Nuveen Securities, LLC
333 West Wacker Drive
Chicago, Illinois 60606
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
RE: At-the-Market Offerings by Nuveen
Municipal High Income Opportunity Fund
Ladies and Gentlemen:
From time to time Nuveen Securities, LLC (the "Manager", "we" or "us") will act as manager
of registered at-the-market offerings by Nuveen Municipal High Income Opportunity Fund, a Massachusetts business trust (the "Fund"), of the Funds common stock, par value $0.01 per share
(the "Common Stock"). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, a certain number of shares of the Funds Common Stock.
We hereby agree to retain UBS Securities LLC (the "Dealer" or "you") as a sub-placement agent with respect
to such shares as we may specify (the "Shares") to be issued and sold by the Fund in such offerings of the Shares (the "Offerings"), and you agree to act in such capacity, all upon, and subject to, the terms and
conditions set forth below:
SECTION 1. Description of Offerings.
(a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an
"Offering Date") that is a trading day for the exchange on which the Funds Shares are listed and primarily trade (the "Stock Exchange") (other than a day on which the Stock Exchange is scheduled to close prior
to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in
any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated
in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares.
(b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if
such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the
Shares; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.
(c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through
transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.
(d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be
the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed