0001193125-12-159038 Sample Contracts

Morgan Stanley & Co. Incorporated FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • April 11th, 2012 • Nuveen Select Quality Municipal Fund Inc • 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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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 • April 11th, 2012 • Nuveen Select Quality Municipal Fund Inc

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 MANAGEMENT AGREEMENT
Investment Management Agreement • April 11th, 2012 • Nuveen Select Quality Municipal Fund Inc

AGREEMENT made this 13th day of November 2007, by and between Nuveen Select Quality Municipal Fund, Inc., a Minnesota corporation (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

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