Nuveen Enhanced Municipal Value Fund Sample Contracts

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • September 1st, 2009 • Nuveen Enhanced Municipal Value Fund • Massachusetts

This Agreement between those NUVEEN INVESTMENT COMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a “Fund” and collectively as the “Funds”) listed on Appendix A hereto (hereinafter “Appendix A” as it may be amended from time to time), which may be Massachusetts business trusts or have such other form of organization as may be indicated, and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • April 4th, 2014 • Nuveen Enhanced Municipal Value Fund • New York

From time to time Nuveen Securities, LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by Nuveen Enhanced Municipal Value Fund, a Massachusetts business trust (the “Fund”), of the Fund’s 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 Fund’s Common Stock.

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
Agency and Service Agreement • September 1st, 2009 • Nuveen Enhanced Municipal Value Fund • 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”).

NUVEEN ENHANCED MUNICIPAL VALUE FUND Chicago, Illinois 60606
Nuveen Enhanced Municipal Value Fund • April 4th, 2014

Nuveen Enhanced Municipal Value Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-193749 and 811-22323) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]
Master Selected Dealer Agreement • September 24th, 2009 • Nuveen Enhanced Municipal Value Fund • New York

In connection with public offerings of securities (“Securities”) of registered investment companies sponsored by Nuveen Investments (“Nuveen”) which are underwritten by a group of underwriters (“Underwriters”) which are represented by Nuveen alone or in conjunction with other firms (the “Representatives”), you (a “Dealer”) may be offered from time to time the opportunity to purchase a portion of such securities, as a principal, at a discount from the public offering price representing a selling concession or reallowance granted as consideration for services rendered in the distribution of such securities, subject to the terms and conditions of this Agreement.

Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 FORM OF STANDARD DEALER AGREEMENT
Dealer Agreement • September 24th, 2009 • Nuveen Enhanced Municipal Value Fund • New York

In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Closed-End Municipal Bond Funds)
Investment Sub-Advisory Agreement • August 24th, 2012 • Nuveen Enhanced Municipal Value Fund • Illinois

THIS AGREEMENT is made as of the 31st day of December, 2010, between Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”), and Nuveen Asset Management, LLC a Delaware limited liability company (the “Sub-Adviser” and with the Adviser, a “Party” or “Parties”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 24th, 2009 • Nuveen Enhanced Municipal Value Fund • Illinois

AGREEMENT made this 26th day of August, 2009, by and between Nuveen Enhanced Municipal Value Fund, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement And State Street Bank and Trust Company
Transfer Agency and Service Agreement • March 28th, 2016 • Nuveen Enhanced Municipal Value Fund

This Amendment is made as of this 15th day of July 2015 to the Transfer Agency and Service Agreement dated October 7, 2002, as amended (the “Agreement”) between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 16.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

FORM OF MASTER AGREEMENT AMONG UNDERWRITERS
Form of Master Agreement • September 24th, 2009 • Nuveen Enhanced Municipal Value Fund • New York

This Agreement, as amended or supplemented by the Invitation, shall become effective with respect to our participation in an offering of securities if you receive our oral or written acceptance and you do not receive a written communication revoking our acceptance prior to the time and date specified in the Invitation (our unrevoked acceptance after expiration of such time and date being hereinafter referred to as our “Acceptance”). Our Acceptance will constitute our confirmation that, except as otherwise stated in such Acceptance, each statement included in the Master Underwriters’ Questionnaire set forth as Exhibit A hereto (or otherwise furnished to us) is correct. The issuer of the securities in any offering of securities made pursuant to this Agreement is hereinafter referred to as the “Issuer.” If the Purchase Agreement does not provide for an over-allotment option, the securities to be purchased are hereinafter referred to as the “Securities”; if the Purchase Agreement provides

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 23rd, 2015 • Nuveen Enhanced Municipal Value Fund • Illinois

AGREEMENT made this this 1st day of October 2014, by and between Nuveen Enhanced Municipal Value Fund, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).

NUVEEN ENHANCED MUNICIPAL VALUE FUND Subscription Agreement
Nuveen Enhanced • September 1st, 2009 • Nuveen Enhanced Municipal Value Fund

This Agreement made this August 26, 2009 by and between Nuveen Enhanced Municipal Value Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management (the “Subscriber”);

NUVEEN ENHANCED MUNICIPAL VALUE FUND Subscription Agreement
Nuveen Enhanced Municipal Value Fund • August 24th, 2012 • Nuveen Enhanced Municipal Value Fund

This Agreement made this August 26, 2009 by and between Nuveen Enhanced Municipal Value Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management (the “Subscriber”);

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Closed-End Municipal Bond Funds)
Investment Sub-Advisory Agreement • February 23rd, 2015 • Nuveen Enhanced Municipal Value Fund • Illinois

THIS AGREEMENT is made as of the 1st day of October 2014, between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Nuveen Asset Management, LLC a Delaware limited liability company (the “Sub-Adviser”).

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Enhanced Municipal Value Fund 811-22323 We hereby incorporate by reference a new Sub- Advisory Agreement for the above-referenced fund, filed as Exhibit 99G.5 to...
Nuveen Enhanced Municipal Value Fund • June 29th, 2011

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.

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