Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 Sample Contracts

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UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • March 25th, 2002 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 • New York
Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • October 20th, 2010 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an

W I T N E S S E T H -------------------
Expense Reimbursement Agreement • March 25th, 2002 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2
Transfer Agency and Service Agreement Among Each of the Nuveen Closed End Investment Companies Listed on Exhibit A Hereto and State Street Bank and Trust Company
Transfer Agency and Service Agreement • March 3rd, 2010 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 • Massachusetts

AGREEMENT made as of the 7th day of October, 2002, by and among each of the Nuveen closed-end investment companies listed on Exhibit A hereto, which may be amended from time to time, each being either a Minnesota corporation or a Massachusetts business trust as indicated on Exhibit A (each a “Fund” or the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having a principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

UNDERWRITING AGREEMENT
Underwriting Agreement • October 20th, 2010 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 • New York
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 3rd, 2010 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

This Agreement made this 31st day of July 2008 by and between Nuveen Pennsylvania Dividend Advantage Municipal Fund 2, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”), to be effective August 1, 2008.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 3rd, 2010 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

AGREEMENT made this 13th day of November 2007, by and between Nuveen Pennsylvania Dividend Advantage Municipal Fund 2, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

I SERVICES
Shareholder Transfer Agency Agreement • March 25th, 2002 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 • New York
WITNESSETH:
Subscription Agreement • March 25th, 2002 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2
Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 811-10549 We hereby incorporate by reference a new Sub- Advisory Agreement for the above-referenced fund, filed as...
Sub-Advisory Agreement • June 29th, 2011 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

We hereby incorporate by reference a new Sub- Advisory Agreement for the above-referenced fund, filed as Exhibit 99G.5 to Conformed Submission Type N-2A, accession number 0001193125-11- 074441, on March 23, 2011 for NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2.

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 333-71930 811-10549 We hereby incorporate by reference the form of the new Investment Management Agreement filed in...
Investment Management Agreement • January 29th, 2008 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

We hereby incorporate by reference the form of the new Investment Management Agreement filed in Proxy materials in the SEC filing on August 22, 2007, under Conformed Submission Type DEF 14A, accession number 0000950137-07-012817.

NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 28th, 2010 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

This Agreement made this 26th day of May 2010 by and between Nuveen Pennsylvania Dividend Advantage Municipal Fund 2, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”);

NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 3rd, 2010 • Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

This Agreement made this 28th day of May 2009 by and between Nuveen Pennsylvania Dividend Advantage Municipal Fund 2, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”);

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