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 CompanyTransfer Agency and Service Agreement • March 24th, 2009 • Nuveen Pennsylvania 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 Pennsylvania Municipal Value Fund (a Massachusetts business trust) Common Shares of Beneficial Interest (Par Value $0.01 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2009 • Nuveen Pennsylvania Municipal Value Fund • New York
AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • March 24th, 2009 • Nuveen Pennsylvania 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”).
FORM OF MASTER AGREEMENT AMONG UNDERWRITERSMaster Agreement • March 24th, 2009 • Nuveen Pennsylvania 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
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 AGREEMENTDealer Agreement • March 24th, 2009 • Nuveen Pennsylvania 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.
NUVEEN PENNSYLVANIA MUNICIPAL VALUE FUND Subscription AgreementSubscription Agreement • March 24th, 2009 • Nuveen Pennsylvania Municipal Value Fund
This Agreement made this March 16, 2009 by and between Nuveen Pennsylvania Municipal Value Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management (the “Subscriber”);
