0001193125-09-035411 Sample Contracts

NUVEEN MUNICIPAL VALUE FUND 2 [ ] Common Shares of Beneficial Interest ($0.01 par value) UNDERWRITING AGREEMENT

Underwriting Agreement • February 24th, 2009 • Nuveen Municipal Value Fund 2 • New York

• Contract Type
  Underwriting Agreement
• Filed
  February 24th, 2009
• Company
  Nuveen Municipal Value Fund 2
• Jurisdiction
  New York

The undersigned, Nuveen Municipal Value Fund 2, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (“NAM” or “Adviser”), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named in Schedule I hereto (the “Underwriters”). The Fund proposes to sell to the Underwriters [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) (said shares to be issued and sold by the Fund being hereinafter

INVESTMENT MANAGEMENT AGREEMENT

Investment Management Agreement • February 24th, 2009 • Nuveen Municipal Value Fund 2 • Illinois

• Contract Type
  Investment Management Agreement
• Filed
  February 24th, 2009
• Company
  Nuveen Municipal Value Fund 2
• Jurisdiction
  Illinois

AGREEMENT made this 23rd day of February, 2009, by and between Nuveen Municipal Value Fund 2, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

NUVEEN MUNICIPAL VALUE FUND 2 Subscription Agreement

Subscription Agreement • February 24th, 2009 • Nuveen Municipal Value Fund 2

• Contract Type
  Subscription Agreement
• Filed
  February 24th, 2009
• Company
  Nuveen Municipal Value Fund 2

This Agreement made this January 20, 2009 by and between Nuveen Municipal Value Fund 2, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management (the “Subscriber”);