EXHIBIT 5(c)
NUVEEN CALIFORNIA TAX-FREE FUND, INC.
RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
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This Agreement made this 5th day of May, 1998 by and between Nuveen California
Tax-Free Fund, Inc., a Maryland corporation (the "Fund"), and Nuveen Advisory
Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates August 1, 1998 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors, at a meeting called for the purpose of
reviewing the Agreement, have approved the Agreement and its continuance until
August 1, 1999 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 1999 and ratify and confirm the Agreement in all respects.
NUVEEN CALIFORNIA
TAX-FREE FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Vice President
ATTEST:
/s/ Xxxxx X. Xxxxx
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Assistant Secretary
NUVEEN ADVISORY CORP.
By: /s/ Xxxxxx X. Xxxxx
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Vice President
ATTEST:
/s/ Xxxxx X. Xxxxxx
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Assistant Secretary
