Common use of Disclaimer of Liability of Trustees and Beneficiaries Clause in Contracts

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 2014 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and Fund, the Investment Adviser and the Sub-Advisor in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN FUND ADVISERS, INC. By: Name: Title: NUVEEN ASSET MANAGEMENT MANAGEMENT, LLC By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 2016 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and Fund, the Investment Adviser and the Sub-Advisor in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN FUND ADVISORS, INC. By: Name: Title: NUVEEN ASSET MANAGEMENT MANAGEMENT, LLC By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 2014 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX MXXXXX SXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 2014 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or trustee Trustee of the Fund in his or her capacity as an officer or trustee Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the trusteesTrustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please sign and return to us a counterpart hereofso indicate in the space provided below, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, the Fund and the Investment Adviser in accordance with its termsseverally. Very truly yours, NUVEEN ALL CAP ENERGY MLP OPPORTUNITIES FUND By: Name: Title: NUVEEN ASSET MANAGEMENT FUND ADVISORS, LLC By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTEDADVISORY RESEARCH, INC. By: Title: Accepted and agreed to as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For , on behalf of themselves and the other several Underwriters named in Schedule A hereto. UBS SECURITIES LLC By: Title: By: Title: SCHEDULE A Underwriters Number of MuniFund Term Preferred Shares, [ ]% Series 2015 SCHEDULE BShares UBS Securities LLC Total

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and Fund, the Investment Adviser and the Sub-Advisor in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN FUND ADVISORS, INC. By: Name: Title: NUVEEN ASSET MANAGEMENT MANAGEMENT, LLC By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 2014 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and Fund, the Investment Adviser and the Sub-Advisor in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN FUND ADVISORS, INC. By: Name: Title: NUVEEN ASSET MANAGEMENT MANAGEMENT, LLC By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 2016 SCHEDULE B

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 2014 SCHEDULE BB 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $10.00.