Settlement, Depository Department of the
                             Securities Trading Center

Country                          Depositories

Zambia                           Bank of Zambia

                                 LuSE Central Shares Depository Limited

TRANSNATIONAL

Euroclear

Clearstream Banking AG

Publication/Type of Information                                          Brief Description
-------------------------------                                          -----------------
(scheduled frequency)
The Guide to Custody in World Markets                   An overview of settlement and safekeeping procedures,
-------------------------------------                   custody practices and foreign investor considerations
(hardcopy annually and regular                          for the markets in which State Street offers custodial
website updates)                                        services.

Global Custody Network Review                           Information relating to Foreign Sub-Custodians in State
-----------------------------                           Street's Global Custody Network. The Review stands as an
(annually)                                              integral part of the materials that State Street provides
                                                        to its U.S. mutual fund clients to assist them in
                                                        complying with SEC Rule 17f-5. The Review also gives
                                                        insight into State Street's market expansion and Foreign
                                                        Sub-Custodian selection processes, as well as the procedures
                                                        and controls used to monitor the financial condition and
                                                        performance of our Foreign Sub-Custodian banks.

Securities Depository Review                            Custody risk analyses of the Foreign Securities Depositories
----------------------------                            presently operating in Network markets. This publication is an
(annually)                                              integral part of the materials that State Street provides to its
                                                        U.S. mutual fund clients to meet informational obligations created
                                                        by SEC Rule 17f-7.

Global Legal Survey                                     With respect to each market in which State Street offers custodial
-------------------                                     services, opinions relating to whether local law restricts (i)
(annually)                                              access of a fund's independent public accountants to books and
                                                        records of a Foreign Sub-Custodian or Foreign Securities System,
                                                        (ii) a fund's ability to recover in the event of bankruptcy or
                                                        insolvency of a Foreign Sub-Custodian or Foreign Securities System,
                                                        (iii) a fund's ability to recover in the event of a loss by a Foreign
                                                        Sub-Custodian or Foreign Securities System, and (iv) the ability of a
                                                        foreign investor to convert cash and cash equivalents to U.S. dollars.

Subcustodian Agreements                                 Copies of the contracts that State Street has entered into with each
-----------------------                                 Foreign Sub-Custodian that maintains U.S. mutual fund assets in the
(annually)                                              markets in which State Street offers custodial services.

Global Market Bulletin                                  Information on changing settlement and custody conditions in
----------------------                                  markets where State Street offers custodial services. Includes
(daily or as necessary)                                 changes in market and tax regulations, depository developments,
                                                        dematerialization information, as well as other market changes that
                                                        may impact State Street's clients.

Foreign Custody Advisories                              For those markets where State Street offers custodial services
(as necessary)                                          that exhibit special risks or infrastructures impacting custody,
                                                        State Street issues market advisories to highlight those unique
                                                        market factors which might impact our ability to offer recognized
                                                        custody service levels.

Material Change Notices                                 Informational letters and accompanying materials confirming
(presently on a quarterly                               State Street's foreign custody arrangements, including a
basis or as otherwise necessary)                        summary of material changes with Foreign Sub-Custodians that have
                                                        occurred during the previous quarter. The notices also identify
                                                        any material changes in the custodial risks associated with
                                                        maintaining assets with Foreign Securities Depositories.

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

TABLE OF CONTENTS

                                                                           Page
                                                                           ----
 1.  Appointment of Agent ...............................................    1

 2.  Standard Services ..................................................    2

 3.  Dividend Disbursing Services .......................................    3

 4.  Shareholder Internet Services ......................................    4

 5.  Fees and Expenses ..................................................    5

 6.  Representations and Warranties of the Transfer Agent ...............    6

 7.  Representations and Warranties of Fund .............................    7

 8.  Data Access and Proprietary Information ............................    7

 9.  Indemnification ....................................................    9

10.  Consequential Damages ..............................................   11

11.  Responsibilities of the Transfer Agent .............................   11

12.  Confidentiality ....................................................   12

13.  Covenants of the Fund and the Transfer Agent .......................   12

14.  Termination of Agreement ...........................................   13

15.  Assignment and Third Party Beneficiaries ...........................   14

16.  Subcontractors .....................................................   15

17.  Miscellaneous ......................................................   15

18.  Limitation of Liability ............................................   17

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").

WHEREAS, the Fund desires to appoint the Transfer Agent as sole transfer agent, registrar, administrator of dividend reinvestment plans, option plans, and direct stock purchase plans, and as dividend disbursing agent and processor of all payments received or made by Fund under this Agreement.

WHEREAS, the Transfer Agent desires to accept such appointments and perform the services related to such appointments;

WHEREAS, the Board of Directors or Board of Trustees, as the case may be, of each Fund has approved appointment of the Transfer Agent.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Appointment of Agent.

1.1 Appointments. The Fund hereby appoints the Transfer Agent to act as sole transfer agent and registrar for all Shares in accordance with the terms and conditions hereof and as administrator of plans and appoints the Transfer Agent as dividend disbursing agent and processor of all payments received or made by or on behalf of the Fund under this Agreement, and the Transfer Agent accepts the appointments. Fund shall provide Transfer Agent with certified copies of resolutions appointing the Transfer Agent as transfer agent.

1.2 Documents. In connection with the appointing of Transfer Agent as the transfer agent and registrar for each Fund, the Fund will provide or has previously provided each of the following documents to the Transfer Agent:

(a) Copies (in paper, electronic or other agreed upon format) of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission for initial public offerings;

(b) Specimens of all forms of outstanding stock certificates, in forms approved by the Board of Directors of the Fund, with a certificate of the Secretary of the Fund as to such approval; and

(c) Specimens of the Signatures of the officers of the Fund authorized to sign stock certificates and individuals authorized to sign written instructions and requests.

1.3 Records. Transfer Agent may adopt as part of its records all lists of holders, records of Fund's shares, books, documents and records which have been employed by any former agent of Fund for the maintenance of the ledgers for the Fund's shares, provided such ledger is certified by an officer of Fund or the prior transfer agent to be true, authentic and complete.

1.4 Shares. Fund shall, if applicable, inform Transfer Agent as to (i) the existence or termination of any restrictions on the transfer of Shares and in the application to or removal from any certificate of stock of any legend restricting the transfer of such Shares or the substitution for such certificate of a certificate without such legend, (ii) any authorized but unissued Shares reserved for specific purposes, (iii) any outstanding Shares which are exchangeable for Shares and the basis for exchange, (iv) reserved Shares subject to option and the details of such reservation and (v) special instructions regarding dividends and information of foreign holders.

1.5 Fund's Agent. Transfer Agent represents that it is engaged in an independent business and will perform its obligations under this Agreement as an agent of Fund.

2. Standard Services.

2.1 Transfer Agent Services. The Transfer Agent will perform the following services:

In accordance with the procedures established from time to time by agreement between the Fund and the Transfer Agent, the Transfer Agent shall:

(a) issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account;

(b) effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation;

(c) act as agent for Shareholders pursuant to dividend reinvestment plans, and other investment programs as amended from time to time in accordance with the terms of the agreements relating thereto to which the Transfer Agent is or will be a party;

(d) issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of an open penalty surety bond satisfactory to it and holding it and the Fund harmless, absent notice to the Fund and the Transfer Agent that such certificates have been acquired by a bona fide purchaser. The Transfer Agent, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity. Further, the Transfer Agent may at its sole option accept indemnification from the Fund to issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond;

(e) prepare and transmit payments for dividends and distributions declared by the Fund, provided good funds for said dividends or distributions are received by the Transfer Agent prior to the scheduled payable date for said dividends or distributions;

(f) issue replacement checks and place stop orders on original checks based on shareholder's representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Fund, and the Fund shall be responsible for all losses or claims resulting from such replacement; and

(g) Receive all payments made to the Fund or the Transfer Agent under any dividend reinvestment plan, direct stock purchase plan, and plans and make all payments required to be made under such plans, including all payments required to be made to the Fund.

2.3 Customary Services. The Transfer Agent shall perform all the customary services of a transfer agent, agent of dividend reinvestment plan, cash purchase plan and other investment programs and of a dividend disbursing agent and a processor of payments as described above consistent with those requirements in effect as of the date of this Agreement.

2.4 Unclaimed Property and Lost Shareholders. The Transfer Agent shall report unclaimed property to each state in compliance with state law and shall comply with Section 17Ad-17 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for lost Shareholders. If the Fund is not in compliance with applicable state laws, there will be no charge for the first two years for this service for such Fund, other than a charge for due diligence notices (reflected on Schedule 5.1) provided that after the first two years, the Transfer Agent will charge such Fund its then standard fee plus any out-of-pocket expenses.

2.5 Certificates. The Fund shall deliver to Transfer Agent an appropriate supply of stock certificates, which certificates shall provide a signature panel for use by an officer of or authorized signor for Transfer Agent to sign as transfer agent and registrar, and which shall state that such certificates are only valid after being countersigned and registered.

3. Dividend Disbursing Services.

3.1 Declaration of Dividends. Upon receipt of a written notice from an officer of the Fund declaring the payment of a dividend, the Transfer Agent shall disburse such dividend payments provided that in advance of such payment, the Fund furnishes the Transfer Agent with sufficient funds. The payment of such funds to the Transfer Agent for the purpose of being available for the payment of dividend checks from time to time is not intended by the Fund to confer any rights in such funds on the Fund's Shareholders whether in trust or in contract or otherwise.

3.2 Stop Payments. The Fund hereby authorizes the Transfer Agent to stop payment of checks issued in payment of dividends, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and the Transfer Agent shall issue and deliver duplicate checks in replacement thereof, and the Fund shall indemnify Transfer Agent against any loss or damage resulting from reissuance of the checks.

3.3 Tax Withholding. The Transfer Agent is hereby authorized to deduct from all dividends declared by the Fund and disbursed by the Transfer Agent, as dividend disbursing agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith.

3.4 Optional Services. To the extent that the Fund elects to engage the Transfer Agent to provide the services listed below the Fund shall engage the Transfer Agent to provide such services upon terms and fees to be agreed upon by the parties:

(a) Corporate actions (including inter alia, odd lot buy backs, exchanges, mergers, redemptions, subscriptions, capital reorganization, coordination of post-merger services and special meetings).

4. Shareholder Internet Services.

4.1 Shareholder Internet Services. The Transfer Agent shall provide internet access to the Fund's shareholders through a designated web site ("Shareholder Internet Services"), which will be accessed by the Fund's shareholders via a link on the Fund's web site. The Shareholder Internet Services will be provided pursuant to established procedures and will allow shareholders to view their account information and perform certain on-line transaction request capabilities. The Shareholder Internet Services shall be provided at no additional charge, other than the transaction fees currently being charged for the different transactions as described on the Fee Schedule. The Transfer Agent reserves the right to charge a fee for this service in the future.

4.2 Scope of Obligations. Transfer Agent shall at all times use reasonable care in performing Shareholder Internet Services under this Agreement. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from security procedures which Transfer Agent has implemented or omitted, Transfer Agent shall be presumed to have used reasonable care if it has followed, in all material respects, its security procedures then in effect. Transfer Agent's security procedures for shareholder Internet access reflect current industry standards and Transfer Agent shall modify such security procedures from time to time to reflect changes in industry standards. Transfer Agent also may, but shall not be required to, modify such security procedures to the extent it believes, in good faith, that such modifications will enhance the security of

Shareholder Internet Services. All data and information transmissions accessed via Shareholder Internet Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry, which compliance is the sole responsibility of the Fund.

4.3 No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION
4.2 OF THIS AGREEMENT, THE SHAREHOLDER INTERNET SERVICES ARE PROVIDED "AS-IS," ON AN "AS AVAILABLE" BASIS, AND TRANSFER AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES PROVIDED BY TRANSFER AGENT HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

5. Fees and Expenses

5.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay the Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule ("Schedule 5.1"). Such fees and out-of-pocket expenses and advances identified under Section 5.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent.

5.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 5.1 above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket expenses, including but not limited to postage, confirmation statements, investor statements, audio response, telephone calls, records retention/storage, customized programming/enhancements, federal wire fees, transcripts, microfilm, microfiche, disaster recovery, hardware at the Fund's facility, telecommunications/network configuration, forms, sales taxes, exchange and broker fees, or advances incurred by the Transfer Agent for the items set out in Schedule 5.1 attached hereto. Out-of-pocket expenses may include the costs to Transfer Agent of certain administrative expenses so long as such expenses are described in reasonable detail on the applicable invoice. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund.

5.3 Postage. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

5.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective invoice, except for any fees or expenses that are subject to good faith dispute. In the event of such a

dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the Fund is disputing any amounts in good faith. If the Fund does not provide such notice of dispute within the required time, the invoice will be deemed accepted by the Fund. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

5.5 Cost of Living Adjustment. For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, "CPI-W" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period:
1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

5.6 Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Fund) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

5.7 Bank Accounts. The Fund acknowledges that the bank demand deposit accounts ("DDAs") maintained by the Transfer Agent in connection with the Services will be in its name and that the Transfer Agent may receive investment earnings in connection with the investment of funds, at the Transfer Agent's risk and for its benefit, held in those accounts from time to time.

6. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Fund that:

6.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

6.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

6.3 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

6.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

6.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

7. Representations and Warranties of Fund

Each Fund represents and warrants to the Transfer Agent that:

7.1 It is a business trust or corporation (as indicated on Exhibit A) duly organized and existing and in good standing under the laws of its state of organization.

7.2 It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.

7.3 All corporate proceedings required by said organizational documents have been taken to authorize it to enter into and perform this Agreement.

7.4 It is a closed-end management investment company registered under the Investment Company Act of 1940, as amended.

7.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

8. Data Access and Proprietary Information

8.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data ("Fund Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Fund Data. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on computers of the Fund or its management company, or (ii) solely from equipment at the location agreed to

between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent's applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on computers of the Fund or its management company), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent's instructions;

(d) Refrain from causing or allowing information transmitted from the Transfer Agent's computer to computers of the Fund or its management company to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

8.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

8.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

8.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts to correct such failure in a timely manner. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim

against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.5 If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

8.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 8. The obligations of this
Section shall survive any termination of this Agreement.

9. Indemnification.

9.1 The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided such actions are taken in good faith and without negligence or willful misconduct;

(b) The Fund's lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Fund hereunder;

(c) The reasonable reliance or use by the Transfer Agent or its agents or subcontractors of information, records and documents data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent;

(d) The reasonable reliance or use by the Transfer Agent or its agents or subcontractors of any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons including Shareholders or electronic instruction from Shareholders submitted through electronic means pursuant to the security procedures for such electronic communication established by the Transfer Agent;

(e) The reasonable reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Fund's representatives;

(f) The offer or sale of Shares in violation of any federal or state securities laws requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares;

(g) The negotiation and processing of any checks including without limitation for deposit into the Fund's DDA maintained by the Transfer Agent in accordance with the procedures mutually agreed upon by the parties;

(h) Any actions taken or omitted to be taken by any former agent of the Fund and arising from Transfer Agent's reliance on the certified list of holders; and

(i) The negotiation, presentment, delivery or transfer of Shares through the Direct Registration System Profile System.

9.2 Instructions. At any time the Transfer Agent may apply to any officer of the Fund for instruction, and may consult with legal counsel for the Transfer Agent or the Fund with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the advice or opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Transfer Agent or its agents or subcontractors by telephone, in person, machine readable input, telex, CRT data entry or similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. The Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Fund, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

9.3. Standard of Care. The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents.

9.4. Notice. In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which the Fund may be required to

indemnify the Transfer Agent, the Transfer Agent shall promptly notify the Fund of such assertion, and shall keep the Fund advised with respect to all developments concerning such claim. The Fund shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or the name of the Transfer Agent. The Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Fund may be required to indemnify it except with the Fund's prior written consent.

10. Consequential Damages.

NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Responsibilities of the Transfer Agent.

The Transfer Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Fund, by its acceptance hereof, shall be bound:

11.1 Whenever in the performance of its duties hereunder the Transfer Agent shall deem it necessary or desirable that any fact or matter be proved or established prior to taking or suffering any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by an officer of the Fund and delivered to the Transfer Agent. Such certificate shall be full authorization to the recipient for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

11.2 The Fund agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

11.3 Transfer Agent, any of its affiliates or subsidiaries, and any stockholder, director, officer or employee of the Transfer Agent may buy, sell or deal in the securities of the Fund or become pecuniarily interested in any transaction in which the Fund may be interested, or contract with or lend money to the Fund or otherwise act as fully and freely as though it were not appointed as agent under this Agreement. Nothing herein shall preclude the Transfer Agent from acting in any other capacity for the Fund or for any other legal entity.

11.4 No provision of this Agreement shall require the Transfer Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in

good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

12. Confidentiality

12.1 The Transfer Agent and the Fund agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Fund customer lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Fund, used or gained by the Transfer Agent or the Fund during performance under this Agreement. The Fund and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Fund and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by
Section 8.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or the Fund's agent for purposes of providing services under this Agreement.

12.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

13. Covenants of the Fund and the Transfer Agent

13.1 Documentation. The Fund shall promptly furnish to the Transfer Agent the following:

(a) A certified copy of the resolution of the Board of Trustees or the Board of Directors of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

(b) A copy (in paper, electronic or other agreed upon format) of the organizational documents of the Fund and all amendments thereto.

13.2 Facilities. The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

13.3 Records. The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. The Transfer Agent agrees that all such records prepared or maintained by it relating to the services performed hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with the requirements of law, and will be surrendered promptly to the Fund on and in accordance with its request.

13.4 Non-Solicitation of Transfer Agent Employees. The Fund shall not attempt to hire or assist with the hiring of an employee of the Transfer Agent or of its affiliated companies or encourage any employee to terminate their relationship with the Transfer Agent or its affiliated companies.

14. Termination of Agreement

14.1 Term. The initial term of this Agreement (the "Initial Term") shall be three (3) years from the date first stated above unless terminated pursuant to the provisions of this Section 14. Unless a terminating party gives written notice to the other party one hundred and twenty
(120) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a "Renewal Term"). One hundred and twenty (120) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise, the fees shall be increased pursuant to Section 5.5 of this Agreement.

14.2 Early Termination. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should this Agreement be terminated by the Fund for any reason other than a material breach of the Agreement by the Transfer Agent and the services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of the Transfer Agent, the fees payable to the Transfer Agent shall be calculated as if the services had been performed by the Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, on the date notice of termination was given to the Transfer Agent. In addition to the forgoing, in the event that the Fund terminates this Agreement during the Initial Term, other than due to a material breach of the Agreement by the Transfer Agent, then the Fund will reimburse the Transfer Agent in an amount equal to the cost of conversion and implementation, which will be subject to a pro rata reduction over the Initial Term. The payment of all fees to the Transfer Agent as set forth herein shall be accelerated to the business

day immediately prior to the conversion or termination of services or such later date or dates as may be mutually agreed by the parties.

14.3 Expiration of Term. During the Initial Term or Renewal Term, whichever currently is in effect, should either party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

14.4 Confidential Information. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

14.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Fund to the Transfer Agent being outstanding for more than ninety (90) days, except with respect to any amount subject to a good faith dispute within the meaning of Section 5.4 of this Agreement.

14.6 Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within sixty (60) days.

15. Assignment and Third Party Beneficiaries

15.1 Except as provided in Section 16.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

15.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

15.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in

Section 16.1, neither party shall make any commitments with third parties that are binding on the other party without the other party's prior written consent.

16. Subcontractors

16.1 The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with (i) Boston Financial Data Services, Inc., a Massachusetts corporation ("Boston Financial") which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended, (ii) a Boston Financial subsidiary duly registered as a transfer agent or
(iii) a Boston Financial affiliate duly registered as a transfer agent; provided however, that the Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of such subcontractor as it is for its own acts and omissions.

16.2 Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

17. Miscellaneous

17.1 Amendment. This Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized or approved by a resolution of the Board of Directors of the Fund.

17.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

17.3 Force Majeure. Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.

17.4 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

17.5 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions

       of this Agreement shall remain in full force and effect and shall in
       no way be affected, impaired or invalidated.

17.6   Successors. All the covenants and provisions of this agreement by or
       for the benefit of the Fund or the Transfer Agent shall bind and
       inure to the benefit of their respective successors and assigns
       hereunder.

17.7   Priorities Clause. In the event of any conflict, discrepancy or
       ambiguity between the terms and conditions contained in this
       Agreement and any Schedules or attachments hereto, the terms and
       conditions contained in this Agreement shall take precedence.

17.8   Waiver. No waiver by either party or any breach or default of any of
       the covenants or conditions herein contained and performed by the
       other party shall be construed as a waiver of any succeeding breach
       of the same or of any other covenant or condition.

17.9   Merger of Agreement. This Agreement constitutes the entire agreement
       between the parties hereto and supersedes any prior agreement with
       respect to the subject matter hereof whether oral or written.

17.10  Counterparts. This Agreement may be executed by the parties hereto
       on any number of counterparts, and all of said counterparts taken
       together shall be deemed to constitute one and the same instrument.

17.11  Reproduction of Documents. This Agreement and all schedules,
       exhibits, attachments and amendments hereto may be reproduced by any
       photographic, photostatic, microfilm, micro-card, miniature
       photographic or other similar process. The parties hereto each agree
       that any such reproduction shall be admissible in evidence as the
       original itself in any judicial or administrative proceeding,
       whether or not the original is in existence and whether or not such
       reproduction was made by a party in the regular course of business,
       and that any enlargement, facsimile or further reproduction shall
       likewise be admissible in evidence.

17.12  Notices. Any notice or communication by the Transfer Agent or the
       Fund to the other is duly given if in writing and delivered in
       person or mailed by first class mail, postage prepaid, telex,
       telecopier or overnight air courier guaranteeing next day delivery,

to the other's address:

(a) If to the Transfer Agent, to:

State Street Bank and Trust Company c/o Boston Financial Data Services, Inc. 2 Heritage Drive, 4th Floor North Quincy, Massachusetts 02171 Attention: Legal Department Facsimile: (617) 483-2490

(b) If to the Fund, to:

Nuveen Funds
c/o Nuveen Investments 333 W. Wacker Drive
Suite 3300
Chicago, IL 60606

Attn: General Counsel Facsimile: (312) 917-7952

The Transfer Agent and the Fund may, by notice to the other, designate additional or different addresses for subsequent notices or communications.

Section 18. Limitation of Liability

For each Fund that is a business trust, the Fund's Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed on behalf of each such Fund by the Fund's officers as officers and not individually. The obligations imposed upon each such 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

FUND

                                     BY: /s/ Tina M. Lazar
                                        ----------------------------------------
                                     as an Authorized Officer on behalf of each
                                     of the Funds indicated on Exhibit A


ATTEST:

/s/ Sheri Snowden
-----------------------------------

STATE STREET BANK AND TRUST
COMPANY

                                     BY: /s/ Joseph L. Hooley
                                         ---------------------------------------
                                             Executive Vice President


ATTEST:

/s/ Joanne M. Henthorn
------------------------------------

SCHEDULE A

NUVEEN CLOSED-END FUNDS
dated as of: _________, 2003

Nuveen Municipal Value Fund, Inc. +
Nuveen California Municipal Value Fund, Inc. + Nuveen New York Municipal Value Fund, Inc. + Nuveen Municipal Income Fund, Inc. +
Nuveen Select Maturities Municipal Fund * Nuveen Premium Income Municipal Fund, Inc. + Nuveen Performance Plus Municipal Fund, Inc. + Nuveen California Performance Plus Municipal Fund, Inc. + Nuveen New York Performance Plus Municipal Fund, Inc. + Nuveen Municipal Advantage Fund, Inc. + Nuveen Municipal Market Opportunity Fund, Inc. + Nuveen California Municipal Market Opportunity Fund, Inc. + Nuveen Investment Quality Municipal Fund, Inc. + Nuveen California Investment Quality Municipal Fund, Inc. + Nuveen New York Investment Quality Municipal Fund, Inc. + Nuveen Insured Quality Municipal Fund, Inc. + Nuveen Florida Investment Quality Municipal Fund * Nuveen New Jersey Investment Quality Municipal Fund, Inc. + Nuveen Pennsylvania Investment Quality Municipal Fund * Nuveen Select Quality Municipal Fund, Inc. + Nuveen California Select Quality Municipal Fund, Inc. + Nuveen New York Select Quality Municipal Fund, Inc. + Nuveen Quality Income Municipal Fund, Inc. + Nuveen Insured Municipal Opportunity Fund, Inc. + Nuveen Florida Quality Income Municipal Fund * Nuveen Michigan Quality Income Municipal Fund, Inc. + Nuveen Ohio Quality Income Municipal Fund, Inc. + Nuveen Texas Quality Income Municipal Fund * Nuveen California Quality Income Municipal Fund, Inc. + Nuveen New York Quality Income Municipal Fund, Inc. + Nuveen Premier Municipal Income Fund, Inc. + Nuveen Premier Insured Municipal Income Fund, Inc. + Nuveen Premium Income Municipal Fund 2, Inc. + Nuveen Arizona Premium Income Municipal Fund, Inc. + Nuveen Insured California Premium Income Municipal Fund, Inc. + Nuveen Insured Florida Premium Income Municipal Fund * Nuveen Michigan Premium Income Municipal Fund, Inc. + Nuveen New Jersey Premium Income Municipal Fund, Inc. + Nuveen Insured New York Premium Income Municipal Fund, Inc. + Nuveen Premium Income Municipal Fund 4, Inc. + Nuveen Insured California Premium Income Municipal Fund 2, Inc. + Nuveen Maryland Premium Income Municipal Fund * Nuveen Massachusetts Premium Income Municipal Fund * Nuveen Pennsylvania Premium Income Municipal Fund 2 * Nuveen Virginia Premium Income Municipal Fund * Nuveen Connecticut Premium Income Municipal Fund * Nuveen Georgia Premium Income Municipal Fund * Nuveen Missouri Premium Income Municipal Fund * Nuveen North Carolina Premium Income Municipal Fund * Nuveen California Premium Income Municipal Fund *

SCHEDULE A (cont'd)

NUVEEN CLOSED-END FUNDS
dated as of: ________, 2003

Nuveen Insured Premium Income Municipal Fund 2 * Nuveen California Dividend Advantage Municipal Fund * Nuveen New York Dividend Advantage Municipal Fund* Nuveen Dividend Advantage Municipal Fund * Nuveen Arizona Dividend Advantage Municipal Fund * Nuveen Connecticut Dividend Advantage Municipal Fund * Nuveen Maryland Dividend Advantage Municipal Fund * Nuveen Massachusetts Dividend Advantage Municipal Fund * Nuveen North Carolina Dividend Advantage Municipal Fund * Nuveen Virginia Dividend Advantage Municipal Fund * Nuveen Dividend Advantage Municipal Fund 2 * Nuveen California Dividend Advantage Municipal Fund 2 * Nuveen New Jersey Dividend Advantage Municipal Fund * Nuveen New York Dividend Advantage Municipal Fund 2 * Nuveen Ohio Dividend Advantage Municipal Fund * Nuveen Pennsylvania Dividend Advantage Municipal Fund * Nuveen Dividend Advantage Municipal Fund 3 * Nuveen California Dividend Advantage Municipal Fund 3 * Nuveen Georgia Dividend Advantage Municipal Fund * Nuveen Maryland Dividend Advantage Municipal Fund 2 * Nuveen Michigan Dividend Advantage Municipal Fund * Nuveen Ohio Dividend Advantage Municipal Fund 2 * Nuveen North Carolina Dividend Advantage Municipal Fund 2 * Nuveen Virginia Dividend Advantage Municipal Fund 2 * Nuveen Insured Dividend Advantage Municipal Fund * Nuveen Insured California Dividend Advantage Municipal Fund * Nuveen Insured New York Dividend Advantage Municipal Fund * Nuveen Arizona Dividend Advantage Municipal Fund 2 * Nuveen Connecticut Dividend Advantage Municipal Fund 2 * Nuveen New Jersey Dividend Advantage Municipal Fund 2 * Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 * Nuveen Ohio Dividend Advantage Municipal Fund 3 * Nuveen Select Tax-Free Income Portfolio * Nuveen Select Tax-Free Income Portfolio 2 * Nuveen California Select Tax-Free Income Portfolio * Nuveen New York Select Tax-Free Income Portfolio * Nuveen Select Tax-Free Income Portfolio 3 * Nuveen Senior Income Fund *
Nuveen Real Estate Income Fund *
Nuveen Quality Preferred Income Fund *
Nuveen Arizona Dividend Advantage Municipal Fund 3* Nuveen Connecticut Dividend Advantage Municipal Fund 3*

SCHEDULE A (cont'd)

NUVEEN CLOSED-END FUNDS
dated as of: __________, 2003

FUND                                                 STATE STREET BANK AND TRUST
                                                                COMPANY

BY: /s/ Tina M. Lazar                          BY: /s/ Joseph L. Hooley
   ---------------------------------------        ------------------------------

as an Authorized Officer on behalf of each of the Funds indicated above

EXPENSE REIMBURSEMENT AGREEMENT

AGREEMENT made this 3rd day of November, 2003, by and between NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND, a Massachusetts business trust (the "Fund"), and NUVEEN ADVISORY CORP., 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");

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 November 30, 2003 and for the 12 month periods ending November 30 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                       Percentage Reimbursed (as
Period Ending    a percentage of average      Period Ending      a percentage of average
 November 30      daily net assets)/(1)/       November 30        daily net assets)/(1)/
   2003/(2)/               .32%
   2004                    .32%                    2008                    .32%
   2005                    .32%                    2009                    .24%
   2006                    .32%                    2010                    .16%
   2007                    .32%                    2011                    .08%

/(1)/ Including net assets attributable to MuniPreferred Shares. /(2)/ From the commencement of operations.

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) November 30, 2011 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.

IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.

NUVEEN MUNICIPAL HIGH INCOME
OPPORTUNITY FUND

                                                by:  /s/ Jessica R. Droeger
                                                   ---------------------------
                                                           Vice President

Attest:  /s/ Virginia O'Neal
        --------------------------
         Assistant Secretary

NUVEEN ADVISORY CORP.

                                                /s/ William M. Fitzgerald
                                                -------------------------
                                                    Managing Director

Attest:    /s/ Stuart Cohen
        --------------------------
         Assistant Secretary

Exhibit l.3

BELL, BOYD & LLOYD LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 372-1121
Fax 312 372-2098

November 18, 2003

As counsel for Nuveen Municipal High Income Opportunity Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with pre-effective amendment no. 2 to the Registrant's registration statement on Form N-2 (File Nos. 333-109801 and 811-21449) on November 6, 2003.

In giving this consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Bell, Boyd & Lloyd LLC

Exhibit l.4

BINGHAM McCUTCHEN LLP
150 Federal St.
Boston, MA 02110
617.951.8000
617.951.8736 Fax
bingham.com

November 18, 2003

Bell, Boyd & Lloyd LLC
Three First National Plaza
Suite 3300
Chicago, Illinois 60602

RE: Nuveen Municipal High Income Opportunity Fund

Ladies and Gentlemen:

As special Massachusetts counsel for Nuveen Municipal High Income Opportunity Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with pre-effective amendment no. 2 to the Registrant's registration statement on Form N-2 on November 6, 2003.

In giving this consent we do not admit that we are in the category of persons whose consent is required under section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Bingham McCutchen LLP

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 4, 2003 in the Registration Statement (Form N-2) and related prospectus and statement of additional information of the Nuveen Municipal High Income Opportunity Fund filed with the Securities and Exchange Commission in the Pre-effective Amendment No. 3 to the Registration Statement under the Securities Act of 1933 (File No. 333-109801) and in this Amendment No. 3 to the Registration Statement under the Investment Company Act of 1940 (File No. 811-21449).

                             /s/ ERNST & YOUNG LLP



Chicago, Illinois
November 18, 2003

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND

Subscription Agreement

This Agreement made this November 3, 2003 by and between Nuveen Municipal High Income Opportunity Fund, a Massachusetts business trust (the "Fund"), and Nuveen Advisory Corp., a Delaware corporation (the "Subscriber");

WITNESSETH:

WHEREAS, the Fund has been formed for the purposes of carrying on business as a closed-end non-diversified management investment company; and

WHEREAS, the Subscriber has been selected by the Fund's Board of Trustees to serve as investment adviser to the Fund; and

WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund wishes to sell to the Subscriber, 7,000 common shares for a purchase price of $14.325 per share;

NOW THEREFORE, IT IS AGREED:

l. The Subscriber subscribes for and agrees to purchase from the Fund 7,000 common shares for a purchase price of $14.325 per share. Subscriber agrees to make payment for these shares at such time as demand for payment may be made by an officer of the Fund.

2. The Fund agrees to issue and sell said shares to Subscriber promptly upon its receipt of the purchase price.

3. To induce the Fund to accept its subscription and issue the shares subscribed for, the Subscriber represents that it is informed as follows:

(a) That the shares being subscribed for have not been and will not be registered under the Securities Act of l933 ("Securities Act");

(b) That the shares will be sold by the Fund in reliance on an exemption from the registration requirements of the Securities Act;

(c) That the Fund's reliance upon an exemption from the registration requirements of the Securities Act is predicated in part on the representations and agreements contained in this Subscription Agreement;

(d) That when issued, the shares will be "restricted securities" as defined in paragraph (a)(3) of Rule l44 of the General Rules and Regulations under the Securities Act ("Rule l44") and cannot be sold or transferred by Subscriber unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available;

(e) That there do not appear to be any exemptions from the registration provisions of the Securities Act available to the Subscriber for resale of the shares. In the future, certain exemptions may possibly become available, including an exemption for limited sales in accordance with the conditions of Rule l44.

The Subscriber understands that a primary purpose of the information acknowledged in subparagraphs (a) through (e) above is to put it on notice as to restrictions on the transferability of the shares.

4. To further induce the Fund to accept its subscription and issue the shares subscribed for, the Subscriber:

(a) Represents and warrants that the shares subscribed for are being and will be acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distribution thereof; and

(b) Agrees that any certificates representing the shares subscribed for may bear a legend substantially in the following form:

The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of l933 or any other federal or state securities law. These shares may not be offered for sale, sold or otherwise transferred unless registered under said securities laws or unless some exemption from registration is available.

5. This Subscription Agreement and all of its provisions shall be binding upon the legal representatives, heirs, successors and assigns of the parties hereto.

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.

IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties hereto as of the day and date first above written.

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND

By:    /s/ Jessica R. Droeger
      ------------------------------
           Jessica R. Droeger
           Vice President and Secretary

NUVEEN ADVISORY CORP.

By:    /s/ William M. Fitzgerald
      -----------------------------
           William M. Fitzgerald
           Managing Director

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN CALIFORNIA MUNICIPAL HIGH INCOME OPPORTUNITY FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints JESSICA R.
DROEGER, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 15th day of October, 2003.

/s/ Timothy R. Schwertfeger
---------------------------
Timothy R. Schwertfeger

STATE OF ILLINOIS                      )
                                       )SS
COUNTY OF COOK                         )

On this 15th day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                                 /s/ Virginia L. Corcoran
Notary Public, State of Illinois                     ------------------------
My Commission Expires:  10/27/05                     Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ William E. Bennett
-----------------------------------------
William E. Bennett

STATE OF ILLINOIS )
)SS
COUNTY OF COOK )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
                                       -----------------------------------------
Notary Public, State of Illinois       Notary Public
My Commission Expires:  10/27/05

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, ERIC F. FESS, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ Robert P. Bremner
--------------------------
Robert P. Bremner

STATE OF    ILLINOIS  )
        ----------------
                      )SS
COUNTY OF       COOK  )
          --------------

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       ------------------------
My Commission Expires:  10/27/05       Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, ERIC F. FESS, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ Lawrence H. Brown
---------------------
Lawrence H. Brown

STATE OF ILLINOIS  )
                   )SS
COUNTY OF COOK     )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       ------------------------
My Commission Expires:  10/27/05       Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ Jack B. Evans
-----------------------------------------
Jack B. Evans

STATE OF ILLINOIS )
)SS
COUNTY OF COOK )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       -----------------------------------------
My Commission Expires: 10/27/05        Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, ERIC F. FESS, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in her name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set her hand this 21st day of October, 2003.

/s/ Anne E. Impellizzeri
------------------------
Anne E. Impellizzeri

STATE OF    ILLINOIS  )
        ---------------
                      )SS

COUNTY OF       COOK  )
          -------------

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       ------------------------
My Commission Expires:  10/27/05       Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ William L. Kissick
-----------------------------------------
William L. Kissick

STATE OF ILLINOIS )
)SS
COUNTY OF COOK )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       -----------------------------------------
My Commission Expires: 10/27/05        Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ Thomas E. Leafstrand
------------------------
Thomas E. Leafstrand

STATE OF ILLINOIS  )
                   )SS
COUNTY OF COOK     )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       ------------------------
My Commission Expires:  10/27/05       Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, ERIC F. FESS, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ Peter R. Sawers
-----------------------------------------
Peter R. Sawers

STATE OF ILLINOIS  )
                   )SS
COUNTY OF COOK     )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
                                       -----------------------------------------
Notary Public, State of Illinois       Notary Public
My Commission Expires:  10/27/05

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, ERIC F. FESS, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 21st day of October, 2003.

/s/ William J. Schneider
-----------------------------------------
William J. Schneider

STATE OF ILLINOIS )
)SS
COUNTY OF COOK )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       -----------------------------------------
My Commission Expires: 10/27/05        Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, ERIC F. FESS, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in her name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set her hand this 21st day of October, 2003.

/s/ Judith M. Stockdale
-----------------------
Judith M. Stockdale

STATE OF ILLINOIS  )
                   )SS
COUNTY OF COOK     )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       ------------------------
My Commission Expires:  10/27/05       Notary Public

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
NUVEEN TAX-ADVANTAGED DIVIDEND AND TOTAL RETURN FUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in her name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-2 under the Securities Act of l933 and the Investment Company Act of l940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set her hand this 21st day of October, 2003.

                                       /s/ Sheila W. Wellington
                                       ------------------------
                                       Sheila W. Wellington
STATE OF ILLINOIS  )
                   )SS
COUNTY OF COOK     )

On this 21st day of October, 2003, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.

"OFFICIAL SEAL"

Virginia L. Corcoran                   /s/ Virginia L. Corcoran
Notary Public, State of Illinois       ------------------------
My Commission Expires:  10/27/05       Notary Public