Nuveen Select Tax Free Income Portfolio 3 Sample Contracts

DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • April 22nd, 2013 • Nuveen Select Tax Free Income Portfolio 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 Select Tax-Free Income Portfolio 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.

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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
Agency and Service Agreement • December 14th, 2012 • Nuveen Select Tax Free Income Portfolio 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 SELECT TAX-FREE INCOME PORTFOLIO 3 Chicago, Illinois 60606
Nuveen Select Tax Free Income Portfolio 3 • April 22nd, 2013

Nuveen Select Tax-Free Income Portfolio 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. 333-185496 and 811-06693) (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 MANAGEMENT AGREEMENT
Investment Management Agreement • December 14th, 2012 • Nuveen Select Tax Free Income Portfolio 3 • Illinois

AGREEMENT made this 13th day of November 2007, by and between Nuveen Select Tax-Free Income Portfolio 3, 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 Select Tax-Free Income Portfolio 3 811-06693 We hereby incorporate by reference a new Sub- Advisory Agreement for the above-referenced fund, filed as Exhibit 99G.5 to...
Nuveen Select Tax Free Income Portfolio 3 • May 31st, 2011

We hereby incorporate by reference a new Sub- Advisory Agreement for the above-referenced fund, filed as Exhibit 99G.5 to Conformed Submission Type N-2A, accession number 0001193125-11- 074441, on March 23, 2011 for NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2.

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Select Tax-Free Income Portfolio 3 811-06693 We hereby incorporate by reference a new Investment Advisory agreement, and a new Sub- Advisory Agreement, a form of...
Nuveen Select Tax Free Income Portfolio 3 • June 1st, 2015

We hereby incorporate by reference a new Investment Advisory agreement, and a new Sub- Advisory Agreement, a form of which was filed as Appendix L and Appendix M, respectively, under Conformed Submission Type DEF 14A, accession number 0001193125-14-236561, on June 16, 2014.

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Select Tax-Free Income Portfolio 3 33-48420 811-6693 We hereby incorporate by reference the form of the new Investment Management Agreement filed in Proxy materials...
Nuveen Select Tax Free Income Portfolio 3 • May 30th, 2008

We hereby incorporate by reference the form of the new Investment Management Agreement filed in Proxy materials in the SEC filing on August 22, 2007, under Conformed Submission Type DEF 14A, accession number 0000950134-07-018724.

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