NUVEEN MUNICIPAL VALUE FUND, INC. Common Stock ($0.01 par value) AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 8th, 2011 • 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 Amended and Restated Equity Distribution Agreement (the “Agreement”). This Agreement amends and restates the original Equity Distribution Agreement, dated December 8, 2010, between the Agent, the Manager and Nuveen Fund Advisors, Inc. (formerly known as Nuveen Asset Management) (the “Prior Agreement”). The Fund’s investment adviser is Nuveen Fund Advisors, Inc., a Delaware corporation, and the Fund’s investment sub-adviser is Nuveen Asset Management, LLC
