Nuveen Quality Preferred Income Fund 3 Sample Contracts

UNDERWRITING AGREEMENT
Nuveen Quality Preferred Income Fund 3 • December 17th, 2002 • New York
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Among
Agency and Service Agreement • December 17th, 2002 • Nuveen Quality Preferred Income Fund 3 • Massachusetts
Witnesseth:
Master Custodian Agreement • December 17th, 2002 • Nuveen Quality Preferred Income Fund 3 • Massachusetts
AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 29th, 2012 • Nuveen Quality Preferred Income Fund 3 • Massachusetts

This Agreement between those NUVEEN INVESTMENT COMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a “Fund” and collectively as the “Funds”) listed on Appendix A hereto (hereinafter “Appendix A” as it may be amended from time to time), which may be Massachusetts business trusts or have such other form of organization as may be indicated, and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • May 20th, 2013 • Nuveen Quality Preferred Income Fund 3 • 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 Quality Preferred Income Fund 3, a Massachusetts business trust (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.

Transfer Agency and Service Agreement Among Each of the Nuveen Closed End Investment Companies Listed on Exhibit A Hereto and State Street Bank and Trust Company
Agency and Service Agreement • October 29th, 2012 • Nuveen Quality Preferred Income Fund 3 • Massachusetts

AGREEMENT made as of the 7th day of October, 2002, by and among each of the Nuveen closed-end investment companies listed on Exhibit A hereto, which may be amended from time to time, each being either a Minnesota corporation or a Massachusetts business trust as indicated on Exhibit A (each a “Fund” or the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having a principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

NUVEEN QUALITY PREFERRED INCOME FUND 3 Chicago, Illinois 60606
Nuveen Quality Preferred Income Fund 3 • May 20th, 2013

Nuveen Quality Preferred Income Fund 3 is a Massachusetts business trust 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. 333-184643 and 811-21242) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 29th, 2012 • Nuveen Quality Preferred Income Fund 3 • Illinois

AGREEMENT made as of this 13th day of November, 2007 by and between Nuveen Asset Management, a Delaware corporation and a registered investment adviser (“Manager”), and Spectrum Asset Management, Inc., a Connecticut corporation and a federally registered investment adviser (“Sub-Adviser”).

Relating to
Nuveen Broker-Dealer Agreement • February 5th, 2003 • Nuveen Quality Preferred Income Fund 3 • New York
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 29th, 2012 • Nuveen Quality Preferred Income Fund 3 • Illinois

AGREEMENT made this 13th day of November 2007, by and between NUVEEN QUALITY PREFERRED INCOME FUND 3, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

WITNESSETH:
Nuveen Quality • December 17th, 2002 • Nuveen Quality Preferred Income Fund 3
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