0001193125-12-439932 Sample Contracts

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”).

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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
Transfer 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”).

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”).

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”).

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