Nuveen Funds.
333 West Wacker Drive
Chicago, IL 60606
Item 2. Identity and Background.
(a) Karpus Management, Inc., d/b/a Karpus Investment Management (“KIM”), George W. Karpus, President, Director and controlling stockholder.
(b) The address of KIM’s principal place of business and principal office is: 183 Sully’s Trail, Pittsford, New York 14534.
(c) Principal business and occupation - Investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts and others.
(d) None of the Principals or KIM has been convicted in the past 5 years of any criminal proceeding (excluding traffic violations).
(e) During the last 5 years none of the Principals or KIM has been a party to a civil proceeding as a result of which any of them is subject to a judgment, decree, or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Principals is a United States citizen. KIM is a New York corporation.
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the undersigned. This Amendment amends the original Schedule 13D as specifically set forth.
Item 3. Source and Amount of Funds or Other Considerations.
KIM, an independent investment advisor, has accumulated 4,453,423 shares of the Nuveen Dividend Advantage Municipal Fund 3 on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 11.02% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts.
Item 4. Purpose of Transaction.
KIM has purchased Shares for the Accounts for investment purposes. However, KIM reserves the right to contact management with regard to concerns that they have with respect to the Fund. This may include letters to the Board and/or other communications with Fund management. Being an independent registered investment advisor, with a specialty focus in closed end funds, the profile of Nuveen Dividend Advantage Municipal Fund 3 fits the investment guidelines for various Accounts. Shares have been acquired since December 18, 2012.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Report, KIM represents beneficial ownership of 4,453,423 shares or 11.02% of the outstanding shares.
George W. Karpus presently owns 272,676 shares.
Dana R. Consler presently owns 1,400 shares.
Karpus Management, Inc. presently owns 22,127 shares
Karpus Management Defined Benefit Plan presently owns 7,575 shares.
None of the other principals of KIM presently own shares of the Nuveen Dividend Advantage Municipal Fund 3.
(b) KIM has the sole power to dispose of and to vote all of such Shares under limited powers of attorney.
(c) Open market transactions for the last 60 days for the Accounts. There have been no dispositions and no acquisitions, other than by such open market transactions:
Date Shares Price Per Share
7/17/2014 429,782 $13.77
7/18/2014 5,401 $13.86
7/21/2014 37,987 $13.92
7/22/2014 56,200 $13.91
7/23/2014 (5,642) $13.98
7/28/2014 4,100 $13.99
7/28/2014 (2,589) $13.98
7/29/2014 (6,779) $13.98
7/31/2014 4,900 $13.80
7/31/2014 (551) $13.85
8/1/2014 350 $13.85
8/4/2014 5,050 $13.75
8/4/2014 (14,150) $13.74
8/5/2014 16,000 $13.71
8/5/2014 (5,249) $13.71
8/6/2014 8,049 $13.76
8/7/2014 1,100 $13.87
8/8/2014 (1,200) $13.95
8/14/2014 (1,000) $14.00
8/21/2014 (400) $13.97
8/26/2014 (1,600) $13.99
The Accounts have the right to receive all dividends from, and any proceeds from the sale of the Shares. None of the Accounts has an interest in Shares constituting more than 5% of the Shares outstanding.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements, understandings or relationships of any kind among the Principals and KIM and between any of them and any other person with respect to any of the Nuveen Dividend Advantage Municipal Fund 3 securities.
Item 7. Materials to be Filed as Exhibits.
None