SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. n/a )*

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND

(Name of Issuer)

ADJUSTABLE RATE MUNIFUND TERM PREFERRED SHARES

(Title of Class of Securities)

670682 871

(CUSIP Number)

Deutsche Bank AG\

Taunusanlage 12

Frankfurt Am Main D-60325, Germany

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 19, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 670682 871

1.	Names of Reporting Persons Deutsche Bank AG        13-2944988
2.	Check the Appropriate Box if a member of a Group (see instructions) a  ☐        b  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☒
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 1,700
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 1,700
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,700
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11): 66.15%
14.	Type of Reporting Person (See Instructions) BK

SCHEDULE 13D

CUSIP No. 670682 871

1.	Names of Reporting Persons DB Municipal Holdings LLC        82-2633289
2.	Check the Appropriate Box if a member of a Group (see instructions) a  ☐        b  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 1,700
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 1,700
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,700
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11): 66.15%
14.	Type of Reporting Person (See Instructions) OO

Item 1 Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the purchase of 1,700 adjustable rate munifund term preferred shares (CUSIP No. 670682 871) (“AMTP Shares”) of Nuveen Municipal High Income Opportunity Fund (the “Issuer” or the “Company”). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of AMTP Shares by DBMH (as defined below). The Issuer’s principal executive offices are located at 333 W. Wacker Drive, Chicago, Illinois 60606.

Item 2 Identity and Background

(a) This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i. Deutsche Bank AG (“DB AG”)

ii. DB Municipal Holdings LLC (“DBMH”)

This Statement relates to the AMTP Shares that were purchased for the account of DBMH.

(b) The address of the principal business office of DB AG is:

Deutsche Bank AG

Taunusanlage 12

Frankfurt Am Main D-60325

Germany

The address of the principal business office of DBMH is:

DB Municipal Holdings LLC

60 Wall Street

New York, NY 10005

(c) DB AG offers a wide variety of investment, financial and related products and services to private individuals, corporate entities and institutional clients around the world.

The principal business of DBMH is to engage in transactions to meet the investment objectives of DB AG to finance municipal borrowers and municipal conduit issuers through traditional financing and the purchase of municipal bonds, directly or indirectly, that are tax-exempt.

Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. With respect to DBMH, the officers and directors of its majority member, Deutsche Bank Securities Inc. are listed. To the knowledge of the Reporting Persons, the citizenship of the Listed Persons is as specified on Schedule I hereto.

(d) Other than as set forth on Schedule II, during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3 Source and Amount of Funds or Other Consideration

The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $170,000,000. The source of funds was the working capital of the Reporting Persons.

The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company.

Item 4 Purpose of the Transaction

(a) DBMH has purchased the AMTP Shares for investment purposes. DBMH acquired the AMTP Shares from the Issuer pursuant to that certain AMTP Shares Purchase Agreement, dated April 19, 2021, between the Issuer and DBMH (the “Purchase Agreement”) on their initial issuance for a purchase price of $170,000,000.

The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.

Item 5 Interest in Securities of the Issuer

(a)—(b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.

(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, AMTP Shares that may be deemed to be beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the AMTP Shares owned by DBMH, on April 19, 2021, DBMH assigned certain preferred class voting rights on the AMTP Shares to a voting trust (the “Voting Trust”) created pursuant to the Voting Trust Agreement, dated April 19, 2021 among DBMH and Glass, Lewis & Co., LLC (“Voting Trustee”) as voting consultant and trustee. Voting and consent rights on the AMTP Shares not assigned to the Voting Trust have been retained by DBMH. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Trustee analyzes such voting or consent matters and submits the vote based on the results of such analysis.

Item 7 Material to be Filed as Exhibits

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement
99.2	Voting Trust Agreement dated April 19, 2021
99.3	AMTP Share Purchase Agreement, dated April 19, 2021

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:    April 28, 2021

DEUTSCHE BANK AG
By:	/s/ Daniela Pondeva
Name:	Daniela Pondeva
Title:	Vice President
By:	/s/ Michael Caro
Name:	Michael Caro
Title:	Vice President
DB MUNICIPAL HOLDINGS LLC
By:	/s/ Svetlana Segal
Name:	Svetlana Segal
Title:	Managing Director
By:	/s/ John Werba
Name:	John Werba
Title:	Director

LIST OF EXHIBITS

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement
99.2	Voting Trust Agreement dated April 19, 2021
99.3	AMTP Share Purchase Agreement, dated April 19, 2021

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF

REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and board member of Deutsche Bank AG. The business address of each of the executive officers and directors of Deutsche Bank AG is Taunusanlage 12 Frankfurt Am Main D-60325, Germany.

Name	Position with Deutsche Bank AG	Principal Occupation/Citizenship
Christian Sewing	Chief Executive Officer	Chief Executive Officer, Management Board Member and responsible for Corporate Bank and Investment Bank German
Karl von Rohr	President	President, Management Board Member, responsible for Private Bank and Asset Management, responsible for Germany and Europe, Middle East and Africa German
Fabrizio Campelli	Chief Transformation Officer	Chief Transformation Officer, Management Board Member and responsible for Human Resources United Kingdom, Italian
Frank Kuhnke	Chief Operating Officer	Chief Operating Officer, Management Board Member and responsible for Capital Release Unit German
Bernd Leukert	Chief Technology, Data and Innovation Officer	Chief Technology, Data and Innovation Office, Management Board Member and responsible for Technology, Data and Innovation German
Stuart Lewis	Chief Risk Officer	Chief Risk Officer, Management Board Member and responsible for Compliance, Anti-Financial Crime and the Business Selection and Conflicts Office United Kingdom
James von Moltke	Chief Financial Officer	Chief Financial Officer, Management Board Member Australian, German
Alexander von zur Mühlen	Chief Executive Officer Asia Pacific	Chief Executive Officer for the Asia Pacific region and Management Board Member German
Christiana Riley	Chief Executive Officer Americas	Chief Executive Officer for the Americas and Management Board Member American

Stefan Simon	Chief Administrative Officer	Chief Administrative Officer, Management Board Member and responsible for Government and Regulatory Affairs and Legal and Governance. German
Dr. Paul Achleitner	Chairman of the Supervisory Board	Chairman of the Supervisory Board of Deutsche Bank Aktiengesellschaft Austrian
Detlef Polaschek	Deputy Chairman of the Supervisory Board	Deputy Chairman of the Supervisory Board of Deutsche Bank AG and Member of the General Staff Council of Deutsche Bank German
Ludwig Blomeyer-Bartenstein	Spokesperson of the Management	Spokesperson of the Management and Head of the Market Region Bremen of Deutsche Bank AG German
Frank Bsirske	Supervisory Board Member	Former Chairman of the trade union ver.di German
Mayree Clark	Supervisory Board Member	Founder and Managing Partner of Eachwin Capital American
Jan Duscheck	Supervisory Board Member	Head of national working group Banking, trade union ver.di German
Gerhard Eschelbeck	Supervisory Board Member	Chief Information Security Officer of Aurora Innovation, Inc. Austrian, American
Sigmar Gabriel	Supervisory Board Member	Former German Federal Government Minister German
Timo Heider	Supervisory Board Member	Chairman of the General Staff Council of BHW Bausparkasse AG/Postbank Finanzberatung AG, Chairman of the General Staff Council of PCC Services GmbH der Deutschen Bank, Chairman of the Staff Council of BHW Bausparkasse AG, PCC Services GmbH der Deutschen Bank, Postbank Finanzberatung AG and BHW Holding GmbH, and Deputy Chairman of the Group Staff Council of Deutsche Bank AG German
Martina Klee	Supervisory Board Member	Deputy Chairperson of the Staff Council PWCC Center Frankfurt of Deutsche Bank German

Henriette Mark	Supervisory Board Member	Member of the Staff Council Southern Bavaria, of the General Staff Council and of the Group Staff Council of Deutsche Bank German
Gabriele Platscher	Supervisory Board Member	Chairperson of the Staff Council Niedersachsen Ost of Deutsche Bank German
Bernd Rose	Supervisory Board Member	Chairman of the General Staff Council of Postbank Filialvertrieb AG, Member of the Group Staff Council of Deutsche Bank, Member of the European Staff Council of Deutsche Bank German
Gerd Alexander Schütz	Supervisory Board Member	Chairman of the Management Board, C-QUADRAT Investment Aktiengesellschaft Austrian
John Alexander Thain	Supervisory Board Member	Former Chairman and Chief Executive Officer, CIT Group Inc. American
Michele Trogni	Supervisory Board Member	Operating Partner of Eldridge Industries LLC United Kingdom
Dr. Dagmar Valcárcel	Supervisory Board Member	Supervisory Board Member, Former Chair of the Management Board, Andbank Asset Management Luxembourg S.A., Luxembourg German, Spanish
Stefan Viertel	Supervisory Board Member	Head of Institutional Cash Sales & Client Management (& ACO) Hungary, Deutsche Bank AG, Member of the General Staff Council, Staff Council Representative of the Corporate Bank and Investment Bank, Deutsche Bank AG German
Dr. Theodor Weimer	Supervisory Board Member	CEO, Deutsche Börse AG German
Prof. Dr. Norbert Winkeljohann	Supervisory Board Member	Self-employed corporate consultant, Norbert Winkeljohann Advisory & Investments German

The following sets forth the name and present principal occupation of each executive officer and director of Deutsche Bank Securities Inc. (“DBSI”), DBSI being the majority member of DBMH. The business address of each of the executive officers and directors of DBSI is 60 Wall Street New York, NY 10005 United States.

Name	Position with Deutsche Bank Securities Inc.	Principal Occupation/Citizenship
James Davies	Chief Executive Officer, President, Director	Chief Executive Officer, President and Member of Board of Directors of Deutsche Bank Securities Inc. United Kingdom, Australian
Anthony Stucchio	Chief Operations Officer, Director	Chief Operations Officer and Member of Board of Directors of Deutsche Bank Securities Inc. American
Tiberio Massaro	Chief Financial Officer, Director	Chief Financial Officer and Member of Board of Directors of Deutsche Bank Securities Inc. American
Wade Bicknell	Chief Security Officer, Chief Information Security Officer	Chief Security Officer, Chief Information Security Officer of Deutsche Bank Securities Inc. American
Peter Berardi	Chief Credit Officer	Chief Credit Officer of Deutsche Bank Securities Inc. American
Charles Green, Jr.	Chief Market Risk Officer, Chief Risk Officer, Director	Chief Market Risk Officer, Chief Risk Officer, and Member of Board of Directors of Deutsche Bank Securities Inc. American
Matthew Farrant	Chief Administrative Officer	Chief Administrative Officer of Deutsche Bank Securities Inc. United Kingdom
Charles Rinaldi	Chief Compliance Officer	Chief Compliance Officer of Deutsche Bank Securities Inc. American
Andrea DeMar	Chief Compliance Officer—Registered Investment Adviser	Chief Compliance Officer—Registered Investment Adviser of Deutsche Bank Securities Inc. American, Portuguese

Michael Koplowitz	Chief Compliance Officer - Futures Commission Merchant	Chief Compliance Officer - Futures Commission Merchant of Deutsche Bank Securities Inc. American
Samuel Descovich	Director	Member of Board of Directors of Deutsche Bank Securities Inc. American
Manuel Maximino	Director	Member of Board of Directors of Deutsche Bank Securities Inc. Argentinian

SCHEDULE II

LITIGATION SCHEDULE

Deutsche Bank AG and Deutsche Bank Securities, Inc. (the majority Member of DB Municipal Holdings LLC) have been involved in a number of proceedings which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in (i) the Deutsche Bank Securities, Inc. Form BD, (ii) Deutsche Bank AG’s annual reports on Form 20-F and periodic reports on Form 6-K filed with the SEC, and (iii) in other regulatory reports, which descriptions are hereby incorporated by reference.

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

Date: April 28, 2021

DEUTSCHE BANK AG
By:	/s/ Daniela Pondeva
Name:	Daniela Pondeva
Title:	Vice President
By:	/s/ Michael Caro
Name:	Michael Caro
Title:	Vice President
DB MUNICIPAL HOLDINGS LLC
By:	/s/ Svetlana Segal
Name:	Svetlana Segal
Title:	Managing Director
By:	/s/ John Werba
Name:	John Werba
Title:	Director

EX-99.2

Exhibit 99.2

[Execution Copy]

VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of April 19, 2021 by and between DB MUNICIPAL HOLDINGS LLC, a Delaware limited liability company, including its successors and assigns by operation of law (the “Purchaser”), and GLASS, LEWIS & CO., LLC, as trustee (in such capacity, the “Trustee” or any successor thereto) and as voting consultant (in such capacity, the “Voting Consultant” or any successor thereto).

WHEREAS, the Purchaser is the legal and Beneficial Owner (as defined below) of Adjustable Rate MuniFund Term Preferred Shares (“AMTP Shares”) of Nuveen Municipal High Income Opportunity Fund (the “Fund”), and has entered into that certain AMTP Shares Purchase Agreement, dated as of April 19, 2021, between the Purchaser and the Fund (the “Purchase Agreement”);

WHEREAS, the Purchaser desires to transfer and assign irrevocably to the Trustee, and the Trustee desires to accept such transfer and assignment of, the right to vote and consent for the Purchaser in connection with all of its voting and consent rights and responsibilities, as set forth in Section 1 below, as a Beneficial Owner of (i) AMTP Shares acquired by the Purchaser pursuant to the Purchase Agreement (such AMTP Shares, when owned by the Purchaser, the “Subject Shares”) and (ii) any additional shares of AMTP Shares or preferred shares of any class or series of the Fund having voting powers of which an Affiliate (as defined below) of the Purchaser is the Beneficial Owner or that the Purchaser becomes the Beneficial Owner of during the term of this Agreement (any such additional preferred shares of the Fund having voting powers being “Additional Shares” and when so acquired will become a part of the “Subject Shares” covered by this Agreement);

WHEREAS, the Voting Consultant shall analyze any matters requiring the owner of Subject Shares, to vote or consent in its capacity as an equity holder (whether at a meeting or via a consent solicitation), and shall provide a recommendation to the Trustee of how to vote or consent with respect to such voting or consent matters;

WHEREAS, the Voting Consultant and the Trustee are Independent of the Purchaser; and

WHEREAS, the parties hereto desire to set forth in writing their understandings and agreements.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally and equitably to be bound, hereby agree as follows:

1. Creation of Trust

The Purchaser hereby irrevocably transfers and assigns to the Trustee, and the Trustee hereby accepts the transfer and assignment of, the right to vote and consent for the Purchaser in connection with all of its voting and consent rights and responsibilities as Beneficial Owner of the Subject Shares with respect to the following matters (collectively, the “Voting Matters”):

(a) the election of the two members of the Board of Trustees for which holders of AMTP Shares are exclusively entitled to vote under Section 18(a)(2)(C) of the Investment Company Act of 1940, as amended (the “1940 Act”) and all other rights given to holders of AMTP Shares with respect to the election of the Board of Trustees of the Fund;

(b) the conversion of the Fund from a closed-end management company to an open-end management company, or to change the Fund’s classification from diversified to non-diversified, each pursuant to Section 13(a)(1) of the 1940 Act (any of the foregoing, a “Conversion”), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Conversion that it would be impossible to give effect to the Conversion without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Conversion is conditioned upon or subject to;

(c) the deviation from a policy in respect of concentration of investments in any particular industry or group of industries as recited in the Fund’s registration statement, pursuant to Section 13(a)(3) of the 1940 Act (a “Deviation”), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Deviation that it would be impossible to give effect to the Deviation without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Deviation is conditioned upon or subject to;

(d) borrowing money, issuing senior securities, underwriting securities issued by other Persons, purchasing or selling real estate or commodities or making loans to other Persons other than in accordance with the recitals of policy with respect thereto in the Fund’s registration statement, pursuant to Section 13(a)(2) of the 1940 Act (any of the foregoing, a “Policy Change”), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Policy Change that it would be impossible to give effect to the Policy Change without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Policy Change is conditioned upon or subject to;

(e) any state law voting and consent rights granted to the Purchaser as a matter of state law unless such voting or consent rights relate to situations where the rights or seniority of the Beneficial Owners of the Subject Shares could be adversely affected (as determined by the Purchaser) (except, for the avoidance of doubt, this subsection (e) shall not allow the Purchaser to exercise those rights transferred specifically in Sections 1(a) through (d) of this Agreement); and

(f) all other voting and consent rights of the Purchaser as Beneficial Owner of the Subject Shares unless such voting or consent rights relate to situations where the rights or seniority of the Beneficial Owners of the Subject Shares could be adversely affected (as determined by the Purchaser) (except, for the avoidance of doubt, this subsection (f) shall not allow the Purchaser to exercise those rights transferred specifically in Sections 1(a) through (e) of this Agreement).

In order to effect the transfer of voting and consent rights with respect to the Voting Matters, the Purchaser hereby irrevocably appoints and constitutes, and will cause each of its Affiliates who are Beneficial Owners of any Subject Shares to irrevocably appoint and constitute, the Trustee as its attorney-in-fact and agrees, and agrees to cause each of such Affiliates, to grant the Trustee one or more irrevocable proxies with respect to the Voting Matters and further agrees to renew any such proxies that may lapse by their terms while the Subject Shares are still subject to this Voting Trust Agreement.

The Purchaser will retain all other voting rights under the Related Documents and the Purchaser, its Affiliates or designee will also be the registered owner of the AMTP Shares. If any dividend or other distribution in respect of the Subject Shares is paid, such dividend or distribution will be paid directly to the Purchaser or its Affiliate or designee owning such Subject Shares; provided, that, any Additional Shares will become part of the Subject Shares covered by this Agreement.

2. Definitions

“Affiliate” means, with respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (ii) any other Person who is a director, officer, employee or general partner (a) of such Person, (b) of any majority-owned subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For the purposes of this definition, “control” of a Person shall mean (x) the power, direct or indirect, (A) to vote more than 25% of the securities having ordinary voting power for the election of directors of such Person or (B) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise or (y) as defined for purposes of the Bank Holding Company Act of 1956 and regulations thereunder, (A) directly or indirectly owning, controlling, or holding with power to vote 25% or more of any class of voting securities of such Person, (B) controlling in any manner the election of a majority of directors or trustees of such Person, or (C) having the power to exercise a controlling influence over the management or policies of such Person. For the purposes of this Agreement, the term “Affiliate” shall include a tender option bond trust (or similar vehicle or arrangement) of which the Purchaser and/or one or more of its Affiliates collectively own a majority of the residual interests.

2

“Beneficial Owner” means, any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) voting power which includes the power to vote, or to direct the voting of, securities and/or (ii) investment power which includes the power to dispose, or to direct the disposition of, securities.

“Board of Trustees” means the Board of Trustees of the Fund or any duly authorized committee thereof.

“Excluded Transfer” means any transfer of AMTP Shares (1) to a tender option bond trust (or similar vehicle or arrangement) in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust (or similar vehicle or arrangement) in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

“Independent” means, as to any Person, any other Person who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person, (ii) is not connected with such Person as an officer, employee, promoter, underwriter, partner, director or Person performing similar functions and (iii) is not otherwise subject to the undue influence or control of such other Person. For purposes of this definition, no Person will fail to be Independent solely because such Person acts as a voting consultant or trustee in respect of property owned by another Person or its Affiliates pursuant to this Agreement or any other agreement. With respect to item (i) above, “material direct or material indirect financial interest” means, (1) as to any Person, owning directly or indirectly (as principal for such Person’s own account) at least 5% of any class of the outstanding equity or debt securities issued by any other Person or (2) with respect to a Person (the “Investor”) owning directly or indirectly (as principal for the Investor’s own account) outstanding equity or debt securities of any other Person in an amount at least equal to 5% of the total consolidated shareholders equity of the Investor (measured in accordance with U.S. generally accepted accounting principles).

“Person” means and includes an individual, a partnership, a corporation, a trust, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof.

“Statement” means the Statement Establishing and Fixing the Rights and Preferences of Adjustable Rate MuniFund Term Preferred Shares, Series 2031, effective April 19, 2021, as may amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof.

Each capitalized term used herein and not otherwise defined herein shall have the meaning provided therefor (including by incorporation by reference) in the Statement.

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3. Right to Transfer

The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.1 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer:

(a) of the type specified in clause (1) of the definition of Excluded Transfer, the Subject Shares shall remain subject to this Agreement until such time as the Fund, upon the request of the Purchaser, enters into a voting arrangement satisfying Section 12(d)(1)(E)(iii) of the 1940 Act;

(b) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser retains the right to vote or direct voting in connection with such transactions, the Subject Shares shall remain subject to this Agreement until such time as there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement; and

(c) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser does not retain the right to vote or direct voting of such Subject Shares in such transactions, such transactions do not permit the removal of the Subject Shares’ rights transferred to the Voting Trust pursuant to this Agreement within the first 60 days of closing of such transferee becoming the Beneficial Owner of such Subject Shares unless there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement.

4. Trustee

(a) Rights And Powers Of Trustee. With respect to Subject Shares where the Purchaser is the Beneficial Owner, the Trustee shall, in person or by nominees, agents, attorneys-in-fact, or proxies, have the right and the obligation to exercise its discretion with respect to all Voting Matters requiring holders of AMTP Shares to vote or consent with respect to and including voting or consenting to any corporate or shareholder action of any kind whatsoever, subject to the terms of this Agreement. The Trustee shall be obligated to vote any Voting Matter in accordance with the provisions of this Agreement.

(b) Liability Of Trustee. In exercising the rights and powers of the Trustee, the Trustee will exercise any rights and powers in the Trustee’s best judgment; provided, however, the Trustee shall not be liable for any action taken by such Trustee or the Trustee’s agent, except for liability arising from the Trustee’s bad faith, willful misconduct or gross negligence. The Trustee shall not be required to give any bond or other security for the discharge of the Trustee’s duties.

(c) Resignation of and Successor Trustee. The Trustee may at any time resign the Trustee’s position as Trustee by delivering a resignation in writing to the Purchaser and the Voting Consultant to become effective 90 days after the date of such delivery, but in any event such notice shall not become effective prior to the acceptance of a successor Trustee. The Trustee shall nominate a successor Trustee acceptable to the Purchaser, who shall have all rights, powers and obligations of the resigning Trustee as set forth in this Agreement, and all rights, powers and obligations of the resigning Trustee hereunder shall immediately terminate upon the acceptance by the successor Trustee of such nomination and the execution of this Agreement by the successor Trustee as “Trustee” hereunder. No such resignation shall become effective until such time as a successor Trustee has been appointed and such appointment has been accepted. The fact that any Trustee has resigned such Trustee’s position as a Trustee shall not act, or be construed to act, as a release of any Subject Shares from the terms and provisions of this Agreement.

(d) Contract. A separate contract, that certain Master Services Agreement by and between Glass, Lewis & Co., LLC and an affiliate of the Purchaser, dated as of March 5, 2021, as may be amended from time to time with the prior written consent of the parties thereto (the “Master Agreement”), sets forth additional details, including fees, pursuant to which the Trustee is providing the services contemplated hereunder.

(e) Removal. The Trustee may be removed by the Purchaser upon 30 days prior written notice upon either (i) a material breach by the Trustee of its obligations hereunder or (ii) any action or inaction of the Trustee which constitutes bad faith, negligence or wilful misconduct in the performance of its obligations hereunder.

(f) Independent. The Trustee represents that it is Independent of the Purchaser.

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5. Voting Consultant

(a) Liability Of Voting Consultant. In providing its voting recommendations on Voting Matters hereunder, the Voting Consultant will provide such recommendations in the Voting Consultant’s best judgment with respect to the Voting Matters for the AMTP Shares; provided, however, the Voting Consultant shall not be liable for any action taken by such Voting Consultant or the Voting Consultant’s agent, except for liability arising from the Voting Consultant’s bad faith, wilful misconduct or gross negligence. For the avoidance of doubt, the Voting Consultant’s maximum liability shall be limited to an amount not to exceed the total amounts of the fees the Voting Consultant receives from the Purchaser under the Master Agreement (as defined below) in any one year period for any and all claims made within that one year period; provided that if a breach of Section 5(e) is determined to have occurred, the sole remedy shall be the immediate removal of the Voting Consultant by the Purchaser in the Purchaser’s sole discretion and no monetary damages shall be due or payable. In addition, the Voting Consultant shall not be liable for any action taken by the Trustee contrary to the recommendations provided by the Voting Consultant.

(b) Resignation of and Successor Voting Consultant. The Voting Consultant may at any time resign the Voting Consultant’s position as Voting Consultant by delivering a resignation in writing to the Purchaser and to the Trustee to become effective 90 days after the date of such delivery. Upon receipt of the Voting Consultant’s written resignation, the Purchaser shall use commercially reasonable efforts to appoint a successor Voting Consultant which has been consented to by the Trustee, such consent not to be unreasonably withheld. If the Voting Consultant shall resign but a successor Voting Consultant has not assumed all of the Voting Consultant’s duties and obligations within 90 days of such resignation, the Voting Consultant may petition any court of competent jurisdiction for the appointment of a successor Voting Consultant. No such resignation shall become effective until such time as a successor Voting Consultant has been appointed and such appointment has been accepted.

(c) Removal. The Voting Consultant may be removed by the Purchaser upon 30 days prior written notice upon either (i) a material breach by the Voting Consultant of its obligations hereunder or (ii) any action or inaction of the Voting Consultant which constitutes bad faith, gross negligence or willful misconduct in the performance of its obligations hereunder.

(d) Contract. The Master Agreement sets forth additional details, including fees, pursuant to which the Voting Consultant is providing the services contemplated hereunder.

(e) Independent. The Voting Consultant represents that it is Independent of the Purchaser; provided, however, if the Voting Consultant becomes aware that the Voting Consultant is no longer Independent of the Purchaser, the Voting Consultant shall promptly, and in no event later than two Business Days after becoming aware, notify the Purchaser and shall abstain from making voting recommendations during any period of time during which the Voting Consultant is not Independent of the Purchaser. If the Voting Consultant notifies the Purchaser that it is no longer Independent of the Purchaser, the Purchaser shall use commercially reasonable efforts to identify and appoint a replacement voting consultant.

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6. Amount of Subject Shares Notification

On any and each date that the Purchaser sells or otherwise transfers any Subject Shares to another Beneficial Owner, the Purchaser shall promptly notify the Trustee of such occurrence and the number of AMTP Shares that the Purchaser then owns.

7. Voting Communications

The Purchaser shall notify the Trustee and the Voting Consultant as soon as possible, and in any event, not later than five Business Days after receipt of notice that a vote of the holders of AMTP Shares has been requested or permitted on any Voting Matter and the Purchaser shall, within such same time frame, forward any information sent to the Purchaser in connection with such vote to the Trustee and the Voting Consultant by Electronic Means.

The Voting Consultant shall analyze and provide a voting or consent recommendation to the Trustee with respect to each Voting Matter in respect of the Subject Shares; provided that if the Voting Consultant does not believe, utilizing its commercially reasonable discretion, that it is qualified to perform the analysis of any voting or consent action required by Section 1(f) of this Agreement, the Voting Consultant shall refrain from making a voting or consent recommendation and provide notice to the Trustee and the Purchaser of such determination. The Trustee is obligated to act in accordance with the voting or consent recommendation made by the Voting Consultant in its voting or consent direction to the Purchaser. In all Voting Matters, the Trustee shall use the proxies granted to it by the Purchaser to vote or consent the Subject Shares in accordance with the voting or consent recommendation made by the Voting Consultant and the Purchaser shall not exercise any voting or consent rights in such matters.

If the Voting Consultant fails to provide a voting or consent recommendation to the Trustee on or prior to the deadline for submission of such vote or consent, the Trustee shall not provide a vote or consent on behalf of the Purchaser on such deadline and shall provide notice of the failure to receive a voting or consent recommendation to the Purchaser and the Voting Consultant. For the avoidance of doubt, the Purchaser shall not retain the right to vote or consent on any Voting Matters for which the Trustee does not provide a vote or consent on behalf of the Purchaser.

8. Indemnification

(a) Of the Trustee and the Voting Consultant. The Purchaser shall indemnify and hold the Trustee and the Voting Consultant and such Trustee’s and such Voting Consultant’s agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, reasonable costs, reasonable expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever in connection with or growing out of (i) with respect to the Trustee, the administration of the voting trust created by this Agreement or (ii) with respect to the Trustee and the Voting Consultant, the exercise of any powers or the performance of any duties by the Trustee or the Voting Consultant as herein provided or contemplated, including, without limitation, any action taken or omitted to be taken, except, with respect to the Trustee and the Voting Consultant separately, such as may arise from the bad faith, willful misconduct or gross negligence of the Trustee or the Voting Consultant, respectively. In no event shall the Purchaser be liable for special, incidental, indirect or consequential damages.

(b) Of the Purchaser by the Trustee. The Trustee shall indemnify and hold the Purchaser and the Purchaser’s agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, reasonable costs, reasonable expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed, incurred or asserted against the Purchaser in connection with the willful misconduct or negligence of the Trustee in connection with the exercise of any powers or the performance of any duties by the Trustee as herein provided or contemplated, including, without limitation, any action taken or omitted to be taken, except such as may arise from the willful misconduct or gross negligence of the Purchaser. In no event shall the Trustee be liable for special, incidental, indirect or consequential damages.

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(c) Of the Purchaser by the Voting Consultant. The Voting Consultant shall indemnify and hold the Purchaser and the Purchaser’s agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, reasonable costs, reasonable expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed, incurred or asserted against the Purchaser in connection with the willful misconduct or gross negligence of the Voting Consultant in connection with the exercise of any powers or the performance of any duties by the Voting Consultant as herein provided or contemplated, including, without limitation, any action taken or omitted to be taken, except such as may arise from the willful misconduct or gross negligence of the Purchaser; provided, however, that the Voting Consultant’s maximum liability under this Section 8(c) shall be limited to an amount not to exceed the total amount of the fees the Voting Consultant receives from the Purchaser under the Master Agreement in any one year period for any and all claims made within that one year period. In no event shall the Voting Consultant be liable for special, incidental, indirect or consequential damages.

(d) Conditions to Indemnification. An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

9. Termination of Agreement

(a) This Agreement and the voting trust created hereby shall terminate with respect to all of the Subject Shares (i) at the option of the Purchaser, upon the non-payment of dividends on the AMTP Shares for two years,(ii) as provided with respect to certain transfers of Subject Shares in Section 3 above, or (iii) upon 10 Business Days written notice delivered by Purchaser to the Trustee and Voting Consultant following any failure to agree to the renewal or extension of the term for the Trustee or Voting Consultant services as provided in the Master Agreement, the initial term under such agreement which is approximately one year.

(b) Upon the termination of this Agreement with respect to the Subject Shares, the voting trust created pursuant to Section 1 hereof shall cease to have any effect with respect to the Subject Shares, and the parties hereto shall have no further rights or obligations under this Agreement with respect to the Subject Shares.

10. Trustee’s Compensation

The Trustee shall be entitled to the compensation pursuant to the Master Agreement.

11. Voting Consultant’s Compensation

The Voting Consultant shall be entitled to the compensation pursuant to the Master Agreement.

12. Tax Treatment

It is the intention of the parties hereto that for all federal, state and local income and other tax purposes the Purchaser or the applicable Beneficial Owner, as the case may be, shall be treated as the owner of the Subject Shares and, except as otherwise required by law, no party shall take a contrary position in any tax return or report or otherwise act in a contrary manner.

13. Notices

All notices, requests and other communications to the Purchaser, the Trustee or the Voting Consultant shall be in writing (including telecopy, electronic mail or similar writing), except in the case of notices and other communications permitted to be given by telephone, and shall be given to such party at its address or telecopy number or email address set forth below or to such other Person and/or such other address or telecopy number or email address as such party may hereafter specify for the purpose by notice to the other party. Each such notice, request or other communication shall be effective (i) if given by mail, five days after such communication is deposited in the mail, return receipt requested, addressed as aforesaid, or (ii) if given by any other means, when delivered at the address specified in this Section. The notice address for each party is specified below:

if to the Purchaser:

DB Municipal Holdings LLC

60 Wall Street

New York, NY 10005

Attention: Svetlana Segal, Chris Dods

Email: svetlana.segal@db.com, chris.dods@db.com

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if to the Trustee or Voting Consultant:

Glass, Lewis & Co. LLC

44 Wall Street 5th Floor Suite 203

New York, NY 10005

Attention: Everett A. Boccafola

Direct Phone: +1 212-797-3669

Email: eboccafola@glasslewis.com

With a copy, via email, to legal@glasslewis.com

14. Modification

No modification of this Agreement shall be effective unless in writing and signed by all of the parties hereto. Without the prior written consent of the Fund (in its sole discretion), the Purchaser will not agree or consent to any amendment, supplement, modification or repeal of this Agreement, nor waive any provision hereof; provided, that in the case of any proposed amendment, supplement, modification or repeal of this Agreement which is a result of a change in law or regulation, the consent of the Fund shall not be unreasonably withheld or delayed.

15. Benefit and Burden

This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their legatees, distributees, estates, executors or administrators, personal and legal representatives, successors and assigns.

16. Severability

The invalidity of any particular provision of this Agreement shall not affect the validity of the remainder hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

17. Headings

The section headings herein are for convenience of reference only, and shall not affect the construction, or limit or otherwise affect the meaning hereof.

18. Applicable Law

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

THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF FEDERAL AND NEW YORK STATE COURTS OF COMPETENT JURISDICTION LOCATED IN NEW YORK COUNTY, NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.

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19. Waiver

THE PURCHASER, THE TRUSTEE AND THE VOTING CONSULTANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST THE OTHER(S) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

20. Assignment

None of the parties hereto may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided that, without the consent of either the Trustee or the Voting Consultant, the Purchaser may assign its rights and obligations under this Agreement (i) to an Affiliate, (ii) to a successor entity following a consolidation, amalgamation with, or merger with or into or (iii) to a transferee that acquires all or substantially all of the Purchaser’s assets. Any assignment other than in accordance with this section shall be void.

21. Conflicts with Other Documents

In the event that this Agreement requires any action to be taken with respect to any matter and the Master Agreement requires that a different action be taken with respect to such matter, and such actions are mutually exclusive, the provisions of this Agreement in respect thereof shall control.

22. Counterparts

This Agreement may be executed by the parties hereto in any number of separate counterparts, each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument. Any counterpart or other signature delivered by facsimile or by electronic mail shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party.

[The rest of this page has been intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

DB MUNICIPAL HOLDINGS LLC, as Purchaser

By:	/s/ Svetlana Segal
Name: Svetlana Segal
Title: Managing Director
By:	/s/ John Werba
Name: John Werba
Title: Director

GLASS, LEWIS & CO., LLC, as Trustee

By:	/s/ Dan Concannon
Name: Dan Concannon
Title: CCO

GLASS, LEWIS & CO., LLC, as Voting Consultant

By:	/s/ Dan Concannon
Name: Dan Concannon
Title: CCO

[NMZ Voting Trust Agreement Signature Page]

EX-99.3

Exhibit 99.3

Execution Copy

AMTP Shares Purchase Agreement

Nuveen Municipal High Income Opportunity Fund

and

DB Municipal Holdings LLC

April 19, 2021

CONTENTS

SECTION		PAGE
ARTICLE I DEFINITIONS			1
1.1	Incorporation of Certain Definitions by Reference		6
ARTICLE II PURCHASE AND TRANSFER; EXPENSES; ADDITIONAL FEE			6
2.1	Purchase		6
2.2	Operating Expenses		7
2.3	Fees		7
2.4	Additional Fee for Failure to Comply with Reporting Requirement		7
ARTICLE III CONDITIONS TO EFFECTIVE DATE			8
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND			9
4.1	Existence		9
4.2	Authorization; Contravention		9
4.3	Binding Effect		9
4.4	Financial Information		10
4.5	Litigation		10
4.6	Consents		10
4.7	Incorporation of Additional Representations and Warranties		11
4.8	Complete and Correct Information		11
4.9	Offering Memorandum		11
4.10	1940 Act Registration		11
4.11	Effective Leverage Ratio; Asset Coverage		11
4.12	Investment Policies		12
4.13	Credit Quality		12
4.14	Due Diligence		12
4.15	Certain Fees		12
ARTICLE V REPRESENTATIONS AND WARRANTIES OF DB			12
5.1	Existence		12
5.2	Authorization; Contravention		13
5.3	Binding Effect		13
5.4	Own Account		13
5.5	Litigation		13
5.6	Consents		14
5.7	DB Status		14
5.8	Experience of DB		14
5.9	[Reserved]		14
5.10	Access to Information		14
5.11	Due Diligence		14
5.12	Certain Fees		14
ARTICLE VI COVENANTS OF THE FUND			15
6.1	Information		15
6.2	No Amendment or Certain Other Actions Without Consent of DB		17
6.3	Maintenance of Existence		17
6.4	Tax Status of the Fund		17
6.5	Payment Obligations		18

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6.6	Compliance With Law	18
6.7	Maintenance of Approvals: Filings, Etc.	18
6.8	Inspection Rights	18
6.9	Litigation, Etc.	19
6.10	1940 Act Registration	19
6.11	Eligible Assets	19
6.12	Credit Quality	19
6.13	Maintenance of Effective Leverage Ratio	19
6.14	Redemption and Paying Agent	20
6.15	Cooperation in the Sale of the AMTP Shares	20
6.16	Securities Depository	20
6.17	Future Agreements	20
6.18	Tax Opinion in Connection with Adjusted Dividend Rate or Adjusted Rate Terms	20
ARTICLE VII COVENANTS OF DB		21
7.1	Third Party Purchase – Mandatory Tender	21
7.2	Actions in Connection with Transfers of AMTP Shares	21
ARTICLE VIII MISCELLANEOUS		21
8.1	Notices	21
8.2	No Waivers	22
8.3	Expenses and Indemnification	22
8.4	Amendments and Waivers	25
8.5	Successors and Assigns	25
8.6	Term of this Agreement	25
8.7	Governing Law	26
8.8	Waiver of Jury Trial	26
8.9	Counterparts	26
8.10	Beneficiaries	26
8.11	Entire Agreement	26
8.12	Relationship to the Statement	26
8.13	Confidentiality	27
8.14	Severability	28
8.15	Consent Rights of the Majority Participants to Certain Actions.	28
8.16	Disclaimer of Liability of Trustees and Beneficiaries.	29

SCHEDULE 1		Schedule 1
EXHIBIT A	FORMS OF OPINIONS OF COUNSEL FOR THE FUND	A-1
EXHIBIT A-1	FORM OF CORPORATE AND 1940 ACT OPINION	A-1-1
EXHIBIT A-2	FORM OF TAX OPINION	A-2-1
EXHIBIT A-3	FORM OF LOCAL COUNSEL OPINION	A-3-1
EXHIBIT B	ELIGIBLE ASSETS	B-1
EXHIBIT C	TRANSFEREE CERTIFICATE	C-1
EXHIBIT D	INFORMATION TO BE PROVIDED BY THE FUND	D-1

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AMTP SHARES PURCHASE AGREEMENT dated as of April 19, 2021, between NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND, a closed-end fund organized as a Massachusetts business trust (the “Fund”), and DB MUNICIPAL HOLDINGS LLC, a Delaware limited liability company, including its successors by merger or operation of law, as acquirer of the AMTP Shares hereunder (“DB”).

WHEREAS, the Fund has authorized the issuance pursuant to the Statement (as defined below) to DB of its Adjustable Rate MuniFund Term Preferred Shares, Series 2031, each with a liquidation preference of $100,000 per share, as set forth on Schedule 1 hereto, which are subject to this Agreement (the AMTP Shares”);

WHEREAS, to facilitate the settlement of DB’s purchase of the AMTP Shares, DB’s affiliate, Deutsche Bank Securities Inc., shall take initial receipt of the AMTP Shares and immediately transfer such AMTP Shares to DB in connection with the settlement of the purchase;

WHEREAS, as an inducement to DB to purchase the AMTP Shares, the Fund now desires to enter into this Agreement to set forth certain representations, warranties, covenants and agreements regarding the Fund and the AMTP Shares; and

WHEREAS, as an inducement to the Fund to issue and sell to DB the AMTP Shares, DB desires to enter into this Agreement to set forth certain representations, warranties, covenants and agreements regarding DB and the AMTP Shares.

NOW, THEREFORE, in consideration of the respective agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The following terms, as used herein, have the following meanings:

“Accredited Investor” has the meaning set forth in the Statement.

“Additional Amount Payment” has the meaning set forth in the Statement.

“Adjusted Dividend Amount” has the meaning set forth in the Statement.

“Adjusted Terms” has the meaning set forth in the Statement.

“Agent Member” has the meaning set forth in the Statement.

“Agreement” means this AMTP Shares Purchase Agreement, dated as of April 19, 2021, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“AMTP Shares” has the meaning set forth in the recitals to this Agreement.

“Asset Coverage” has the meaning set forth in the Statement.

“Banks” has the meaning set forth in the Statement.

“Board of Trustees” has the meaning set forth in the Statement.

“Business Day” has the meaning set forth in the Statement.

“By-Laws” means the By-Laws of the Fund as amended from time to time.

“Closed-End Funds” has the meaning set forth in the Statement

“Code” has the meaning set forth in the Statement.

“Common Shares” has the meaning set forth in the Statement.

“Custodian” has the meaning set forth in the Statement.

“Date of Original Issue” with respect to the AMTP Shares, means the date on which the Fund initially issued such AMTP Shares.

“DB” has the meaning set forth in the preamble to this Agreement.

“Declaration” has the meaning set forth in the Statement.

“Derivative Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, repurchase transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

“Designated Owner” means a Person in whose name AMTP Shares of any Series are recorded as beneficial owner of such AMTP Shares by the Securities Depository, an Agent Member or other securities intermediary on the records of such Securities Depository, Agent Member or securities intermediary, as the case may be.

“Dividend Amount” has the meaning set forth in the Statement.

“Dividend Payment Date” has the meaning set forth in the Statement.

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“Due Diligence Request” means the due diligence request letter from Chapman and Cutler LLP.

“Effective Date” means the Date of Original Issue of the AMTP Shares subject to the satisfaction or waiver of the conditions specified in Article III.

“Effective Leverage Ratio” has the meaning set forth in the Statement.

“Eligible Assets” means the instruments in which the Fund may invest as described in EXHIBIT B to this Agreement, which may be amended from time to time with the prior written consent of DB.”

“Eligible Repurchase Agreement Counterparty” means an entity that (i) is a QIB or an Accredited Investor and (ii) has entered into a repurchase agreement with DB with respect to the AMTP Shares either directly or via a tri-party arrangement utilizing a third-party agent.

“Failure” has the meaning set forth in Section 2.4.

“Fee Rate” means initially 0.25% per annum, which shall be subject to increase by 0.25% per annum for each Week in respect of which any Failure has occurred and is continuing.

“Fitch” means Fitch Ratings, a part of the Fitch Group, or any successor or successors thereto.

“Force Majeure Exception” means any failure or delay in the performance of the Fund’s reporting obligation pursuant to Section 2.4 arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; acts of civil or military authority and governmental action. The Fund shall use commercially reasonable efforts to commence performance of its obligations during any of the foregoing circumstances.

“Fund” has the meaning set forth in the preamble to this Agreement.

“Holder” has the meaning set forth in the Statement.

The word “including” means “including without limitation.”

“Indemnified Persons” means DB and its affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 8.3.

“Investment Adviser” means Nuveen Fund Advisors, LLC, or any successor company or entity.

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“Liquidation Preference” means, with respect to a given number of AMTP Shares, $100,000 times that number.

“Majority Participants” means the Holder(s) of more than 50% of the Outstanding AMTP Shares.

“Managed Assets” means the Fund’s net assets, including assets attributable to any principal amount of any borrowings (including the issuance of commercial paper, reverse repurchase agreements or notes) or preferred stock outstanding. For the avoidance of doubt, assets attributable to borrowings includes the portion of the Fund’s assets in a tender option bond trust of which the Fund owns the residual interest (without regard to the value of the residual interest to avoid double counting).

“Mandatory Tender” has the meaning set forth in the Statement.

“Market Value” has the meaning set forth in the Statement.

“Moody’s” means Moody’s Investors Service, Inc., and any successor or successors thereto.

“Moody’s Guidelines” means the guidelines, if any, as may be amended from time to time, in connection with Moody’s ratings of the AMTP Shares.

“1940 Act” means the Investment Company Act of 1940, as amended.

“NRSRO” has the meaning set forth in the Statement.

“Nuveen Persons” means the Investment Adviser or any affiliated person of the Investment Adviser (as defined in Section 2(a)(3) of the 1940 Act) (other than the Fund, in the case of a redemption or purchase of the AMTP Shares which are to be cancelled within ten (10) days of purchase by the Fund).

“Offering Memorandum” means the Offering Memorandum of the Fund relating to the offering and sale of the AMTP Shares, dated April 19, 2021, as the same may be amended, revised or supplemented from time to time.

“Optional Redemption Premium” has the meaning set forth in the Statement.

The word “or” is used in its inclusive sense.

“Other Rating Agency” means, at any time, each NRSRO, if any, other than Moody’s then providing a rating for the AMTP Shares pursuant to the request of the Fund.

“Other Rating Agency Guidelines” means the guidelines provided by each Other Rating Agency, as may be amended from time to time, in connection with the Other Rating Agency’s rating of the AMTP Shares.

“Outstanding” has the meaning set forth in the Statement.

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“Person” has the meaning set forth in the Statement.

“Placement Agent” means Nuveen Securities, LLC, with respect to the services to be provided pursuant to the Placement Agreement (as defined herein).

“Placement Agreement” means the placement agreement, dated as of April 19, 2021, between the Fund and Nuveen Securities, LLC, with respect to the offering and sale of the AMTP Shares.

“Preferred Shares” has the meaning set forth in the Statement.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

“Rate Period” has the meaning set forth in the Statement.

“Rating Agency” means Moody’s (if Moody’s is then rating the AMTP Shares), and any Other Rating Agency.

“Rating Agency Guidelines” means the Moody’s Guidelines and any Other Rating Agency Guidelines as they exist from time to time.

“Redemption and Paying Agent” means Computershare Inc. and Computershare Trust Company N.A., collectively, or with the prior written consent of DB (which consent shall not be unreasonably withheld), any successor Person, which has entered into an agreement with the Fund to act in such capacity as the Fund’s tender agent, transfer agent, registrar, dividend disbursing agent, paying agent and redemption price disbursing agent and calculation agent in connection with the payment of regularly scheduled dividends with respect to AMTP Shares.

“Related Documents” means this Agreement, the Declaration, the Statement, the Placement Agreement, the AMTP Shares and the By-Laws.

“Reporting Date” has the meaning set forth in Section 6.1(o).

“Reporting Failure” has the meaning set forth in Section 2.4.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor or successors thereto.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Depository” means The Depository Trust Company, New York, New York, and any substitute for or successor to such securities depository that shall maintain a book-entry system with respect to the AMTP Shares.

“Statement” means the Statement Establishing and Fixing the Rights and Preferences of Adjustable Rate MuniFund Term Preferred Shares, Series 2031, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

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“Sub-Adviser” means Nuveen Asset Management, LLC, the Fund’s sub-adviser, which is a subsidiary of the Investment Adviser.

“Third Party Purchase” has the meaning set forth in the Statement.

“Transition” has the meaning set forth in the Statement.

“Voting Trust” has the meaning set forth in Section 2.3(a).

“Week” means a period of seven (7) consecutive calendar days.

“written” or “in writing” means any form of written communication, including communication by means of telex, telecopier or electronic mail.

1.1 Incorporation of Certain Definitions by Reference

Each capitalized term used herein and not otherwise defined herein shall have the meaning provided therefor (including by incorporation by reference) in the Related Documents.

ARTICLE II

PURCHASE AND TRANSFER; EXPENSES; ADDITIONAL FEE

2.1 Purchase

(a) On the Effective Date DB will acquire 1,700 AMTP Shares sold on initial issuance in a transaction, by payment of the Purchase Price in immediately available funds to the Fund through the account of its agent at the Securities Depository.

(b) DB agrees that it may make offers and sales of the AMTP Shares in compliance with the Securities Act and applicable state securities laws only in whole shares and only to Persons that are both: (1)(i) Persons that it reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or other similar investment vehicles in which all investors are Persons that DB reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, (iii) Eligible Repurchase Agreement Counterparties, provided that DB retains the voting rights (subject to any voting trust agreement and except in the case of an event of default under the related repurchase agreement) with respect to any AMTP Shares being transferred to an Eligible Repurchase Agreement Counterparty, (iv) DB affiliates who are either QIBs or Accredited Investors, or (v) other investors with the prior written consent of the Fund and (2) Persons that are either (i) not a Nuveen Person or (ii) a Nuveen Person, provided that (x) such Nuveen Person would, after such sale and transfer, own not more than 20% of the Outstanding AMTP Shares, or (y) the prior written consent of the Fund and the Majority Participants has been obtained. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the AMTP Shares, each transferee (other than in connection with transfers to Eligible Repurchase Agreement Counterparties or a tender option bond trust or other similar investment vehicle, where the depositor or trustee or other fiduciary thereunder is acting on behalf of such transferee) will deliver to the Fund a transferee certificate in the form set forth as EXHIBIT C; provided that, for the avoidance of doubt, failure to deliver such certificate shall not serve to invalidate any such transfer.

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2.2 Operating Expenses

The Fund shall pay amounts due to be paid by it hereunder (including any incidental expenses) as operating expenses.

2.3 Fees

(a) The Fund shall pay (i) up to $60,000 of the fees and expenses of DB’s outside counsel in connection with the negotiation and documentation of the transactions contemplated by this Agreement and (ii) the initial setup and ongoing annual fees and expenses associated with a voting trust to be formed with respect to the AMTP Shares (the “Voting Trust”).

(b) With respect to the fees and expenses described in this Section 2.3, the Fund will pay such fees and expenses within thirty (30) days of receipt of the associated invoice.

2.4 Additional Fee for Failure to Comply with Reporting Requirement

For so long as DB is a Holder or Designated Owner of any Outstanding AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by DB of such failure (a “Reporting Failure”), the Fund shall pay to DB on the Dividend Payment Date occurring in the month immediately following a month in which such Reporting Failure (a “Failure”) continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the AMTP Shares held by DB during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week plus the Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by DB during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.4 for any Week plus the Dividend Amount accumulated for the AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the AMTP Shares held by DB during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; or (iv) any payment be made under this Section 2.4 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder.

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ARTICLE III

CONDITIONS TO EFFECTIVE DATE

It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:

(a) this Agreement shall have been duly executed and delivered by the parties hereto;

(b) the AMTP Shares shall have a long-term issue credit rating of at least Aa2 (or its equivalent) from Moody’s on the Effective Date;

(c) receipt by DB of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto;

(d) receipt by DB of opinions of counsel for the Fund, substantially to the effect of EXHIBITS A-1, A-2 and A-3;

(e) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation (unless such pending or threatened litigation has been determined by DB to be acceptable);

(f) the fees and expenses and all other amounts payable on the Effective Date pursuant to Section 2.3 hereof shall have been paid;

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(g) DB, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement;

(h) there shall have been delivered to DB any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it deems relevant; and

(i) there shall have been delivered to DB such information and copies of documents, approvals (if any) and records certified, where appropriate, of corporate proceedings as DB may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby.

The Fund and DB agree that consummation of the sale of the AMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE FUND

The representations and warranties set out in this Article IV are given hereunder by the Fund to DB as of the Effective Date.

4.1 Existence

The Fund is existing and in good standing as voluntary association with transferable shares of beneficial interest commonly known as a “Massachusetts business trust,” under the laws of the Commonwealth of Massachusetts, with full right and power to issue the AMTP Shares and to execute, deliver and perform its obligations under this Agreement and each Related Document.

4.2 Authorization; Contravention

The execution, delivery and performance by the Fund of this Agreement and each Related Document are within the Fund’s powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official except such as have been taken or made and do not violate or contravene, or constitute a default under, any provision of applicable law, charter, ordinance or regulation or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Fund or result in the creation or imposition of any lien or encumbrance on any asset of the Fund.

4.3 Binding Effect

This Agreement constitutes a valid and binding agreement of the Fund, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable or public policy principles of general applicability, it being understood that the enforceability of indemnification provisions may be subject to limitations imposed under applicable securities laws. The AMTP Shares have been duly authorized and, when issued as contemplated by this Agreement, will be validly issued by the Fund and are fully paid and nonassessable, except that, as described in the Offering Memorandum, shareholders of a Massachusetts business trust may under certain circumstances be held liable for its obligations, and are free of any pre-emptive or similar rights.

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4.4 Financial Information

The financial statements of the Fund as of its most recent fiscal year-end, and the auditors’ report with respect thereto, copies of which have heretofore been furnished to DB, fairly present in all material respects the financial condition of the Fund, at such date and for such period, and were prepared in accordance with accounting principles generally accepted in the United States, consistently applied (except as required or permitted and disclosed). Since the most recent fiscal year-end of the Fund, there has been no material adverse change in the condition (financial or otherwise) or operations of the Fund, except as disclosed in the Offering Memorandum, other than changes in the general economy or changes affecting the market for municipal securities or investment companies generally. Any financial, budget and other projections furnished to DB were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent, the Fund’s reasonable best estimate of the Fund’s future financial performance.

4.5 Litigation

Except as disclosed in the Offering Memorandum or in a schedule delivered to DB prior to the Effective Date, no action, suit, proceeding or investigation is pending or (to the best knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority (i) in any way contesting or, if decided adversely, would affect the validity of any Related Document or this Agreement; or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the AMTP Shares.

4.6 Consents

All consents, licenses, approvals, validations and authorizations of, and registrations, validations or declarations by or with, any court or any governmental agency, bureau or agency required to be obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Related Documents (including the AMTP Shares) by or against the Fund have been obtained and are in full force and effect.

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4.7 Incorporation of Additional Representations and Warranties

On subjects not expressly covered by this Agreement, the Fund hereby makes to DB those same representations and warranties on additional subjects as were made by it in the Placement Agreement as of the date or dates indicated therein, which representations and warranties, together with the related definitions of terms therein, are hereby incorporated by reference with the same effect as if each and every such representation and warranty and definition were set forth herein in its entirety.

4.8 Complete and Correct Information

All information, reports and other papers and data with respect to the Fund furnished to DB (other than financial information and financial statements, which are covered solely by Section 4.4 of this Agreement) were, at the time the same were so furnished, complete and correct in all material respects. No fact is known to the Fund that materially and adversely affects or in the future may (so far as it can reasonably foresee) materially and adversely affect the AMTP Shares, or the Fund’s ability to repay when due its obligations under this Agreement, any of the AMTP Shares and the Related Documents that has not been set forth in the Offering Memorandum or in the financial information and other documents referred to in Section 4.4 or this Section 4.8 or in such information, reports, papers and data or otherwise made available or disclosed in writing to DB. Taken as a whole, the documents furnished and statements made by the Fund in connection with the negotiation, preparation or execution of this Agreement and the Related Documents do not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

4.9 Offering Memorandum

The Offering Memorandum, true copies of which have heretofore been delivered to DB, when considered together with this Agreement and any information made available pursuant to the Due Diligence Request or disclosed in writing to DB prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4.10 1940 Act Registration

The Fund is duly registered as a closed-end management investment company under the 1940 Act and such registration is in full force and effect.

4.11 Effective Leverage Ratio; Asset Coverage

As of the Effective Date, the Fund is in compliance with the Effective Leverage Ratio and the Asset Coverage as required by Section 2.4 of the Statement.

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In connection with calculating the Effective Leverage Ratio, the Fund’s total assets and accrued liabilities reflect the positive or negative net obligations of the Fund under each Derivative Contract determined in accordance with the Fund’s valuation policies.

4.12 Investment Policies

As of the Effective Date, the Fund owns only Eligible Assets, as described in EXHIBIT B to this Agreement.

4.13 Credit Quality

As of the Effective Date, the Fund has invested (1) up to 75% of its Managed Assets in municipal securities rated, at the time of investment, Baa/BBB or lower by at least one nationally recognized statistical rating organization (S&P, Moody’s and Fitch) including below-investment grade securities, or unrated securities judged by the Sub-Adviser to be of comparable quality; and (2) no more than 10% of its Managed Assets in municipal securities rated at the time of investment B3/B- and below or judged by the Sub-Adviser to be of comparable quality.

4.14 Due Diligence

The Fund understands that nothing in this Agreement, the Offering Memorandum, or any other materials presented to the Fund in connection with the offering and sale of the AMTP Shares constitutes legal, tax or investment advice from DB. The Fund has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with the sale of the AMTP Shares.

4.15 Certain Fees

The Fund acknowledges that, other than the fees and expenses payable pursuant to this Agreement and any fees or amounts payable to the Placement Agent by the Fund, no brokerage or finder’s fees or commissions are or will be payable by the Fund or, to the Fund’s knowledge, by DB to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Fund is paying no fee or other consideration to DB or the Placement Agent in connection with the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF DB

The representations and warranties set out in this Article V are given hereunder by DB to the Fund as of the Effective Date:

5.1 Existence

DB is validly existing and in good standing as a limited liability company under the laws of the state of Delaware, and DB has full right and power to purchase the AMTP Shares and to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is a party.

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5.2 Authorization; Contravention

The execution, delivery and performance by DB of this Agreement and each Related Document to which it is a party are within DB’s powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official except such as have been taken or made, and do not violate or contravene, or constitute a default under, any provision of applicable law, charter, ordinance or regulation or of any material agreement, judgment, injunction, order, decree or other instrument binding upon DB.

5.3 Binding Effect

This Agreement constitutes a valid and binding agreement of DB, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable or public policy principles of general applicability, it being understood that the enforceability of indemnification provisions may be subject to limitations imposed under applicable securities laws.

5.4 Own Account

DB understands that the AMTP Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws and DB (subject to the case of any transfer of the AMTP Shares to an Eligible Repurchase Agreement Counterparty) is acquiring the AMTP Shares as principal for its own account and not with a view to or for the purpose of distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such AMTP Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such AMTP Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting DB’s right to transfer the AMTP Shares in compliance with the transfer limitations of this Agreement in compliance with applicable federal and state securities laws).

5.5 Litigation

Except as disclosed in a schedule delivered to the Fund prior to the Effective Date, no action, suit, proceeding or investigation is pending or (to the best knowledge of DB) overtly threatened in writing against DB in any court or before any governmental authority in any way contesting or, if decided adversely, would affect the validity of this Agreement.

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5.6 Consents

All consents, licenses, approvals, validations and authorizations of, and registrations, validations or declarations by or with, any court or any governmental agency, bureau or agency required to be obtained by DB in connection with the execution, delivery, performance, validity or enforceability of this Agreement by or against DB and the purchase of the AMTP Shares have been obtained and are in full force and effect.

5.7 DB Status

As of the Effective Date, DB is either (i) an Accredited Investor or (ii) a QIB.

5.8 Experience of DB

DB has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the AMTP Shares, and has so evaluated the merits and risks of such investment. DB is able to bear the economic risk of an investment in the AMTP Shares and, at the present time, is able to afford a complete loss of such investment.

5.9 [Reserved]

5.10 Access to Information

DB acknowledges that it has had access to and has reviewed all information, documents and records that DB has deemed necessary in order to make an informed investment decision with respect to an investment in the AMTP Shares. DB has had the opportunity to ask representatives of the Fund certain questions and request certain additional information regarding the terms and conditions of such investment and the finances, operations, business and prospects of the Fund and has had any and all such questions and requests answered to DB’s satisfaction; and DB understands the risk and other considerations relating to such investment.

5.11 Due Diligence

DB acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision relating to the AMTP Shares. DB understands that nothing in this Agreement, the Offering Memorandum, or any other materials presented to DB in connection with the purchase of the AMTP Shares constitutes legal, tax or investment advice from the Fund. DB has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its investment in AMTP Shares.

5.12 Certain Fees

DB acknowledges that, other than the fees and expenses payable pursuant to this Agreement and any fees or amounts payable to the Placement Agent by the Fund, no brokerage or finder’s fees or commissions are or will be payable by DB to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. DB is paying no fee or other consideration to any Person in connection with the solicitation of the transactions contemplated by this Agreement.

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ARTICLE VI

COVENANTS OF THE FUND

The Fund agrees that, so long as there is any amount payable hereunder or DB owns any Outstanding AMTP Shares:

6.1 Information

Without limitation of the other provisions of this Agreement, the Fund will deliver, or direct the Redemption and Paying Agent to deliver, to DB:

(a) as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission, each annual and semi-annual report prepared with respect to the Fund, which delivery may be made by notice of the electronic availability of any such document on a public website;

(b) notice of any change in (including being put on Credit Watch or Watchlist), or suspension or termination of, the ratings on the AMTP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to the AMTP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the AMTP Shares as promptly as practicable upon the occurrence thereof;

(c) notice of any redemption or other repurchase of any or all of the AMTP Shares as provided in the Statement;

(d) notice of any proposed amendments to any of the Related Documents at such time as the amendments are sent to other parties whose approval is required for such amendment and in any event not less than ten (10) Business Days prior to any proposed amendment and copies of all actual amendments thereto within five (5) Business Days of being signed or, in each case, as provided in the relevant document;

(e) notice of any missed, reduced or deferred dividend payment on the AMTP Shares that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period;

(f) notice of the failure to make any deposit provided for under Section 2.5(e)(ii) of the Statement in respect of a properly noticed redemption as soon as reasonably practicable, but in no event later than two (2) Business Days after discovery of such failure to make any such deposit;

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(g) notice of non-compliance with the Rating Agency Guidelines (if applicable) for more than five (5) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period;

(h) notice of the distribution of net capital gains or ordinary income one (1) Business Day in advance of the Rate Period that such net capital gains or ordinary income will or may be distributed, simultaneously with the Redemption and Paying Agent providing such notice to Designated Owners or their Agent Members;

(i) notice of any change to any Investment Adviser or Sub-Adviser of the Fund within two (2) Business Days after a resignation or a notice of removal has been sent by or to any such Investment Adviser or Sub-Adviser;

(j) notice of any proxy solicitation as soon as reasonably practicable, but in no event later than five (5) Business Days after mailing thereof;

(k) notice one (1) Business Day after the occurrence thereof of (i) the failure of the Fund to pay the amount due on any “senior securities” (as defined under the 1940 Act) or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; (ii) the failure of the Fund to pay, or admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Fund to pay accumulated dividends on any preferred stock ranking pari passu with the AMTP Shares, and any period of grace or cure with respect thereto shall have expired;

(l) notice of a material breach of any representation, warranty or covenant of the Fund contained in this Agreement or the Statement, in each case, only if any officer of the Fund has actual knowledge of such breach as soon as reasonably practicable, but in no event later than five (5) days after knowledge of any officer of the Fund or the Investment Adviser thereof;

(m) notice of any litigation, administrative proceeding or business development which may reasonably be expected to materially adversely affect the Fund’s business, properties or affairs or the ability of the Fund to perform its obligations as set forth hereunder or under any of the Related Documents to which it is a party as soon as reasonably practicable, but in no event later than ten (10) days after knowledge of any officer of the Fund or the Investment Adviser thereof;

(n) upon request of DB, copies of any material that the Fund has delivered to each Rating Agency which is then rating AMTP Shares at such times and containing such information as set forth in the respective Rating Agency Guidelines as soon as reasonably practicable after such material has been sent;

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(o) within two (2) Business Days after the fifteenth (15^th) and last day of each month (each a “Reporting Date”), a report of portfolio holdings of the Fund as of the end of each such Reporting Date, prepared on a basis substantially consistent with the periodic reports of portfolio holdings of the Fund prepared for financial reporting purposes;

(p) within two (2) Business Days after the fifteenth (15^th) and last day of each month, the information set forth in EXHIBIT D to this Agreement and a calculation of the Effective Leverage Ratio and the Asset Coverage of the Fund as of the close of business of each Business Day since the date of the last report issued pursuant to this Section 6.1(p); and upon the failure of the Fund to maintain Asset Coverage as provided in Section 2.4(a) of the Statement or the Effective Leverage Ratio as required by Section 2.4(c) of the Statement, notice of such failure within one (1) Business Day of the occurrence thereof; and

(q) from time to time such additional information regarding the financial position, results of operations or prospects of the Fund as DB may reasonably request including, without limitation, copies of all offering memoranda or other offering material with respect to the sale of any securities of the Fund as soon as reasonably practicable, but in no event later than ten (10) days after a request.

All information, reports and other papers, documentation and data with respect to the Fund furnished to DB pursuant to this Section 6.1 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to DB under this Agreement or made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. For purposes of Sections 6.1(o) and (p), references to any day that is not a Business Day shall mean the next preceding Business Day.

6.2 No Amendment or Certain Other Actions Without Consent of DB

To the extent that DB is the Holder or Designated Owner of at least 51% of the AMTP Shares, without the prior written consent of DB, the Fund will not agree to, consent to or permit any amendment, supplement, modification or repeal of the Statement, or any provision therein, nor waive any provision thereof.

6.3 Maintenance of Existence

The Fund shall continue to maintain its existence as a business trust under the laws of The Commonwealth of Massachusetts, with full right and power to issue the AMTP Shares and to execute, deliver and perform its obligations under this Agreement and each Related Document.

6.4 Tax Status of the Fund

The Fund will qualify as a Regulated Investment Company within the meaning of Section 851(a) of the Code and the dividends made with respect to the AMTP Shares will qualify as “exempt interest dividends” to the extent they are reported as such by the Fund and permitted by Section 852(b)(5)(A) of the Code.

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6.5 Payment Obligations

The Fund shall promptly pay or cause to be paid all amounts payable by it hereunder and under the Related Documents, according to the terms hereof and thereof, shall take such actions as may be necessary to include all payments hereunder and thereunder which are subject to appropriation in its budget and make full appropriations related thereto, and shall duly perform each of its obligations under this Agreement and the Related Documents. All payments of any sums due hereunder shall be made in the amounts required hereunder without any reduction or setoff, notwithstanding the assertion of any right of recoupment or setoff or of any counterclaim by the Fund.

6.6 Compliance With Law

The Fund shall comply with all laws, ordinances, orders, rules and regulations that may be applicable to it if the failure to comply could have a material adverse effect on the Fund’s ability to pay when due its obligations under this Agreement, any of the AMTP Shares, or any of the other Related Documents.

6.7 Maintenance of Approvals: Filings, Etc.

The Fund shall at all times maintain in effect, renew and comply with all the terms and conditions of all consents, filings, licenses, approvals and authorizations as may be necessary under any applicable law or regulation for its execution, delivery and performance of this Agreement and the other Related Documents to which it is a party.

6.8 Inspection Rights

The Fund shall, at any reasonable time and from time to time, upon reasonable notice, permit DB or any agents or representatives thereof, at the Fund’s expense, to examine and make copies of the records and books of account related to the transactions contemplated by this Agreement, to visit its properties and to discuss its affairs, finances and accounts with any of its officers and independent accountants, to the extent permitted by law, provided, however, that the Fund shall not be required to pay for more than one inspection per fiscal year. The Fund will not unreasonably withhold its authorization for its independent accountants to discuss its affairs, finances and accounts with DB.

All information, reports and other papers, documentation and data with respect to the Fund furnished to DB pursuant to this Section 6.8 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to DB under this Agreement made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

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6.9 Litigation, Etc.

The Fund shall give prompt notice in writing to DB of any litigation, administrative proceeding or business development which is reasonably expected to materially adversely affect its business, properties or affairs or to impair the ability of the Fund to perform its obligations as set forth hereunder or under any of the Related Documents.

All information, reports and other papers, documentation and data with respect to the Fund furnished to DB pursuant to this Section 6.9 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to DB under this Agreement or made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

6.10 1940 Act Registration

The Fund shall maintain its valid registration as a registered closed-end company under the 1940 Act in full force and effect.

6.11 Eligible Assets

The Fund shall only make investments in the Eligible Assets as described in EXHIBIT B, as amended from time to time with the prior written consent of DB, in accordance with the Fund’s investment objectives and the investment policies set forth in the Offering Memorandum as such investment objectives and investment policies may be modified in accordance with the 1940 Act and applicable law and, if applicable, the Related Documents.

6.12 Credit Quality

The Fund may invest (1) up to 75% of its Managed Assets in municipal securities rated, at the time of investment, Baa/BBB or lower by at least one nationally recognized statistical rating organization (S&P, Moody’s and Fitch) including below-investment grade securities, or unrated securities judged by the Sub-Adviser to be of comparable quality; and (2) no more than 10% of its Managed Assets in municipal securities rated at the time of investment B3/B- and below or judged by the Sub-Adviser to be of comparable quality.

6.13 Maintenance of Effective Leverage Ratio

For so long as the Fund fails to provide the information required under Sections 6.1(o) and 6.1(p), DB may calculate, for purposes of Section 2.5(b)(ii)(A)(y) of the Statement, the Effective Leverage Ratio using the most recently received information required to be delivered pursuant to Sections 6.1(o) and 6.1(p) and the market values of securities determined by the third-party pricing service which provided the market values to the Fund on the most recent date that information was properly provided by the Fund pursuant to the requirements of Sections 6.1(o) and 6.1(p). The Effective Leverage Ratio as calculated by DB in such instances shall be binding on the Fund. If required, the Fund shall restore the Effective Leverage Ratio as provided in the Statement.

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6.14 Redemption and Paying Agent

The Fund shall use its commercially reasonable best efforts to engage at all times a Redemption and Paying Agent to perform the duties to be performed by the Redemption and Paying Agent specified herein and in the Statement.

6.15 Cooperation in the Sale of the AMTP Shares

The Fund will comply with reasonable due diligence requests from DB in connection with any proposed sale by DB of the AMTP Shares in a transaction exempt from registration under the Securities Act and otherwise permitted by this Agreement, provided that the Fund need not comply with any such request more than twice in any period of twelve consecutive months and any prospective purchaser of the AMTP Shares from DB shall execute a confidentiality agreement substantially to the effect of Section 8.13 hereof prior to receiving any due diligence materials provided pursuant to such due diligence request.

All information, reports and other papers, documentation and data with respect to the Fund furnished to DB pursuant to this Section 6.15 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to DB under this Agreement or made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

6.16 Securities Depository

The Fund agrees to maintain settlement of the AMTP Shares in global book entry form through the Securities Depository or such other clearance system acceptable to DB.

6.17 Future Agreements

The Fund shall promptly, at the request of DB, enter into an agreement, on terms mutually satisfactory to the Fund and DB, of the type specified in Section 12(d)(1)(E)(iii) of the 1940 Act, so as to permit DB or any transferee satisfying the requirements set forth in Section 2.1 to rely on the provisions of Section 12(d)(1)(E)(iii) of the 1940 Act.

6.18 Tax Opinion in Connection with Adjusted Dividend Rate or Adjusted Rate Terms

Prior to the effectiveness of any Adjusted Dividend Amount or Adjusted Terms which shall be applicable to DB or any of its affiliates (including any tender option bond trust or other similar investment vehicle in which DB controls a majority of the residual or equity class), the Fund shall cause to be delivered to DB or any such affiliate, an opinion of counsel for the Fund, to the effect that, for U.S. federal income tax purposes, following such effectiveness (i) the AMTP Shares will continue to qualify as equity in the Fund and (ii) the distributions made with respect to the AMTP Shares will qualify as exempt-interest dividends to the extent they are reported as such by the Fund and are permitted by Section 852(b)(5)(A) of the Code.

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ARTICLE VII

COVENANTS OF DB

7.1 Third Party Purchase – Mandatory Tender

DB acknowledges that all of the AMTP Shares will be subject to Mandatory Tender in connection with a Third Party Purchase in connection with a Transition pursuant to Article 4 of the Statement and in accordance with Section 2.2(h)(vii) and Article 3 of the Statement.

7.2 Actions in Connection with Transfers of AMTP Shares

DB agrees that it shall not transfer any AMTP Shares except in compliance with Section 2.1(b) hereof.

ARTICLE VIII

MISCELLANEOUS

8.1 Notices

All notices, requests and other communications to any party hereunder shall be in writing (including telecopy, electronic mail or similar writing), except in the case of notices and other communications permitted to be given by telephone, and shall be given to such party at its address or telecopy number or email address set forth below or such other address or telecopy number or email address as such party may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section; provided that notices to DB under Section 6.1 shall not be effective until received in writing; except as otherwise specified, notices under Section 6.1 may be given by telephone to DB at the telephone numbers listed below (or such other telephone numbers as may be designated by DB, by written notice to the Fund, to receive such notice), immediately confirmed in writing, including by fax or electronic mail. The notice address for each party is specified below:

(a) if to the Fund:

Nuveen Municipal High Income Opportunity Fund

333 W. Wacker Drive, Suite 3300

Chicago, IL 60606

Attention: Mark L. Winget, Vice President and Secretary

Telephone: (312) 917-7883

Email: mark.winget@nuveen.com

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(b) if to DB:

DB Municipal Holdings LLC

60 Wall Street

New York, NY 10005

Attention: Svetlana Segal, Chris Dods    

Email: svetlana.segal@db.com, chris.dods@db.com    

8.2 No Waivers

(a) The obligations of the Fund hereunder shall not in any way be modified or limited by reference to any other document, instrument or agreement (including, without limitation, the AMTP Shares or any other Related Document). The rights of DB hereunder are separate from and in addition to any rights that any Holder or Designated Owner of any AMTP Share may have under the terms of such AMTP Share or any Related Document or otherwise.

(b) No failure or delay by the Fund or DB in exercising any right, power or privilege hereunder or under the AMTP Shares shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No failure or delay by the Fund or DB in exercising any right, power or privilege under or in respect of the AMTP Shares or any other Related Document shall affect the rights, powers or privileges of the Fund or DB hereunder or shall operate as a limitation or waiver thereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

8.3 Expenses and Indemnification

(a) The Fund shall upon demand either, as DB may require, pay in the first instance or reimburse DB (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by DB in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 8.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for DB, unless DB shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

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(b) The Fund agrees to indemnify and hold harmless DB and each other Indemnified Person of DB from and against any losses, claims, damages, liabilities and reasonable out-of-pocket expenses incurred by them (including reasonable fees and disbursements of outside counsel which are related to or arise out of (A) any material misstatements or any material statements omitted to be made in the Offering Memorandum (including any documents incorporated by reference therein) or (B) any claim by any third party relating to the offering or sale of the AMTP Shares by the Fund or the holding of the AMTP Shares by DB (x) that DB aided and abetted a breach of a fiduciary duty by the Fund or any director or officer of the Fund or (y) arising from any act by the Fund or any director or officer of the Fund (excluding in any such case clauses (A) or (B), claims, losses, liabilities or expenses arising out of or resulting from the gross negligence or willful misconduct of any Indemnified Person as determined by a court of competent jurisdiction)).

(c) The indemnifying party also agrees that if any indemnification sought by an Indemnified Person pursuant to this Agreement is unavailable or insufficient, for any reason, to hold harmless the Indemnified Persons of such other party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), then the indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, liabilities, damages and expenses (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Fund on the one hand and DB on the other hand from the actual or proposed transactions giving rise to or contemplated by this Agreement or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the Fund on the one hand and DB on the other, in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations; provided that in any event the aggregate contribution of DB and its Indemnified Persons to all losses, claims, damages, liabilities and expenses with respect to which contributions are available hereunder will not exceed the amount of dividends actually received by DB from the Fund pursuant to the proposed transactions giving rise to this Agreement. For purposes of determining the relative benefits to the Fund on the one hand, and DB on the other, under the proposed transactions giving rise to or contemplated by this Agreement, such benefits shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Fund pursuant to the transactions, whether or not consummated bears to (ii) the dividends and any Optional Redemption Premium paid by the Fund to DB in connection with the proposed transactions giving rise to or contemplated by this Agreement. The relative fault of the parties shall be determined by reference to, among other things, whether the actions taken or omitted to be taken in connection with the proposed transactions contemplated by this Agreement (including any misstatement of a material fact or the omission to state a material fact) relates to information supplied by the Fund on the one hand, or DB on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, misstatement or alleged omission, and any other equitable considerations appropriate in the circumstances. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. The indemnity, reimbursement and contribution obligations under this Agreement shall be in addition to any rights that any Indemnified Person may have at common law or otherwise.

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(d) If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Person proposes to demand indemnification, it shall notify the indemnifying party with reasonable promptness; provided, however, that any failure by such Indemnified Person to notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder (except to the extent that the indemnifying party is materially prejudiced by such failure to promptly notify). The indemnifying party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Person. The Indemnified Person shall have the right to counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person in accordance with the preceding sentence or (ii) the Indemnified Person shall have been advised by counsel that there exist actual or potential conflicting interests between the indemnifying party and such Indemnified Person, including situations in which one or more legal defenses may be available to such Indemnified Person that are different from or additional to those available to the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons of such other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the indemnifying party and any counsel designated by the indemnifying party.

Each party further agrees that it will not, without the prior written consent of the other parties (the consent of a party shall not be required to the extent such party is neither requesting indemnification nor being requested to provide indemnification), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each other Indemnified Person from all liability and obligations arising therefrom. The Fund further agrees that none of DB, nor any of its affiliates, nor any directors, officers, partners, employees, agents, representatives or control persons of DB or any of its affiliates shall have any liability to the Fund arising out of or in connection with the proposed transactions giving rise to or contemplated by this Agreement except for such liability for losses, claims, damages, liabilities or expenses to the extent they have resulted from DB’s or its affiliates’ gross negligence or willful misconduct. No Indemnified Person shall be responsible or liable to the indemnifying party or any other person for consequential, special or punitive damages which may be alleged as a result of this Agreement.

(e) Nothing in this Section 8.3 is intended to limit any party’s obligations contained in other parts of this Agreement or the AMTP Shares.

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8.4 Amendments and Waivers

Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Fund and DB; provided, that the Fund shall not make or agree to any amendment or waiver to the Declaration or the Statement that affects any preference, right or power of the AMTP Shares or the Holders or Designated Owners thereof except as permitted under the Declaration or the Statement.

8.5 Successors and Assigns

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither the Fund nor DB may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party (other than by operation of law), except that (1) any transferee satisfying the requirements set forth in Section 2.1 and which has executed and delivered to the Fund the transferee certificate attached as EXHIBIT C shall, prior to registration of any AMTP Shares under the Securities Act, have the rights set forth in Section 8.15 and shall, so long as such transferee has provided a means for the Fund to transmit such information electronically to it, be entitled to receive the information delivered pursuant to Sections 6.1(o) and 6.1(p) and such transferees shall be deemed a party to this Agreement for purposes of Sections 6.1(o), 6.1(p) and the confidentiality provisions herein as specified in the transferee certificate and (2) DB may assign its rights or obligations to any affiliates of DB or any tender option bond trust or other similar investment vehicle in which DB or its affiliate retains the entire residual interest. Any assignment without such prior written consent shall be void.

8.6 Term of this Agreement

This Agreement shall terminate on the earlier of (x) the registration of any Outstanding AMTP Shares under the Securities Act and (y) payment in full of all amounts then due and owing to DB hereunder and under the AMTP Shares; and notwithstanding any termination of this Agreement, Section 8.3, Section 8.7, Section 8.8, Section 8.10, Section 8.11, the second sentence of Section 8.12, and Section 8.13 (for a period of two years after the termination of this Agreement) shall remain in full force and effect.

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8.7 Governing Law

This Agreement shall be construed in accordance with and governed by the domestic law of the State of New York, except with respect to Section 8.16, which shall be construed in accordance with and governed by the domestic law of the Commonwealth of Massachusetts.

THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.

8.8 Waiver of Jury Trial

The Fund and DB hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against any other on any matters whatsoever arising out of or in any way connected with this Agreement.

8.9 Counterparts

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Any counterpart or other signature delivered by facsimile or by electronic mail shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party.

8.10 Beneficiaries

This Agreement is not intended and shall not be construed to confer upon any Person other than the parties hereto and their successors and permitted assigns any rights or remedies hereunder.

8.11 Entire Agreement

Except as set forth in Section 8.5, this Agreement shall constitute the entire agreement and understanding between the parties hereto with respect to the matters set forth herein and shall supersede any and all prior agreements and understandings relating to the subject matter hereof.

8.12 Relationship to the Statement

The Fund and DB agree that the representations, warranties, covenants and agreements contained in this Agreement are in addition to the terms and provisions set forth in the Statement. As between the Fund and DB, the Fund and DB agree that Section 2.10(d) of the Statement shall have no effect for so long as none of the AMTP Shares have been registered under the Securities Act.

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8.13 Confidentiality

Any information delivered by a party to this Agreement to any other party pursuant to this Agreement, including, without limitation, pursuant to Section 6.1 in the case of the Fund (collectively, the “Information”), shall not be disclosed by such other party (or its employees, representatives or agents) to any person or entity (except as required by law or to such of its agents and advisors as need to know and agree to be bound by the provisions of this paragraph) without the prior written consent of the party delivering the Information.

The obligations of confidentiality set out in the preceding paragraph do not extend to Information that is or becomes available to the public or is or becomes available to the party receiving the Information on a non-confidential basis or is disclosed to Holders or Designated Owners or potential Holders or Designated Owners, in each case in their capacity as such, in the offering documents of the Fund, in notices to Holders or Designated Owners pursuant to one or more of the Related Documents or pursuant to the Fund’s or DB’s informational obligations under Rule 144A(d)(4) or other reporting obligation of the Securities and Exchange Commission, or is required or requested to be disclosed (i) by a regulatory agency or in connection with an examination of either party or its representatives by regulatory authorities, (ii) pursuant to subpoena or other court process, (iii) at the express direction of any other authorized government agency, (iv) to its independent attorneys or auditors, (v) as required by any NRSRO, (vi) as otherwise required by law or regulation, (vii) otherwise in connection with the enforcement of this Agreement, (viii) in connection with the exercise of any remedies hereunder or in any suit, action or proceeding relating to this Agreement and the enforcement of rights hereunder, (ix) subject to an agreement containing provisions substantially similar to those of this Section 8.13, (x) to a prospective investor in a tender option bond trust (or similar investment vehicle or arrangement) financing as permitted by Section 2.1(b) of this Agreement that is aware of the confidentiality provisions of this Section 8.13, (a) to the extent that the Information consists solely of copies of the Related Documents and (b) otherwise subject to an agreement with the transferor containing provisions substantially similar thereto and that states that the Fund is an express third party beneficiary thereof, (xi) to Eligible Repurchase Agreement Counterparties, (xii) by a prospective purchaser of the AMTP Shares that is (a) a transferee that would be permitted pursuant to Section 2.1(b) of this Agreement and (b) aware of the confidentiality provisions of this Section 8.13 and is subject to an agreement with the transferor containing provisions substantially similar thereto and that states that the Fund is an express third party beneficiary thereof, and (xiii) subject to an agreement containing provisions substantially similar to those of this Section 8.13 and with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld, to any actual or prospective counterparty in any swap or derivative transactions. For the avoidance of doubt, references in this Section 8.13 to “regulatory agency,” “regulatory authorities,” “government agency” and “law or regulation” shall be deemed to include the Internal Revenue Service, state taxation authorities and tax laws and regulations, as appropriate.

8.14 Severability

In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby so long as the intent of the parties to this Agreement shall be preserved.

8.15 Consent Rights of the Majority Participants to Certain Actions.

For so long as none of the AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of actions set forth under clauses (a) through (e) of this Section 8.15:

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(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the AMTP Shares.

(b) The Fund issuing or suffering to exist (A) any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the AMTP Shares issued pursuant to this Agreement and currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2028, of the Fund, (B) indebtedness for borrowed money of the Fund, except in each case (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the redemption or repurchase of the AMTP Shares and costs incurred in connection therewith, and (iii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof or (C) repurchase agreement arrangements (entered into for purposes of borrowing money), except to the extent that such arrangements in aggregate do not exceed 5% of the total assets of the Fund.

(c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five (5) Business Days of receiving notice of the existence thereof.

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(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the AMTP Shares differentially from the rights of the holders of the Common Shares.

(e) Approval of any action to be taken pursuant to Sections 2.5(h) and 2.15 of the Statement (other than the issuance of additional series of Preferred Shares, the proceeds of which will be used for the redemption or repurchase of the AMTP Shares and costs incurred in connection therewith) of the Statement.

In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.

8.16 Disclaimer of Liability of Trustees and Beneficiaries.

A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer of the Fund in his or her capacity as an officer of the Fund and not individually and that the obligations of the Fund under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund.

[The remainder of this page has been intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND

By:	/s/ Mark L. Winget
Name:	Mark L. Winget
Title:	Vice President & Secretary

DB MUNICIPAL HOLDINGS LLC

By:	/s/ Svetlana Segal
Name:	Svetlana Segal
Title:	Managing Director
By:	/s/ John Werba
Name:	John Werba
Title:	Director

[NMZ – AMTP Purchase Agreement]

SCHEDULE 1

Description of Shares:	1,700 Nuveen Municipal High Income Opportunity Fund Adjustable Rate MuniFund Term Preferred Shares, Series 2031, with a Liquidation Preference of $100,000 per share.
	CUSIP No. 670682 871

Schedule 1

EXHIBIT A

FORMS OF OPINIONS OF COUNSEL FOR THE FUND

A-1

EXHIBIT A-1

FORM OF CORPORATE AND 1940 ACT OPINION

[ON FILE]

A-1-1

EXHIBIT A-2

FORM OF TAX OPINION

[ON FILE]

A-2-1

EXHIBIT A-3

FORM OF LOCAL COUNSEL OPINION

[ON FILE]

A-3-1

EXHIBIT B

ELIGIBLE ASSETS

On the Effective Date and at all times thereafter that the Agreement is effective:

1. All assets in the Fund consist of “Eligible Assets”, defined to consist only of the following as of the time of investment:

A. Debt obligations

i. “Municipal securities,” defined as obligations (whether documented as securities or as loans) of a State, the District of Columbia, a U.S. territory, or a political subdivision thereof, and including general obligations, limited obligation bonds, revenue bonds, and obligations that satisfy the requirements of section 142(b)(1) of the Internal Revenue Code of 1986 issued by or on behalf of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including any municipal corporate instrumentality of 1 or more States, or any public agency or authority of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including obligations of any of the foregoing types related to financing a 501(c)(3) organization. The purchase of any municipal security will be based upon the Investment Adviser’s assessment of an asset’s relative value in terms of current yield, price, credit quality, and future prospects; and the Investment Adviser will monitor the creditworthiness of the Fund’s portfolio investments and analyze economic, political and demographic trends affecting the markets for such assets. Eligible Assets shall include any municipal securities that at the time of purchase are paying scheduled principal and interest or if at the time of purchase are in payment default, then in the sole judgment of the Investment Adviser are expected to produce payments of principal and interest whose present value exceeds the purchase price.

ii. Debt obligations of the United States.

iii. Debt obligations issued, insured, or guaranteed by a department or an agency of the U.S. Government, if the obligation, insurance, or guarantee commits the full faith and credit of the United States for the repayment of the obligation.

iv. Debt obligations of the Washington Metropolitan Area Transit Authority guaranteed by the Secretary of Transportation under Section 9 of the National Capital Transportation Act of 1969.

v. Debt obligations of the Federal Home Loan Banks.

vi. Debt obligations, participations or other instruments of or issued by the Federal National Mortgage Association or the Government National Mortgage Association.

B-1

vii. Debt obligations which are or ever have been sold by the Federal Home Loan Mortgage Corporation pursuant to sections 305 or 306 of the Federal Home Loan Mortgage Corporation Act.

viii. Debt obligations of any agency named in 12 U.S.C. § 24(Seventh) as eligible to issue obligations that a national bank may underwrite, deal in, purchase and sell for the bank’s own account, including qualified Canadian government obligations.

ix. Debt obligations of issuers other than those specified in (i) through (viii) above that are “investment grade” and that are “marketable.” For these purposes, an obligation is:

(a) “marketable” if:

• it is registered under the Securities Act;

• it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or

• it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value; and

(b) “investment grade” if:

• the obligor had adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure, which capacity is presumed if the risk of default by the obligor is low and the full and timely repayment of principal and interest is expected.

x. Certificates or other securities evidencing ownership interests in a municipal bond trust structure (generally referred to as a tender option bond structure) that invests in (a) debt obligations of the types described in (i) above or (b) depository receipts reflecting ownership interests in accounts holding debt obligations of the types described in (i) above.

The bonds, notes and other debt securities referenced in (A) above shall be defined as Eligible Assets. An asset shall not lose its status as an Eligible Asset solely by virtue of the fact that:

• it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or

• it is for long-term or short-term financing purposes.

B-2

B. Derivatives

i. Interest rate derivatives;

ii. Swaps, futures, forwards, structured notes, options and swaptions related to Eligible Assets or on an index related to Eligible Assets; or

iii. Credit default swaps.

C. Other Assets

i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

ii. Cash.

iii. Repurchase agreements on assets described in A above.

iv. Assets not otherwise covered in A, B or C above that the Investment Adviser or the Sub-Adviser may determine are in the best interest of shareholders of the Fund to acquire in pursuing a workout arrangement with issuers (of the types described in A above) of defaulted obligations, including, but not limited to, loans to the defaulted issuer or another party pursuant to the workout arrangement, or a debt, equity or other interest in the defaulted issuer or other party. The Fund agrees that it will only acquire equity securities pursuant to the foregoing provision that it reasonably expects at the time of acquisition to hold for a period not to exceed five years from the date of acquisition.

D. Other assets, upon written agreement of DB that such assets are eligible for purchase by DB.

2. The Investment Adviser has instituted policies and procedures that it believes are sufficient to ensure that the Fund and it comply with the representations, warranties and covenants contained in this EXHIBIT B to the Agreement.

3. The Fund will, upon request, provide DB and its internal and external auditors and inspectors as DB may from time to time designate, with all reasonable assistance and access to information and records of the Fund relevant to the Fund’s compliance with and performance of the representations, warranties and covenants contained in this EXHIBIT B to the Agreement, but only for the purposes of internal and external audit.

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EXHIBIT C

TRANSFEREE CERTIFICATE

Nuveen Municipal High Income Opportunity Fund

333 W. Wacker Drive, Suite 3300

Chicago, Illinois 60606

Attention: Mark L. Winget

            Vice President & Secretary

Ladies and Gentlemen:

Reference is hereby made to the AMTP Shares Purchase Agreement (the “Purchase Agreement”), dated as of ____________ __, 2021, between Nuveen Municipal High Income Opportunity Fund, a closed-end fund organized as a Massachusetts business trust (the “Fund”) and DB Municipal Holdings LLC, a Delaware limited liability company, including its successors by merger or operation (the “Transferor”). Capitalized terms used but not defined herein shall have the meanings given them in the Purchase Agreement.

In connection with the proposed sale by the Transferor of _______________AMTP Shares (the “Transferred Shares”) to the undersigned transferee (the “Transferee”), the undersigned agrees and acknowledges, on its own behalf, and makes the representations and warranties, on its own behalf, as set forth in this certificate (this “Transferee Certificate”) to the Fund and the Transferor:

1. The Transferee certifies to one of the following (check a box):

❑ is a “qualified institutional buyer” (a “QIB”) (as defined in Rule 144A under the Securities Act or any successor provision) (“Rule 144A”) that is a registered closed-end management investment company the shares of which are traded on a national securities exchange (a “Closed-End Fund”), a bank or an entity that is a 100% direct or indirect subsidiary of a bank’s publicly traded holding company (a “Bank”), insurance company or registered open-end management investment company, in each case, to which any offer and sale is being made pursuant to Rule 144A or another available exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act;

❑ is (i) a tender option bond trust or other similar investment vehicle in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies, or registered open-end management investment companies, (ii) an Eligible Repurchase Agreement Counterparty, or (iii) a DB affiliate who is either a QIB or Accredited Investor; or

❑ is a person which the Fund has consented in writing to permit to be the holder of the Transferred Shares.

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2. The Transferee certifies that it (check a box):

❑ is not a Nuveen Person that after such sale and transfer, would own more than 20% of the Outstanding AMTP Shares; or

❑ has received the prior written consent of the Fund and the holder(s) of more than 50% of the outstanding AMTP Shares.

3. The Transferee understands and acknowledges that the Transferred Shares are “restricted securities” and have not been registered under the Securities Act or any other applicable securities law, are being offered for sale pursuant to Rule 144A of the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering with the meaning of Section 4(a)(2) of the Securities Act, and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto and in each case in compliance with the conditions for transfer set forth in this Transferee Certificate.

4. The Transferee is purchasing the Transferred Shares for its own account for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirements of law that the disposition of its property be at all times within its or their control and subject to its or their ability to resell such securities pursuant to Rule 144A or any exemption from registration available under the Securities Act.

5. The Transferee agrees on its own behalf and on behalf of each subsequent holder or owner of the Transferred Shares by its acceptance thereof will be required to sell, transfer or otherwise dispose of such Transferred Shares only in whole shares and only to Persons that are both: (1)(i) Persons such Transferee reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, (ii) tender option bond trusts or other similar investment vehicles in which all investors are Persons such Transferee reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies, or registered open-end management investment companies, (iii) Eligible Repurchase Agreement Counterparties, provided that the Transferee retains the voting rights (subject to any voting trust agreement and except in the case of an event of default under the related repurchase agreement) with respect to any AMTP Shares being transferred to an Eligible Repurchase Agreement Counterparty, (iv) DB affiliates who are either QIBs or Accredited Investors, or (v) other investors which the Fund has consented in writing to permit to be a holder of the Transferred Shares and (2) Persons that are either (i) not a Nuveen Person or (ii) a Nuveen Person, provided that (x) such Nuveen Person would, after such sale and transfer, own not more than 20% of the Outstanding AMTP Shares, or (y) the prior written consent of the Fund and the Majority Participants has been obtained.

6. The Transferee acknowledges that the AMTP Shares were issued in book-entry form and are represented by one global certificate and that the global certificate representing the AMTP Shares (unless sold to the public in an underwritten offering of the AMTP Shares pursuant to a registration statement filed under the Securities Act) contains a legend substantially to the following effect:

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THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO SELL, TRANSFER OR OTHERWISE DISPOSE OF SUCH SECURITY ONLY IN WHOLE SHARES AND ONLY TO PERSONS THAT ARE BOTH (1)(A) PERSONS THAT THE HOLDER REASONABLY BELIEVES ARE “QUALIFIED INSTITUTIONAL BUYERS” THAT ARE CLOSED-END FUNDS, BANKS, INSURANCE COMPANIES OR REGISTERED OPEN-END MANAGEMENT INVESTMENT COMPANIES, IN EACH CASE, IN AN OFFER AND SALE MADE PURSUANT TO RULE 144A OR ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN A MANNER NOT INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(a)(2) OF THE SECURITIES ACT; (B) TENDER OPTION BOND TRUSTS OR OTHER SIMILAR INVESTMENT VEHICLES IN WHICH ALL INVESTORS ARE PERSONS THE HOLDER REASONABLY BELIEVES ARE QUALIFIED INSTITUTIONAL BUYERS THAT ARE CLOSED-END FUNDS, BANKS, INSURANCE COMPANIES, OR REGISTERED OPEN-END MANAGEMENT INVESTMENT COMPANIES; (C) ELIGIBLE REPURCHASE AGREEMENT COUNTERPARTIES, PROVIDED THAT THE HOLDER RETAINS THE VOTING RIGHTS (SUBJECT TO ANY VOTING TRUST AGREEMENT AND EXCEPT IN THE CASE OF AN EVENT OF DEFAULT UNDER THE RELATED REPURCHASE AGREEMENT) WITH RESPECT TO ANY AMTP SHARES BEING TRANSFERRED TO AN ELIGIBLE REPURCHASE AGREEMENT COUNTERPARTY; (D) DB AFFILIATES WHO ARE EITHER QIBS OR ACCREDITED INVESTORS; OR (E) PERSONS THAT THE ISSUER OF THE SECURITY HAS APPROVED IN WRITING TO BE A HOLDER OF THE SECURITY AND (2) PERSONS THAT ARE EITHER (I) NOT A NUVEEN PERSON OR (II) A NUVEEN PERSON, PROVIDED THAT (X) SUCH NUVEEN PERSON WOULD, AFTER SUCH SALE AND TRANSFER, OWN NOT MORE THAN 20% OF THE OUTSTANDING AMTP SHARES, OR (Y) THE PRIOR WRITTEN CONSENT OF THE FUND AND THE HOLDER(S) OF MORE THAN 50% OF THE OUTSTANDING AMTP SHARES HAS BEEN OBTAINED.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE AGREED THAT, IN CONNECTION WITH ANY TRANSFER OF AMTP SHARES, IT IS TRANSFERRING TO THE TRANSFEREE THE RIGHT TO RECEIVE FROM THE FUND ANY DIVIDENDS DECLARED AND UNPAID FOR EACH DAY PRIOR TO THE TRANSFEREE BECOMING THE BENEFICIAL OWNER OF THE AMTP SHARES IN EXCHANGE FOR PAYMENT OF THE PURCHASE PRICE FOR SUCH AMTP SHARES BY THE TRANSFEREE.

7. The Transferee has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Transferred Shares, and has so evaluated the merits and risks of such investment. The Transferee is able to bear the economic risk of an investment in the Transferred Shares and, at the present time, is able to afford a complete loss of such investment.

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8. Other than consummating the purchase of the Transferred Shares, the Transferee has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Transferee, executed any other purchases of securities of the Fund which may be integrated with the proposed purchase of the Transferred Shares by the Transferee.

9. The Transferee acknowledges that it has received a copy of the Purchase Agreement and Appendices thereto and agrees to abide by any obligations therein binding on a transferee of the AMTP Shares and the confidentiality obligations therein with respect to information relating to the Fund as if it were the Transferor.

10. The Transferee acknowledges that it has been given the opportunity to obtain from the Fund the information referred to in Rule 144A(d)(4) under the Securities Act, and has either declined such opportunity or has received such information and has had access to and has reviewed all information, documents and records that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Transferred Shares and that the Transferee understands the risk and other considerations relating to such investment.

11. The Transferee acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision relating to the Transferred Shares. The Transferee understands that any materials presented to the Transferee in connection with the purchase and sale of the Transferred Shares does not constitute legal, tax or investment advice from the Fund. The Transferee has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with the purchase of the Transferred Shares.

12. The Transferee acknowledges that each of Transferor and the Fund and their respective affiliates and others will rely on the acknowledgments, representations and warranties contained in this Transferee’s Certificate as a basis for exemption of the sale of the Transferred Shares under the Securities Act, under the securities laws of all applicable states, and for other purposes. The Transferee agrees to promptly notify the Fund and the Transferor if any of the acknowledgments, representations or warranties set forth herein are no longer accurate. If the Transferee is acquiring any securities as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

13. This Transferee’s Certificate shall be governed by and construed in accordance with the laws of the State of New York.

14. The Transferee agrees to provide, together with this completed and signed Transferee’s Certificate, a completed and signed IRS Form W-9, Form W-8 or successor form, as applicable.

[Signature Page Follows.]

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The undersigned has provided a completed and signed IRS Form W-9, Form W-8 or successor form, as applicable, and has caused this Transferee’s Certificate to be executed by its duly authorized representative as of the date set forth below.

Date: ______________________

Name of Transferee (use exact name in which Transferred Shares are to be registered):

Authorized Signature

Print Name and Title

Address of Transferee for Registration of Transferred Shares:

Transferee’s taxpayer identification number:

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EXHIBIT D

INFORMATION TO BE PROVIDED BY THE FUND

Reporting as of:____________

TOB Floaters: $____________

CUSIP	Portfolio Name	Description	Market Value	Par Value	Rating	State
[●]	[●]	[●]	[●]	[●]	[●]	[●]

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