Nuveen California Dividend Advantage Municipal Fund 3 Sample Contracts

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AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 15th, 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”).

Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • May 31st, 2011 • Nuveen California Dividend Advantage Municipal Fund 3 • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an

UNDERWRITING AGREEMENT
Underwriting Agreement • May 31st, 2011 • Nuveen California Dividend Advantage Municipal Fund 3 • New York
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 • November 12th, 2009 • Nuveen California Dividend Advantage Municipal 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 CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 15th, 2011 • Nuveen California Dividend Advantage Municipal Fund 3

This Agreement made this 31st day of July 2008 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”), to be effective August 1, 2008.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 15th, 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”).

Shares NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • September 24th, 2001 • Nuveen California Dividend Advantage Municipal Fund 3 • New York
I SERVICES --------
Shareholder Transfer Agency Agreement • September 24th, 2001 • Nuveen California Dividend Advantage Municipal Fund 3 • New York
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 • April 15th, 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.

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 15th, 2011 • Nuveen California Dividend Advantage Municipal Fund 3

This Agreement made this 28th day of May 2009 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”);

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Closed-End Municipal Bond Funds)
Investment Sub-Advisory Agreement • April 15th, 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”).

WITNESSETH:
Nuveen California Dividend Advantage • September 24th, 2001 • Nuveen California Dividend Advantage Municipal Fund 3
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 12th, 2009 • 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”).

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Agreement • April 15th, 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 3, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “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”);

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen California Dividend Advantage Municipal Fund 3 811-10347 333-58712 We hereby incorporate by reference a new Sub- Advisory Agreement filed as Exhibit 99G.5 to...
Nuveen California Dividend Advantage Municipal Fund 3 • May 2nd, 2011

We hereby incorporate by reference a new Sub- Advisory Agreement filed as Exhibit 99G.5 to Conformed Submission Type N-2A, accession number 0001193125-11-081798, on March 30, 2011.

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