0001193125-12-513285 Sample Contracts

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 21st, 2012 • Nuveen Michigan Quality Income Municipal Fund Inc • Illinois

AGREEMENT made this day of , by and between Nuveen Michigan Quality Income Municipal Fund, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, INC., a Delaware corporation (the “Adviser”).

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 21st, 2012 • Nuveen Michigan Quality Income Municipal Fund Inc • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 27th day of August, 2012 by and among Nuveen Michigan Quality Income Municipal Fund, Inc., a Minnesota corporation (the “Acquiring Fund”), and each of Nuveen Michigan Premium Income Municipal Fund, Inc., a Minnesota corporation (“Premium Income” or an “Acquired Fund”) and Nuveen Michigan Dividend Advantage Municipal Fund, a Massachusetts business trust (“Dividend Advantage” or an “Acquired Fund” and together with Premium Income, the “Acquired Funds”). The Acquiring Fund and each Acquired Fund may be referred to herein each as a “Fund” and collectively as the “Funds.”

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Closed-End Municipal Bond Funds after November 2012)
Sub-Advisory Agreement • December 21st, 2012 • Nuveen Michigan Quality Income Municipal Fund Inc • Illinois

THIS AGREEMENT is made as of the day of , between Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”), and Nuveen Asset Management, LLC a Delaware limited liability company (the “Sub-Adviser”).

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