0001193125-16-784039 Sample Contracts

DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • December 2nd, 2016 • Nuveen California Municipal Value Fund Inc • New York

From time to time Nuveen Securities, LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by Nuveen California Municipal Value Fund, Inc, a Minnesota corporation (the “Fund”), of the Fund’s common stock, par value $0.01 per share (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, a certain number of shares of the Fund’s Common Stock.

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NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. Chicago, Illinois 60606
Nuveen California Municipal Value Fund Inc • December 2nd, 2016

Nuveen California 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- 213468 and 811-05235) (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.

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