Nuveen Virginia Premium Income Municipal Fund Sample Contracts

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 • March 8th, 2011 • Nuveen Virginia Premium Income Municipal Fund • 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

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AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal 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”).

DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • September 20th, 2013 • Nuveen Virginia Premium Income Municipal 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 Virginia Premium Income Municipal 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
Transfer Agency and Service Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal 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”).

UNDERWRITING AGREEMENT
Underwriting Agreement • January 20th, 2010 • Nuveen Virginia Premium Income Municipal Fund • New York
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND Chicago, Illinois 60606
Distribution Agreement • September 20th, 2013 • Nuveen Virginia Premium Income Municipal Fund

Nuveen Virginia Premium Income Municipal 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. 333-187391 and 811-07490) (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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal Fund

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

NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]
Master Selected Dealer Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal 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.

AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A And State Street Bank and Trust Company
Transfer Agency and Service Agreement • October 28th, 2009 • Nuveen Virginia Premium Income Municipal Fund

This Amendment is made as of this 14th day of October 2009, between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (defined below) (collectively, the “Fund”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 16.1 (Amendment) of the Transfer Agency and Service Agreement between the Fund and the Transfer Agent dated October 7, 2002, as amended, (the “Agreement”), the parties desire to amend the Agreement as set forth herein.

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 20th, 2013 • Nuveen Virginia Premium Income Municipal Fund

This Amendment is made as of this 1st day of July 2011 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.

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Closed-End Municipal Bond Funds)
Investment Sub-Advisory Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal 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”).

NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal Fund

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

NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal Fund

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

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Virginia Premium Income Municipal Fund We hereby incorporate by reference a new Sub- Advisory Agreement for the above-referenced fund, filed as Exhibit 99G.5 to...
Sub-Advisory Agreement • August 1st, 2011 • Nuveen Virginia Premium Income Municipal Fund

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) Copies of any new or amended investment advisory contract Nuveen Virginia Premium Income Municipal Fund 33-58242 811-7490 We hereby incorporate by reference the form of the new Investment Management Agreement filed in...
Investment Management Agreement • January 30th, 2006 • Nuveen Virginia Premium Income Municipal Fund

We hereby incorporate by reference the form of the new Investment Management Agreement filed in Proxy materials in the SEC filing on June 20, 2005, under Conformed Submission Type DEF 14A, accession number 0000950137-05- 007580.

NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 18th, 2011 • Nuveen Virginia Premium Income Municipal Fund

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

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