AMTP Shares Transition Agreement Nuveen Municipal High Income Opportunity Fund and Banc of America Preferred Funding Corporation April 24, 2023

SECTION

PAGE

ARTICLE I DEFINITIONS		2
1.1	Incorporation of Certain Definitions by Reference	7
ARTICLE II PURCHASE AND TRANSFER; EXPENSES; ADDITIONAL FEE		7
2.1	Transition	7
2.2	Operating Expenses	8
2.3	Fees	8
2.4	Additional Fee for Failure to Comply with Reporting Requirement	8
ARTICLE III CONDITIONS TO EFFECTIVE DATE		9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND		10
4.1	Existence	10
4.2	Authorization; Contravention	10
4.3	Binding Effect	10
4.4	Financial Information	11
4.5	Litigation	11
4.6	Consents	11
4.7	Incorporation of Additional Representations and Warranties	11
4.8	Complete and Correct Information	12
4.9	Offering Memorandum	12
4.10	1940 Act Registration	12
4.11	Effective Leverage Ratio; Asset Coverage	12
4.12	Investment Policies	13
4.13	Credit Quality	13
4.14	Due Diligence	13
4.15	Certain Fees	13
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BANC OF AMERICA		13
5.1	Existence	13
5.2	Authorization; Contravention	14
5.3	Binding Effect	14
5.4	Own Account	14
5.5	Litigation	14
5.6	Consents	14
5.7	Banc of America Status	15
5.8	Experience of Banc of America	15
5.9	[Reserved]	15
5.10	Access to Information	15
5.11	Due Diligence	15
5.12	Certain Fees	15
ARTICLE VI COVENANTS OF THE FUND		16
6.1	Information	16
6.2	No Amendment or Certain Other Actions Without Consent of Banc of America	18
6.3	Maintenance of Existence	18
6.4	Tax Status of the Fund	18
6.5	Payment Obligations	19

6.6	Compliance With Law	19
6.7	Maintenance of Approvals: Filings, Etc.	19
6.8	Inspection Rights	19
6.9	Litigation, Etc.	20
6.10	1940 Act Registration	20
6.11	Eligible Assets	20
6.12	Credit Quality	20
6.13	Maintenance of Effective Leverage Ratio	20
6.14	Redemption and Paying Agent	21
6.15	Cooperation in the Sale of the AMTP Shares	21
6.16	Securities Depository	21
6.17	Future Agreements	21
6.18	Tax Opinion in Connection with Adjusted Dividend Rate or Adjusted Rate Terms	22
ARTICLE VII COVENANTS OF BANC OF AMERICA		22
7.1	Third Party Purchase – Mandatory Tender	22
7.2	Actions in Connection with Transfers of AMTP Shares	22
ARTICLE VIII MISCELLANEOUS		22
8.1	Notices	22
8.2	No Waivers	23
8.3	Expenses and Indemnification	24
8.4	Amendments and Waivers	26
8.5	Successors and Assigns	26
8.6	Term of this Agreement	27
8.7	Governing Law	27
8.8	Waiver of Jury Trial	27
8.9	Counterparts	27
8.10	Beneficiaries	27
8.11	Entire Agreement	28
8.12	Relationship to the Statement	28
8.13	Confidentiality	28
8.14	Severability	29
8.15	Consent Rights of the Majority Participants to Certain Actions.	29
8.16	Disclaimer of Liability of Trustees and Beneficiaries.	31

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

1.1	Incorporation of Certain Definitions by Reference

2.1	Transition

(a)

On the Effective Date Banc of America or a representative thereof duly authorized to act on its behalf, as Third Party Purchaser, will acquire 1,000 AMTP Shares, originally sold on initial issuance in a transaction to DB, by payment of the Third Party Purchase Price in immediately available funds to the Securities Depository to be paid to DB through the account of the Securities Depository.

(b)

Banc of America 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 Banc of America 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 Banc of America 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) Banc of America 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.

2.2	Operating Expenses

2.3

Fees

(a)

The Fund shall pay amounts due to be paid by it hereunder (including any incidental expenses but not including redemption or dividend payments on the AMTP Shares) as operating expenses.

(b)

The Fund shall pay up to $50,000 of the reasonable documented fees and expenses of Banc of America’s outside counsel in connection with (i) the negotiation and documentation of the transactions contemplated by this Agreement and (ii) the initial organization and set up of a voting trust to be formed with respect to the AMTP Shares (the “Voting Trust”).

(c)

With respect to the fees and expenses described in subsection (b) of 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

(a)

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

(b)

the AMTP Shares will continue to maintain its long-term credit rating from ▇▇▇▇▇’▇ on the Effective Date;

(c)

receipt by Banc of America 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 Banc of America 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 Banc of America 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;

(g)

Banc of America, 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 Banc of America 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 Banc of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of corporate proceedings as Banc of America 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.

4.1

Existence

4.2	Authorization; Contravention

4.3	Binding Effect

4.4	Financial Information

4.5	Litigation

4.6

Consents

4.7	Incorporation of Additional Representations and Warranties

4.8	Complete and Correct Information

4.9	Offering Memorandum

4.10	1940 Act Registration

4.11	Effective Leverage Ratio; Asset Coverage

4.12	Investment Policies

4.13	Credit Quality

4.14	Due Diligence

4.15	Certain Fees

5.1

Existence

5.2	Authorization; Contravention

5.3	Binding Effect

5.4	Own Account

5.5	Litigation

5.6

Consents

5.7	Banc of America Status

5.8	Experience of Banc of America

5.9	[Reserved]

5.10	Access to Information

5.11	Due Diligence

5.12	Certain Fees

6.1	Information

(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(g)(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;

(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 on the AMTP Shares 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 Banc of America, 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;

(o)

within two (2) Business Days after the fifteenth (15th) 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 (15th) 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 Banc of America 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.

6.2	No Amendment or Certain Other Actions Without Consent of Banc of America

6.3	Maintenance of Existence

6.4	Tax Status of the Fund

6.5	Payment Obligations

6.6	Compliance With Law

6.7	Maintenance of Approvals: Filings, Etc.

6.8	Inspection Rights

6.9	Litigation, Etc.

6.10	1940 Act Registration

6.11	Eligible Assets

6.12	Credit Quality

6.13	Maintenance of Effective Leverage Ratio

6.14	Redemption and Paying Agent

6.15	Cooperation in the Sale of the AMTP Shares

6.16	Securities Depository

6.17	Future Agreements

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

7.1	Third Party Purchase – Mandatory Tender

7.2	Actions in Connection with Transfers of AMTP Shares

8.1

Notices

	(a)	if to the Fund:
		Nuveen Municipal High Income Opportunity Fund
		▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
		Chicago, IL 60606
		Attention:  ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and Secretary
		Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
		Email:  ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
	(b)	if to Banc of America:
		Banc of America Preferred Funding Corporation
		One Bryant Park
		▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
		New York, New York 10036
		Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇
		Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
		Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇
		▇▇▇▇.▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
		▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
		▇▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
		▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇
		▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

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 Banc of America 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 Banc of America 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 Banc of America 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 Banc of America 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 Banc of America may require, pay in the first instance or reimburse Banc of America (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 Banc of America 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 Banc of America, unless Banc of America shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

(b)

The Fund agrees to indemnify and hold harmless Banc of America and each other Indemnified Person of Banc of America 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 2023 Transition of the AMTP Shares by the Fund or the holding of the AMTP Shares by Banc of America (x) that Banc of America 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 Banc of America 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 Banc of America 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 Banc of America 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 Banc of America 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 Banc of America 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 Optional Redemption Premium paid by the Fund to Banc of America 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 Banc of America 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.

(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.

(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.

8.4	Amendments and Waivers

8.5	Successors and Assigns

8.6	Term of this Agreement

8.7	Governing Law

8.8	Waiver of Jury Trial

8.9	Counterparts

8.10	Beneficiaries

8.11	Entire Agreement

8.12	Relationship to the Statement

8.13	Confidentiality

8.14	Severability

8.15	Consent Rights of the Majority Participants to Certain Actions.

(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 subject to the 2023 Transition pursuant to this Agreement, currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2028, of the Fund, and currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2031, 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.

(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(i) 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.

8.16	Disclaimer of Liability of Trustees and Beneficiaries.

	NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND

	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Vice President & Secretary

	BANC OF AMERICA PREFERRED FUNDING CORPORATION

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:   Managing Director

Description of Shares:	1,000 Nuveen Municipal High Income Opportunity Fund Adjustable Rate MuniFund Term Preferred Shares, Series 2032, with a Liquidation Preference of $100,000 per share.
	CUSIP No. 670682 111

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

•

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

•

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.

•

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.

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 Banc of America that such assets are eligible for purchase by Banc of America.

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 Banc of America and its internal and external auditors and inspectors as Banc of America 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.

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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