0001193125-11-017550 Sample Contracts

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • January 28th, 2011 • Nuveen California Dividend Advantage Municipal 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”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2011 • Nuveen California Dividend Advantage Municipal Fund 3 • Illinois

AGREEMENT made this 13th day of November 2007, by and between Nuveen California Dividend Advantage Municipal Fund 3, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A And State Street Bank and Trust Company
Agency and Service Agreement • January 28th, 2011 • Nuveen California Dividend Advantage Municipal Fund 3

This Amendment is made as of this 14th day of October 2009, between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (defined below) (collectively, the “Fund”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 16.1 (Amendment) of the Transfer Agency and Service Agreement between the Fund and the Transfer Agent dated October 7, 2002, as amended, (the “Agreement”), the parties desire to amend the Agreement as set forth herein.

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Closed-End Municipal Bond Funds)
Investment Sub-Advisory Agreement • January 28th, 2011 • Nuveen California Dividend Advantage Municipal Fund 3 • Illinois

THIS AGREEMENT is made as of the 31st day of December, 2010, between Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”), and Nuveen Asset Management, LLC a Delaware limited liability company (the “Sub-Adviser”).

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Agreement • January 28th, 2011 • Nuveen California Dividend Advantage Municipal Fund 3

This Agreement made this 26th day of May 2010 by and between Nuveen California Dividend Advantage Municipal Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”);

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