DISTRIBUTION AGREEMENT NUVEEN MUNICIPAL VALUE FUND, INC. Chicago, Illinois 60606Distribution Agreement • December 17th, 2010 • Nuveen Municipal Value Fund Inc • Illinois
Nuveen Municipal Value Fund, Inc. is a Minnesota corporation 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. 333-166840 and 811-05120) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional shares of common stock of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.
NUVEEN MUNICIPAL VALUE FUND, INC. Common Stock ($0.01 par value) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 17th, 2010 • Nuveen Municipal Value Fund Inc • New York
Nuveen Investments, LLC, a Delaware limited liability company (the “Manager”), confirms its agreement, subject to the terms and conditions stated herein, to retain Stifel, Nicolaus & Company, Incorporated (the “Agent”) as the Manager’s exclusive sub-placement agent with respect to registered at-the-market offerings of 19,600,000 shares (the “Shares”) of the common stock, $0.01 par value per share (the “Common Stock”), of Nuveen Municipal Value Fund, Inc., a Minnesota corporation (the “Fund”), on the terms set forth in Section 2 of this Equity Distribution Agreement (the “Agreement”). The Fund’s investment adviser is Nuveen Asset Management, a Delaware corporation (the “Adviser”).
