0001193125-07-064370 Sample Contracts

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 26th, 2007 • Nuveen Core Equity Alpha 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”).

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AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 26th, 2007 • Nuveen Core Equity Alpha 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”).

Master Agreement Among Underwriters
Master Agreement Among Underwriters • March 26th, 2007 • Nuveen Core Equity Alpha Fund • New York

We hereby agree that this Master Agreement Among Underwriters (this “Agreement”) will apply to our participation in offerings of securities where you act as Manager or one of the Managers of the underwriting syndicate (including offerings subject to competitive bidding where you act as Representative of a group of bidders or purchasers). The issuer of the securities is referred to as the “Company”, the seller of any such securities other than the Company is referred to as the “Seller” and such securities are referred to as the “Securities”.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • Illinois

AGREEMENT made as of this th day of February, 2007 by and between Nuveen Asset Management, a Delaware corporation and a federally registered investment adviser (“Manager”), and Enhanced Investment Technologies, LLC, a Delaware limited liability company and a federally registered investment adviser (“INTECH” or “Sub-Adviser”).

NUVEEN CORE EQUITY ALPHA FUND Subscription Agreement
Subscription Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund

This Agreement made this 7th day of March 2007 by and between Nuveen Core Equity Alpha Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Subscriber”);

MASTER SELECTED DEALER AGREEMENT
Selected Dealer Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • New York

Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • Illinois

AGREEMENT made this 25th day of January 2007, by and between NUVEEN CORE EQUITY ALPHA FUND, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

AMENDMENT No. 4 TO LICENSE AGREEMENT
License Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund

STANDARD & POOR’S, a division of The McGraw-Hill Companies, Inc. (“S&P”), a New York corporation, having an office at 55 Water Street, New York, NY 10041, and Nuveen Asset Management (“Licensee”), a Delaware Corporation, having an office at 333 West Wacker Drive, Chicago, IL 60606, on behalf of the Nuveen Core Equity Alpha Fund. The effective date of this Amendment No. 4 is .

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