Edgar Filing: NUVEEN REAL ESTATE INCOME FUND

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material under Rule 14a-12
NUVEEN REAL ESTATE INCOME FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(4) Date filed:

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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS - Chicago, Illinois
MARCH 5, 2003 60606
(800) 257-8787

NUVEEN QUALITY PREFERRED INCOME FUND
NUVEEN REAL ESTATE INCOME FUND
February 7, 2003

TO THE COMMON AND PREFERRED SHAREHOLDERS OF NUVEEN QUALITY PREFERRED INCOME FUND
AND NUVEEN REAL ESTATE INCOME FUND:

Notice is hereby given that the Annual Meeting (the "Annual Meeting") of the
common and preferred shareholders (collectively, the "shareholders") of each of
the Nuveen Quality Preferred Income Fund and the Nuveen Real Estate Income Fund,
Massachusetts business trusts (the "Funds"), will be held in the 31st floor
conference room of Nuveen Investments, LLC, 333 West Wacker Drive, Chicago,
Illinois, on Wednesday, March 5, 2003, at 10:00 a.m., Chicago time, for the
following purposes:

1. To elect seven (7) trustees to serve until the next Annual Meeting and
until their successors shall have been duly elected and qualified as follows:

a) five (5) trustees to be elected by the holders of common shares and
preferred shares ("FundPreferred(TM) shares") of each Fund, voting together
as a single class; and

b) two (2) trustees to be elected by the holders of FundPreferred shares
only of each Fund, voting separately as a single class.

2. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record of each Fund at the close of business on January 7, 2003
are entitled to notice of and to vote at that Fund's Annual Meeting.

YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE
MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE
NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER FOUND ON YOUR PROXY
CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO
VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER THE CONTROL NUMBER FOUND
ON YOUR PROXY CARD, AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A
GUIDE.

Jessica R. Droeger
Vice President and Secretary

JOINT PROXY STATEMENT
February 7, 2003 333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787

NUVEEN QUALITY PREFERRED INCOME FUND - JTP
NUVEEN REAL ESTATE INCOME FUND - JRS

GENERAL INFORMATION

THIS JOINT PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY
THE BOARD OF TRUSTEES OF EACH OF THE NUVEEN QUALITY PREFERRED INCOME FUND (THE
"QUALITY PREFERRED FUND") AND THE NUVEEN REAL ESTATE INCOME FUND (THE "REAL
ESTATE FUND") (EACH A "FUND" AND COLLECTIVELY, THE "FUNDS") OF PROXIES TO BE
VOTED AT THE ANNUAL MEETING OF SHAREHOLDERS OF EACH FUND TO BE HELD ON MARCH 5,
2003, AND AT ANY AND ALL ADJOURNMENTS THEREOF. This Joint Proxy Statement and
form of proxy are first being mailed to shareholders of the Funds on or about
February 7, 2003.

On the matter coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares will be
voted accordingly. If no choice is so specified, the shares of each Fund will be
voted FOR the election of the nominees for trustee, as listed in this Joint
Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at
any time before they are voted by filing with the Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.

Because the same matters are being considered and voted on by the shareholders,
the Board of Trustees of each Fund has determined that the use of this Joint
Proxy Statement for each Fund's Annual Meeting is in the best interest of each
Fund and its shareholders. Shareholders of each Fund will vote separately on
each proposal relating to their Fund, and a vote on a proposal by the
shareholders of one Fund will not affect the vote on the proposal by the
shareholders of another Fund.

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting. However, for the purpose of electing two trustees by the
holders of FundPreferred shares of a Fund only, the holders of 33 1/3% of the
FundPreferred shares of a Fund entitled to vote and represented in person or by
proxy will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of election will determine whether or not a
quorum is present at each Annual Meeting. All properly completed proxy cards,
whether representing a vote for, against, withheld, abstained or a broker
non-vote (i.e., shares held by brokers or nominees, typically in "street name,"
as to which (i) instructions have not been received from the beneficial owners
or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting powers on a particular matter), will be counted as present
for purposes of determining a quorum.

The affirmative vote of a plurality of the shares present and entitled to vote
at the Annual Meeting will be required to elect the trustees of each Fund, and
therefore, votes withheld, abstentions and broker non-votes will have no effect
on the election of trustees. The details

of the proposal to be voted on by the shareholders of each Fund are set forth
under the description of the proposal below.

Those persons who were shareholders of record of each Fund at the close of
business on January 7, 2003 will be entitled to one vote for each share held at
the meeting or any adjournment thereof. As of January 7, 2003, shares of the
Funds were issued, outstanding and eligible to vote as follows:

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COMMON
FUND SHARES(1) FUNDPREFERRED SHARES
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Nuveen Quality Preferred Income Fund 28,111,350 3,520 Series M
3,520 Series T
3,520 Series W
3,520 Series TH
3,520 Series F
Nuveen Real Estate Income Fund 64,283,289 1,720 Series M
1,720 Series T
1,720 Series W
1,720 Series F
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(1) Common shares of the Quality Preferred Fund are listed on the New York Stock
Exchange under the symbol "JTP" and common shares of the Real Estate Fund
are listed on the American Stock Exchange under the symbol "JRS".

The following table indicates which shareholders are solicited with respect to
each matter for each Fund individually:

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COMMON FUNDPREFERRED
TRUSTEES SHARES SHARES
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1(a) Election of trustees by all shareholders (James E. X X
Bacon, William E. Bennett, Jack B. Evans, Thomas E.
Leafstrand and Sheila W. Wellington nominated)
1(b) Election of trustees by FundPreferred shares only X
(William L. Kissick and Timothy R. Schwertfeger
nominated)
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1. ELECTION OF TRUSTEES

At each Fund's Annual Meeting, seven (7) trustees are to be elected to serve
until the next Annual Meeting and until their successors shall have been duly
elected and qualified. However, Mr. Bacon is expected to retire from his
position as a trustee of the Funds on July 1, 2003. Under the terms of each
Fund's organizational documents, holders of FundPreferred shares are entitled to
elect two (2) trustees, and the remaining trustees are to be elected by holders
of common shares and FundPreferred shares, voting together as a single class.

(a) Five trustees are to be elected by holders of common shares and
FundPreferred shares of each Fund voting together as a single class.
Trustees Bacon, Bennett, Evans, Leafstrand and Wellington are nominees for
election by all shareholders.

(b) Holders of FundPreferred shares of each Fund are entitled to elect
two of the trustees for their respective Fund. Trustees Kissick and
Schwertfeger are nominees for election by holders of FundPreferred shares.

The affirmative vote of a plurality of the shares present and entitled to vote
at the Annual Meeting will be required to elect the trustees of each Fund.

It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
trustee of each Fund if elected. However, should any nominee become unable or
unwilling to accept nomination or election, the proxies for each Fund will be
voted for one or more substitute nominees designated by that Fund's present
board of trustees (the "Board of Trustees").

Other than Timothy R. Schwertfeger, none of the trustees has ever been a
director or an employee of Nuveen Investments, LLC ("Nuveen") or any affiliate
of Nuveen.

All of the trustees have been trustees of each Fund since its inception.

THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE ELECTION OF THE NOMINEES NAMED BELOW.

NOMINEES FOR TRUSTEE OF THE FUNDS

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NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE FUND COMPLEX
POSITION(S) HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
NAME, ADDRESS AND BIRTHDATE WITH FUNDS TIME SERVED DURING PAST 5 YEARS BY TRUSTEE
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Nominees who are not
interested persons of the
Funds
James E. Bacon Trustee - Term - One Treasurer, Cathedral of St. John 19
333 West Wacker Drive Year(1)(2) the Divine (New York City)
Chicago, IL 60606 - Length of Service - 1997-present; formerly, Director
(2/27/31) Since Inception of Lone Star Industries, Inc.
(1992-1999); previously, Director
and Executive Vice President of
U.S. Trust Corporation and Trustee
of United States Trust Company of
New York.
William E. Bennett Trustee - Term - One Year(1) Private Investor; previously 19
333 West Wacker Drive - Length of Service - President and C.E.O., Draper &
Chicago, IL 60606 Since Inception Kramer, Inc. (a private company
(10/16/46) that handles mortgage banking,
real estate development, pension
advising and real estate
management) (1995-1998).
Jack B. Evans Trustee - Term - One Year(1) President, The Hall-Perrine 19
333 West Wacker Drive - Length of Service - Foundation (a private
Chicago, IL 60606 Since Inception philanthropic corporation);
(10/22/48) Director, Alliant Energy; Director
and Vice Chairman, United Fire &
Casualty Company; Director,
Federal Reserve Bank of Chicago;
previously President and Chief
Operating Officer, SCI Financial
Group, Inc. (a regional financial
services firm).

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OTHER
DIRECTOR-
SHIPS HELD BY
NAME, ADDRESS AND BIRTHDATE TRUSTEE
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Nominees who are not
interested persons of the
Funds
James E. Bacon N/A
333 West Wacker Drive
Chicago, IL 60606
(2/27/31)
William E. Bennett N/A
333 West Wacker Drive
Chicago, IL 60606
(10/16/46)
Jack B. Evans See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 description.
(10/22/48)

William L. Kissick Trustee - Term - One Year(1) Professor Emeritus, School of 19
333 West Wacker Drive - Length of Service - Medicine and the Wharton School of
Chicago, IL 60606 Since Inception Management and former Chairman,
(7/29/32) Leonard Davis Institute of Health
Economics, University of
Pennsylvania; Adjunct Professor,
Health Policy and Management, Yale
University.
Thomas E. Leafstrand Trustee - Term - One Year(1) Retired; previously, Vice 19
333 West Wacker Drive - Length of Service - President in charge of Municipal
Chicago, IL 60606 Since Inception Underwriting, Trading, and Dealer
(11/11/31) Sales at The Northern Trust
Company.
Sheila W. Wellington Trustee - Term - One Year(1) President of Catalyst (a 19
333 West Wacker Drive - Length of Service - not-for-profit organization
Chicago, IL 60606 Since Inception focusing on women's leadership
(2/24/32) development in business and the
professions).

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OTHER
DIRECTOR-
SHIPS HELD BY
NAME, ADDRESS AND BIRTHDATE TRUSTEE
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William L. Kissick N/A
333 West Wacker Drive
Chicago, IL 60606
(7/29/32)
Thomas E. Leafstrand N/A
333 West Wacker Drive
Chicago, IL 60606
(11/11/31)
Sheila W. Wellington N/A
333 West Wacker Drive
Chicago, IL 60606
(2/24/32)

Nominee who is an
interested person of the
Funds
*Timothy R. Schwertfeger Chairman of the - Term - One Year(1) Chairman (since 1999) and Trustee 141
333 West Wacker Drive Board and - Length of Service - of the funds advised by Nuveen
Chicago, IL 60606 Trustee Since Inception Institutional Advisory Corp.
(3/28/49) (since 1996); Chairman (since
1996) and Director of Nuveen
Investments, Inc., Nuveen
Investments, LLC, Nuveen Advisory
Corp., Nuveen Institutional
Advisory Corp. and the funds
advised by Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; Chairman and Director
(since 1997) of Nuveen Asset
Management, Inc.; Director (since
1996) of Institutional Capital
Corporation; Chairman and Director
of Rittenhouse Financial Services,
Inc. (since 1999); Chief Executive
Officer and Director of Nuveen
Senior Loan Asset Management, Inc.
(since 1999); formerly, President
of the Funds advised by Nuveen
Advisory Corp. and by Nuveen
Institutional Advisory Corp.
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OTHER
DIRECTOR-
SHIPS HELD BY
NAME, ADDRESS AND BIRTHDATE TRUSTEE
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Nominee who is an
interested person of the
Funds
*Timothy R. Schwertfeger See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 description.
(3/28/49)
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* "Interested Person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer and director of the Funds' investment
adviser, Nuveen Institutional Advisory Corp. Trustees who are not Interested
Persons of a Fund are deemed to be "Independent Trustees."

(1) Each trustee is elected each year by shareholders and serves until his/her
successor is elected.

(2) Mr. Bacon is expected to retire from his position as a trustee of the Funds
on July 1, 2003 pursuant to each Fund's retirement policy.

In addition to the Funds, the trustees are also trustees of 8 open-end funds and
9 closed-end funds advised by Nuveen Institutional Advisory Corp. ("NIAC"). In
addition, Mr. Schwertfeger is a director of 92 closed-end funds and 30 open-end
funds advised by Nuveen Advisory Corp. ("NAC").

THE FUNDS' OFFICERS

The following table sets forth information with respect to each officer of the
Funds. Officers of the Funds receive no compensation from the Funds. The term of
office of all officers will expire in July 2003.

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TERM OF OFFICE
NAME, ADDRESS AND POSITION(S) HELD AND LENGTH OF PRINCIPAL OCCUPATION(S)
BIRTHDATE WITH FUNDS TIME SERVED DURING PAST 5 YEARS
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Gifford R. Zimmerman Chief - Term - Until July 2003 Managing Director (since 2002), formerly, Vice
333 West Wacker Drive Administrative - Length of Service - President, Assistant Secretary and Associate
Chicago, IL 60606 Officer Since Inception General Counsel of Nuveen Investments, LLC;
(9/9/56) Managing Director (since 2002) (formerly, Vice
President), General Counsel and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Managing Director
(since 2002) (formerly, Vice President) and
Assistant Secretary of Nuveen Senior Loan Asset
Management, Inc. (since 1999); Managing
Director and Assistant Secretary of Nuveen
Asset Management Inc.; Assistant Secretary of
Nuveen Investments, Inc., Chartered Financial
Analyst; Chief Administrative Officer (2002),
previously, Vice President (since 1993) and
Secretary (since 1998) of the Funds advised by
NIAC and NAC.
Michael T. Atkinson Vice President - Term - Until July 2003 Vice President (since 2002), formerly Assistant
333 West Wacker Drive - Length of Service - Vice President (since 2000), previously,
Chicago, IL 60606 Since 2002 Associate of Nuveen Investments, LLC; Vice
(2/3/66) President of the Funds advised by NIAC and NAC
(since 2002).

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
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Gifford R. Zimmerman 141
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)
Michael T. Atkinson 141
333 West Wacker Drive
Chicago, IL 60606
(2/3/66)

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Peter H. D'Arrigo Vice President and - Term - Until July 2003 Vice President of Nuveen Investments, LLC
333 West Wacker Drive Treasurer - Length of Service - (since 1999); prior thereto, Assistant Vice
Chicago, IL 60606 Since Inception President from 1997 to 1999; formerly,
(11/28/67) Associate of Nuveen Investments, LLC; Vice
President and Treasurer of Nuveen Senior Loan
Asset Management, Inc. (since 1999); Chartered
Financial Analyst; Vice President and Treasurer
of the Funds advised by NIAC and NAC (since
1999).
Susan M. DeSanto Vice President - Term - Until July 2003 Vice President (since 2001) of NIAC and NAC;
333 West Wacker Drive - Length of Service - previously, Vice President of Van Kampen
Chicago, IL 60606 Since Inception Investment Advisory Corp. (since 1998); prior
(9/8/54) thereto Assistant Vice President of Van Kampen
Investment Advisory Corp. (since 1994); Vice
President of the Funds advised by NIAC and NAC
(since 2001).
Jessica R. Droeger Vice President - Term - Until July 2003 Vice President (since 2002) and Assistant
333 West Wacker Drive and Secretary - Length of Service - General Counsel (since 1998), formerly
Chicago, IL 60606 Since 2002 Assistant Vice President (since 1998) of Nuveen
(9/24/64) Investments, LLC; Vice President and Assistant
Secretary (since 2002), formerly Assistant Vice
President (since 1998) of NIAC and NAC; prior
thereto, Associate at the law firm D'Ancona
Partners LLC.; Vice President and Secretary
(since 2002), formerly Assistant Secretary
(1998-2002), of the Funds advised by NIAC and
NAC.
Lorna C. Ferguson Vice President - Term - Until July 2003 Vice President of Nuveen Investments, LLC
333 West Wacker Drive - Length of Service - (since 1998); Vice President of Nuveen Advisory
Chicago, IL 60606 Since Inception Corp. and Nuveen Institutional Advisory Corp;
(10/24/45) Vice President of the Funds advised by NIAC and
NAC (since 1998).

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
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Peter H. D'Arrigo 141
333 West Wacker Drive
Chicago, IL 60606
(11/28/67)
Susan M. DeSanto 141
333 West Wacker Drive
Chicago, IL 60606
(9/8/54)
Jessica R. Droeger 141
333 West Wacker Drive
Chicago, IL 60606
(9/24/64)
Lorna C. Ferguson 141
333 West Wacker Drive
Chicago, IL 60606
(10/24/45)

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William M. Fitzgerald Vice President - Term - Until July 2003 Managing Director (since 2002) of Nuveen
333 West Wacker Drive - Length of Service - Investments, LLC; Managing Director (since
Chicago, IL 60606 Since Inception 2001), formerly Vice President (since 1995) of
(3/2/64) Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.; Chartered Financial Analyst;
Vice President of the Funds advised by NIAC and
NAC (since 1996).
Stephen D. Foy Vice President and - Term - Until July 2003 Vice President of Nuveen Investments, LLC and
333 West Wacker Drive Controller - Length of Service - (since 1998) Nuveen Investments, Inc.;
Chicago, IL 60606 Since Inception Certified Public Accountant; Vice President and
(5/31/54) Controller of the Funds advised by NIAC and NAC
(since 1998).
David J. Lamb Vice President - Term - Until July 2003 Vice President of Nuveen Investments, LLC
333 West Wacker Drive - Length of Service - (since 2000), prior thereto, Assistant Vice
Chicago, IL 60606 Since Inception President (since 1999), formerly Associate of
(3/22/63) Nuveen Investments, LLC; Certified Public
Accountant; Vice President of the Funds advised
by NIAC and NAC (since 2000).
Tina M. Lazar Vice President - Term - Until July 2003 Vice President of Nuveen Investments, LLC
333 West Wacker Drive - Length of Service - (since 1999), prior thereto, Assistant Vice
Chicago, IL 60606 Since 2002 President (since 1993); Vice President of the
(8/27/61) Funds advised by NIAC and NAC (since 2002).
Larry W. Martin Vice President and - Term - Until July 2003 Vice President, Assistant Secretary and
333 West Wacker Drive Assistant Secretary - Length of Service - Assistant General Counsel of Nuveen
Chicago, IL 60606 Since Inception Investments, LLC; Vice President and Assistant
(7/27/51) Secretary of Nuveen Advisory Corp., Nuveen
Institutional Advisory Corp. and Nuveen Senior
Loan Asset Management, Inc. (since 1999);
Assistant Secretary of Nuveen Investments,
Inc.; Assistant Secretary of Nuveen Asset
Management (since 1997); Vice President of the
Funds advised by NIAC and NAC (since 1993).

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
------------------------- -------------

William M. Fitzgerald 141
333 West Wacker Drive
Chicago, IL 60606
(3/2/64)
Stephen D. Foy 141
333 West Wacker Drive
Chicago, IL 60606
(5/31/54)
David J. Lamb 141
333 West Wacker Drive
Chicago, IL 60606
(3/22/63)
Tina M. Lazar 141
333 West Wacker Drive
Chicago, IL 60606
(8/27/61)
Larry W. Martin 141
333 West Wacker Drive
Chicago, IL 60606
(7/27/51)

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Edward F. Neild, IV Vice President - Term - Until July 2003 Managing Director (since January 2002),
333 West Wacker Drive - Length of Service - formerly Vice President of Nuveen Investments,
Chicago, IL 60606 Since Inception LLC; Managing Director (since 1997) of Nuveen
(7/7/65) Advisory Corp. and Nuveen Institutional
Advisory Corp.; Chartered Financial Analyst;
Vice President of the Funds advised by NIAC and
NAC (since 1996).
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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
------------------------- -------------

Edward F. Neild, IV 141
333 West Wacker Drive
Chicago, IL 60606
(7/7/65)
-------------------------

BENEFICIAL OWNERSHIP

The following table lists the dollar range and number of equity securities of
each Fund and of all of the Nuveen funds overseen by the trustees beneficially
owned by the trustees as of December 31, 2002:

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AGGREGATE DOLLAR
RANGE OF EQUITY
DOLLAR RANGE OF EQUITY SECURITIES SECURITIES IN ALL
IN THE FUND/ FUNDS OVERSEEN OR
(NUMBER OF SHARES HELD)(1) TO BE OVERSEEN BY
--------------------------------- TRUSTEE IN FAMILY
QUALITY REAL OF INVESTMENT
PREFERRED ESTATE COMPANIES (NUMBER
NAME OF TRUSTEE FUND FUND OF SHARES HELD)(2)
------------------------ ------------- ----------------- -------------------

James E. Bacon 0/(0 shares) 0/(0 shares) Over $100,000
(9,327 shares)
William E. Bennett 0/(0 shares) 0/(0 shares) $50,001-$100,000
(3,175 shares)
Jack B. Evans 0/(0 shares) 0/(0 shares) Over $100,000
(15,041 shares)
William L. Kissick 0/(0 shares) 0/(0 shares) Over $100,000
(6,485 shares)
Thomas E. Leafstrand $1-$10,000/ $10,001-$50,000/ Over $100,000
(500 shares) (3,000 shares) (33,833 shares)
Timothy R. Schwertfeger 0/(0 shares) 0/(0 shares) Over $100,000
(432,338 shares)
Sheila W. Wellington 0/(0 shares) 0/(0 shares) Over $100,000
(13,052 shares)
============ ================ ===================
Total number of shares: 500 3,000 527,839
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(1) As of December 31, 2002, the trustees and executive officers as a group
beneficially owned 500 and 3,000 common shares of the Quality Preferred Fund
and the Real Estate Fund, respectively.
(2) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the nominee in the Funds and in all
Nuveen funds overseen by each trustee. For each trustee, the amount
reflected includes share equivalents of certain Nuveen funds in which the
trustee is deemed to be invested pursuant to a deferred compensation plan
for Independent Trustees. For Mr. Schwertfeger, the amount reflected also
includes shares held in Nuveen's 401(k)/ Profit Sharing Plan.

The above persons have sole voting power and sole investment power as to the
shares listed above, with the exception of Mr. Schwertfeger's and Ms.
Wellington's shares being held jointly with their respective spouses.

On December 31, 2002, the trustees and executive officers of each Fund as a
group beneficially owned 534,239, common shares (less than 1% of common shares
outstanding) of all of the Nuveen funds (including share equivalents of certain
Nuveen funds in which the trustee is deemed to be invested in connection with
the deferral of compensation by trustees pursuant to a deferred compensation
plan and shares held by the executive officers in Nuveen's 401(k)/Profit Sharing
Plan). As of December 31, 2002, the trustees and executive

officers of each Fund as a group owned less than 1% of any class of outstanding
shares of a Fund. As of December 31, 2002, none of the trustees beneficially
owned any FundPreferred shares. As of January 7, 2003, no shareholder owned more
than 5% of any class of shares of a Fund. As of December 31, 2002, Gifford R.
Zimmerman, Chief Administrative Officer and sole executive officer of each Fund,
owned no shares of either Fund.

OTHER AFFILIATIONS OR RELATIONSHIPS OF TRUSTEES

As of the end of each Fund's most recent fiscal year, none of the Independent
Trustees, nor any immediate family member of an Independent Trustee, owns shares
of NIAC, the Fund's sub-adviser or a principal underwriter of the Funds, nor
does any such person own shares of a company controlling, controlled by or under
common control with NIAC, the Fund's sub-adviser or a principal underwriter of
the Funds.

There have been no transactions by a Fund since the beginning of its last fiscal
year, nor are there any transactions currently proposed, in which the amount
exceeds $60,000 and in which any trustee, executive officer or security holder
of more than 5% of any class of the voting securities of such Fund or any
immediate family members of the foregoing persons, has or will have a direct or
indirect material interest, nor have any of the foregoing persons been indebted
to a Fund in an amount in excess of $60,000 at any time since that date.

No Independent Trustee, nor any immediate family member of such a trustee, has
had, in the past five years, any direct or indirect interest, the value of which
exceeds $60,000, in the investment adviser, a principal underwriter of a Fund or
in a person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with, the investment adviser
or principal underwriter of a Fund. Moreover, no Independent Trustee (or
immediate family member of any Independent Trustee) has, or has had in the last
two fiscal years of a Fund, any direct or indirect relationships or any direct
or indirect material interest in any transaction or series of transactions or in
any currently proposed transaction or series of transactions, in which an amount
involved exceeds $60,000, in which the following persons were or are a party:
the Fund, an officer of a Fund, any investment company sharing the same
investment adviser or principal underwriter as a Fund or any officer of such a
company, any investment adviser or principal underwriter of a Fund or any
officer of such a party, any person directly or indirectly controlling,
controlled by or under common control with, the investment adviser or principal
underwriter of a Fund, or any officer of such a person.

Since each Fund's inception, no officer of any investment adviser or principal
underwriter of the Fund or of any person directly or indirectly controlling,
controlled by or under common control with the investment adviser or principal
underwriter of the Fund, has served as a director on a board of a company where
any of the Independent Trustees or nominees of the Fund, or immediate family
members of such persons, has served as an officer. However, Ms. Wellington,
trustee, has served as President and a Director of Catalyst, Inc., a not-for-
profit corporation working to advance women in business and the professions.
Catalyst's board of directors currently consists of thirty-nine directors, each
of whom serves for no compensation. Mr. Jeffrey R. Immelt, Chairman and CEO of
General Electric Company ("GE"), has served as a Director of Catalyst since
December 2001. GE indirectly owns the Real Estate Fund's sub-adviser, Security
Capital Research & Management Incorporated.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which any trustee or
affiliated person is a party adverse to a Fund or any of its affiliated persons
or has a material interest adverse to a Fund or any of its affiliated persons.
In addition, there have been no legal proceedings that are material to an
evaluation of the ability or integrity of any trustee or executive officer of a
Fund within the past five years.

COMPENSATION

The trustee affiliated with Nuveen and NIAC serves without any compensation from
the Funds. The Independent Trustees receive a $35,000 annual retainer for
serving as a trustee for all funds managed by NIAC, $1,000 fee per day plus
expenses for attendance in person and $500 for attendance by telephone at all
meetings except meetings of the executive committee and the valuation committee,
or meetings of the dividend committee held solely to declare a dividend, $200
for attendance in person or by telephone at a meeting of the valuation committee
or the dividend committee held solely to declare a dividend and $100 for
attendance in person or by telephone at a meeting of the executive committee.
The annual retainer, fees and expenses are allocated among the funds on the
basis of relative net asset sizes.

The following table shows, for each trustee who is not affiliated with Nuveen or
NIAC, (1) the compensation paid by the Real Estate Fund for its most recent
fiscal year and the estimated compensation paid by the Quality Preferred Fund
for its current fiscal year, (2) pension or retirement benefits accrued as part
of Fund expenses, (3) estimated annual benefits upon retirement, and (4) the
total compensation paid by the Nuveen funds during the calendar year 2002.

PENSION OR
RETIREMENT
BENEFITS ACCRUED ESTIMATED ANNUAL
COMPENSATION AS PART OF FUND BENEFITS UPON TOTAL
FROM THE FUNDS EXPENSES RETIREMENT COMPENSATION
------------------- ------------------- ------------------- FROM FUND
QUALITY REAL QUALITY REAL QUALITY REAL AND FUND
NAME OF PREFERRED ESTATE PREFERRED ESTATE PREFERRED ESTATE COMPLEX PAID
PERSON, POSITION FUND(1) FUND FUND FUND FUND FUND TO TRUSTEES(2)
------------------------------ --------------------------------------------------------------------------------

James E. Bacon, Trustee 9$,833 $5,980 $0 $0 $0 $0 $48,800
William E. Bennett, Trustee 10,325 6,462 0 0 0 0 53,050
Jack B. Evans, Trustee 9,933 5,980 0 0 0 0 49,100
William L. Kissick, Trustee 9,533 6,080 0 0 0 0 49,000
Thomas E. Leafstrand, Trustee 10,325 6,462 0 0 0 0 52,300
Sheila W. Wellington, Trustee 9,833 5,830 0 0 0 0 47,600
----------------------------------------------------------------------------------------------------------------

(1) The estimated compensation for the Quality Preferred Fund is for the fiscal
year ending July 31, 2003.
(2) Includes the total compensation for service on the Boards of the 8 open-end
and 11 closed-end funds advised by NIAC.

Nuveen Investments, Inc., parent company of NIAC, maintains its charitable
contributions programs to encourage the active support and involvement of
individuals in the civic activities of their community. These programs include a
matching contributions program and a direct contributions program.

The Independent Trustees of each Fund are eligible to participate in the
charitable contributions program of Nuveen Investments, Inc. Under the matching
program, Nuveen Investments, Inc. will match the personal contributions of an
Independent Trustee to Section 501(c)(3) organizations up to an aggregate
maximum amount of $10,000 during any calendar year. Under its direct
(non-matching) program, Nuveen Investments, Inc. makes contributions to
qualifying Section 501(c)(3) organizations, as approved by the corporate
contributions committee of Nuveen Investments, Inc. The Independent Trustees are
also eligible to submit proposals to the committee requesting that contributions
be made under this program to Section 501(c)(3) organizations identified by the
Independent Trustees, in an aggregate amount not to exceed $5,000 during any
calendar year. Any contribution made by Nuveen Investments, Inc. under the
direct program is made solely at the discretion of the corporate contributions
committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940 and Section 16(a) of the
Securities Act of 1934 (the "1934 Act") require each of each Fund's officers and
trustees, investment adviser, affiliated persons of the investment adviser and
persons who own more than ten percent of a registered class of the Fund's equity
securities to file forms with the Securities and Exchange Commission ("SEC") and
the applicable stock exchange reporting their affiliation with the Fund and
reports of ownership and changes in ownership of Fund shares. These persons and
entities are required by SEC regulation to furnish the Fund with copies of all
such forms they file. Based on a review of the required forms furnished to each
Fund, each Fund believes that during its most recent fiscal year, the Fund's
officers and trustees, investment adviser and affiliated persons of the
investment adviser complied with all such applicable filing requirements, except
that late filings for each Fund were made on Form 3 on behalf of all Board
members and officers, the investment adviser and affiliated persons of the
investment adviser. To the knowledge of management of each Fund, no shareholder
of the Fund owns more than 10% of a registered class of the Fund's equity
securities.

COMMITTEES

William L. Kissick and Timothy R. Schwertfeger serve as the current members of
the executive committee of each Fund's Board of Trustees. Each Fund's executive
committee, which meets between regular meetings of the Board of Trustees, is
authorized to exercise all of the powers of the Board of Trustees. The executive
committee of the Real Estate Fund held two meetings during its most recent
fiscal year and the executive committee of the Quality Preferred Fund held one
meeting during its most recent fiscal year.

Thomas E. Leafstrand, William E. Bennett and Timothy R. Schwertfeger were the
members of the dividend committee of each Fund during its most recent fiscal
year. The dividend committee is authorized to declare distributions on each
Fund's shares including, but not limited to, regular and special dividends,
capital gains and ordinary income distributions. The dividend committee of the
Real Estate Fund held four meetings during its most recent fiscal year and the
dividend committee of the Quality Preferred Fund held no meetings during its
most recent fiscal year.

Thomas E. Leafstrand, William E. Bennett and James E. Bacon were the members of
the valuation committee of each Fund during its most recent fiscal year. The
valuation committee oversees the Funds' pricing procedures including, but not
limited to, the review and approval of fair value pricing determinations made by
Nuveen's Valuation Group. The valuation committee of the Real Estate Fund held
one meeting during its most recent fiscal year and the valuation committee of
the Quality Preferred Fund held no meetings during its most recent fiscal year.

Each Fund's Board of Trustees has an audit committee currently composed of James
E. Bacon, William E. Bennett, Jack B. Evans, William L. Kissick and Thomas E.
Leafstrand, trustees of the Fund who are not "interested persons" of the Fund
and who are "independent" as that term is defined in Section 303.01(B)(2)(a) and
(3) of the New York Stock Exchange's listing standards and Section 121(A) of the
American Stock Exchange listing standards, as applicable. The Fund's audit
committee reviews the work and any recommendations of the Fund's independent
auditors. Based on such review, it is authorized to make recommendations to the
Board of Trustees. The audit committee of the Real Estate Fund held two meetings
and the Quality Preferred Fund held no meetings during each Fund's most recent
fiscal year. The audit committee has adopted a written charter. A copy of the
written charter is attached as Appendix A to this Joint Proxy Statement.

Nomination of the Independent Trustees of each Fund is committed to a nominating
and governance committee composed of the Independent Trustees of the Fund.
Members of the Fund's nominating and governance committee are James E. Bacon,
William E. Bennett, Jack B. Evans, William L. Kissick, Thomas E. Leafstrand and
Sheila W. Wellington. Each Fund's nominating and governance committee identifies
and recommends individuals to be nominated for election as Independent Trustees.
The committee also reviews matters relating to (1) the composition, duties,
recruitment, independence and tenure of trustees, (2) the selection of various
committee assignments, and (3) trustee education, board meetings and board
performance.

The nominating and governance committee of the Real Estate Fund held five
meetings and the nominating and governance committee of the Quality Preferred
Fund held no meetings during each Fund's most recent fiscal year. In the event
of a vacancy on the Board of Trustees, the nominating and governance committee
receives suggestions from various sources as to suitable candidates. Suggestions
should be sent in writing to Lorna Ferguson, Vice President for Board Relations,
Nuveen Investments, LLC, 333 West Wacker Drive, Chicago, IL 60606. The
nominating and governance committee sets appropriate standards and requirements
for nominations for new trustees and reserves the right to interview all
candidates and to make the final selection of any new trustees. The committees
intend to adopt changes, as appropriate, to comply with the Sarbanes-Oxley Act
of 2002 and any rule changes made by the Securities and Exchange Commission and
the applicable stock exchange.

The Board of Trustees of the Real Estate Fund held four regular board meetings
and two special board meetings, and the Board of Trustees of the Quality
Preferred Fund held no regular board meetings, and no special board meetings
during each Fund's most recent fiscal year. During the last fiscal year, each
trustee attended 75% or more of each Fund's board meetings and committee
meetings (if a member thereof).

AUDIT COMMITTEE REPORT

The audit committee of the Board of Trustees of each Fund is responsible for
assisting the Board in monitoring (1) the quality and integrity of the Fund's
financial statements, (2) the Fund's compliance with regulatory requirements,
and (3) the independence and performance of the Fund's independent and internal
auditors. Among other responsibilities, the committee reviews, in its oversight
capacity, each Fund's annual financial statements with both management and the
independent auditors and the committee meets periodically with the independent
and internal auditors to consider their evaluation of each Fund's financial and
internal controls. The committee also recommends to the Board of Trustees the
selection of each Fund's independent auditors. The committee is currently
composed of five non-employee trustees and operates under a written charter
adopted and approved by the Board of Trustees. Each committee member of the
Quality Preferred Fund and the Real Estate Fund is independent as defined by New
York Stock Exchange and American Stock Exchange, respectively, listing
standards.

The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the committee the written disclosure and the letter required by
Independent Standards Board Standard No. 1 (Independent Discussions with Audit
Committees), and the committee discussed with representatives of the independent
auditor their firm's independence. As provided in the Audit Committee Charter,
it is not the committee's responsibility to determine, and the considerations
and discussions referenced above do not ensure, that each Fund's financial
statements are complete and accurate and presented in accordance with generally
accepted accounting principles.

Based on the committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the committee, the committee has recommended that the
Board of Trustees include the audited financial statements in each Fund's Annual
Report.

The members of the audit committee are:

James E. Bacon
William E. Bennett
Jack B. Evans
William L. Kissick
Thomas E. Leafstrand

AUDIT AND RELATED FEES

AUDIT FEES. The aggregate fees billed by Ernst & Young LLP ("E&Y") for
professional services for the audit of each Fund's financial statements for the
most recently completed fiscal year were as follows:

FINANCIAL INFORMATION
AUDIT SYSTEMS DESIGN AND ALL OTHER
FUND FEES IMPLEMENTATION FEES FEES
---- ------- --------------------- ---------

Quality Preferred
Fund $ 5,720 $0 $6,455
Real Estate Fund 11,440 0 3,054

OTHER FEES. All other fees noted above represent fees paid to E&Y for services
relating to annual excise tax calculations, tax research, and quarterly agreed
upon procedures for rating agencies to verify compliance with the FundPreferred
shares' asset maintenance tests. E&Y performed each of the services noted in
their capacity as independent auditor for each Fund.

The audit committee has considered whether the receipt of non-audit fees by E&Y
are compatible with maintaining the independence of E&Y.

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Trustees has appointed E&Y, certified public accountants, as
independent auditors to examine the annual consolidated statements for the
fiscal year ending July 31, 2003 and October 31, 2003 for the Quality Preferred
Fund and the Real Estate Fund, respectively. A representative of E&Y will be
present at the meeting to make a statement, if such representative so desires,
and to respond to shareholders' questions. E&Y has informed each Fund that it
has no direct or indirect material financial interest in the Fund, Nuveen, NIAC
or any other investment company sponsored by Nuveen.

INFORMATION ABOUT EACH FUND'S INVESTMENT ADVISER AND SUB-ADVISER

NIAC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as
investment adviser for each Fund. Spectrum Asset Management, Inc., located at 4
High Ridge Park, Stamford, Connecticut 06905, serves as the sub-adviser to the
Quality Preferred Fund. Spectrum is an independently managed subsidiary of
Principal Capital Management LLC which is part of Principal Financial Group Inc,
a publically-traded diversified, insurance and financial services company.
Security Capital Research & Management Incorporated ("Security Capital"),
located at 11 South LaSalle Street, 2nd Floor, Chicago, Illinois 60603, serves
as sub-adviser for the Real Estate Fund. Security Capital is an indirect
wholly-owned subsidiary of General Electric Capital Corporation ("GE Capital").
GE Capital is one of the principal financial services businesses of GE. GE is a
diversified services, technology and manufacturing company with operations
worldwide. NIAC is 100% owned by Nuveen Investments, Inc., which in turn is
approximately 78% owned by The St. Paul Companies, Inc., ("St. Paul"). St. Paul
is located at 385 Washington Street, St. Paul, Minnesota 55102, and is
principally engaged in providing property-liability insurance through
subsidiaries. Nuveen Investments,

LLC, 333 West Wacker Drive, Chicago, Illinois 60606, a wholly-owned subsidiary
of Nuveen Investments, Inc., acted as co-managing underwriter in the initial
public offerings of the common shares of the Funds and their FundPreferred
shares.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of the Fund to be held
in 2004, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act
must be received at the offices of the Fund, 333 West Wacker Drive, Chicago,
Illinois 60606, not later than October 10, 2003. A shareholder wishing to
provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal
submitted outside the process of Rule 14a-8 must submit such written notice not
later than December 24, 2003. Timely submission of a proposal does not mean that
such proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and Joint Proxy Statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of the Fund, by officers or employees of
Nuveen or NIAC, or by dealers and their representatives.

FISCAL YEAR

The last fiscal year of the Quality Preferred Fund and the Real Estate Fund
ended July 31, 2002 and October 31, 2002, respectively.

ANNUAL REPORT DELIVERY

Annual reports were sent following each Fund's fiscal year to shareholders then
of record. Each Fund will furnish, without charge, a copy of its annual or
semi-annual reports to its shareholders upon request. Such written or oral
requests should be directed to the applicable Fund at 333 West Wacker Drive,
Chicago, Illinois 60606, or by calling 1-800-257-8787.

Please note that only one annual report or Joint Proxy Statement may be
delivered to two or more shareholders of a Fund who share an address, unless the
Fund has received instructions to the contrary. To request a separate copy of an
annual report or Joint Proxy Statement, or, for instructions as to how to
request a separate copy of such documents or as to how to request a single copy
if multiple copies of such documents are received, shareholders should contact
the applicable Fund at the address and phone number set forth above.

GENERAL

Management does not intend to present and does not have reason to believe that
others will present any other items of business at any Fund's Annual Meeting.
However, if other matters are properly presented to an Annual Meeting for a
vote, the proxies will be voted by the persons acting under the proxies upon
such matters in accordance with their judgment of the best interests of the
applicable Fund.

A list of shareholders entitled to be present and to vote at each Fund's Annual
Meeting will be available at the offices of the Fund, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of the Annual Meeting.

Failure of a quorum to be present at a Fund's Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of an Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.

IF YOU CANNOT BE PRESENT AT THE MEETING IN PERSON, YOU ARE REQUESTED TO VOTE
YOUR SHARES PROMPTLY.

Jessica R. Droeger
Vice President and Secretary

February 7, 2003

APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEE CHARTER

January 31, 2002

ORGANIZATION

There shall be a committee of each Board of Directors/Trustees of the Nuveen
Management Investment Companies to be known as the Audit Committee. The Audit
Committee shall be composed of at least three Directors/Trustees. Audit
Committee Members shall be independent of the Management Investment Companies
and free of any relationship that, in the opinion of the Directors/Trustees,
would interfere with their exercise of independent judgment as a committee
member. Each such member of the Audit Committee shall have a basic understanding
of finance and accounting and be able to read and understand fundamental
financial statements, and at least one such member shall have accounting or
related financial management expertise, in each case as determined by the
Directors/ Trustees, exercising their business judgment.

STATEMENT OF POLICY

The Audit Committee shall assist the Board in monitoring (1) the accounting and
reporting policies and practices of the Management Investment Companies
(hereafter referred to as "Funds" or individually "Fund"), (2) the quality and
integrity of the financial statements of the Funds, (3) the compliance by the
Funds with legal and regulatory requirements and (4) the independence and
performance of the external and internal auditors. In doing so, the Audit
Committee shall seek to maintain free and open means of communication among the
Directors, the independent auditors, the internal auditors and the management of
Nuveen.

The Audit Committee shall have the authority in its discretion to retain special
legal, accounting or other consultants to advise the Committee. The Audit
Committee may request any officer or employee of the John Nuveen Company or the
Funds' independent auditors or outside counsel to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee. The
Funds' independent auditors and internal auditors shall have unrestricted
accessibility at any time to committee members.

RESPONSIBILITIES

Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting and internal control.

The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. The independent auditors are ultimately accountable to the
Board and Audit Committee. It is the ultimate responsibility of the Board and
the Audit Committee for selection, evaluation and replacement of the independent
auditors.

In carrying out its responsibilities the Audit Committee believes its policies
and procedures should remain flexible, in order to react to changing conditions
and requirements applicable to the Funds.

The audit Committee is responsible for the following:

Fund Financial Statements:

1. Reviewing the annual audited financial statements with Fund
management including major issues regarding accounting and auditing
principles and practices.

2. Requiring the independent auditors to deliver to the Chairman of the
Committee a timely report on any issues relating to the significant
accounting policies, management judgments and accounting estimates
or other matters that would need to be communicated under SAS 61,
that arise during the auditor's review of the Fund's financial
statements, which information shall be further communicated by the
Chairman to the other members of the Committee, as deemed necessary
or appropriate in the judgment of the Chairman.

With respect to the independent auditors:

3. Receiving periodic reports (including a formal written statement
delineating all relationships between the auditors and the Funds)
from the firms of independent auditors regarding their independence,
their membership in the SEC practice section of the AICPA and their
compliance with all applicable requirements for independence and
peer review, and discussing such reports with the auditors.

4. Reviewing and recommending to the Directors/Trustees the independent
auditors to be selected to audit the annual financial statements of
the Funds.

5. Meeting with the independent auditors and Fund management to review
the scope and fees of the proposed audits for the current year and
the audit procedures to be utilized. At the conclusion of the audit,
reviewing such audit results, including any comments or
recommendations of the independent auditors, any significant changes
required from the originally planned audit programs and any
adjustments to such statements recommended by the auditors.

6. Providing sufficient opportunity at all meetings of the Audit
Committee for the independent auditors to meet with the members of
the Audit Committee without members of Fund management being
present.

With respect to any internal auditor:

7. Reviewing the internal audit function as it relates to the Funds
including the proposed programs for the coming year. It is not the
obligation or responsibility of the Audit Committee to confirm the
independence of any Nuveen internal auditors performing services
relating to the Funds or to approve any termination or replacement
of the Nuveen Manager of Internal Audit.

8. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed
internal audit plan for the Funds, with explanations for significant
deviations from the original plan.

Other responsibilities:

9. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to
the Funds.

10. Reviewing with the independent auditors, with any internal auditor
and with Fund management, the adequacy and effectiveness of the
accounting and financial controls of the Funds, and elicit any
recommendations for the improvement of internal control procedures
or particular areas where new or more detailed controls or
procedures are desirable. Particular emphasis should be given to the
adequacy of such internal controls to expose payments, transactions
or procedures which might be deemed illegal or otherwise improper.

11. Reviewing the reports of examinations by regulatory authorities.

12. Reporting to the Directors/Trustees on the results of the activities
of the Committee.

13. Performing any special reviews, investigations or oversight
responsibilities requested by the Directors/Trustees.

14. With respect to the Exchange-Traded Funds, preparing any report
required by the rules of the SEC to be included in a proxy statement
for a fund.

15. Reviewing and reassessing annually the adequacy of this charter and
providing a recommendation to the Board of Directors/Trustees for
approval of any proposed changes deemed necessary or advisable by
the Committee.

Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' principal statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.

NUVEEN INVESTMENTS LOGO

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com STP/JRS0203

[NUVEEN LOGO]
NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606 NUVEEN REAL ESTATE INCOME FUND

ANNUAL MEETING OF SHAREHOLDERS

COMMON SHARES

You are encouraged to specify your choice by marking the appropriate box. If you
do not mark any box, your proxy will be voted "FOR" the proposal. Please mark,
sign, date and return this proxy card promptly, using the enclosed envelope, if
you are not voting by telephone or over the Internet. To vote by telephone,
please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com.
In either case, you will be asked to enter the control number on the right hand
side of this proxy card.

To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Enter the 12-digit control number set forth on the proxy card and follow the
simple instructions.

To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card and follow the
simple instructions.

To vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X

[CONTROL NUMBER]
[ACCOUNT NUMBER]
--------------------------------------------------------------------------------

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NUVEEN REAL ESTATE INCOME FUND
COMMON SHARES
VOTE ON PROPOSAL

1. ELECTION OF NOMINEES TO THE BOARD
01) James E. Bacon FOR WITHHOLD FOR ALL
02) William E. Bennett ALL ALL EXCEPT
03) Jack B. Evans / / / / / /
04) Thomas E. Leafstrand
05) Sheila W. Wellington

To withhold authority to vote, mark "For All Except" and
write the nominee's number on the line below.

---------------------------------

-------------------------------------------------------------------------------

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyvote.com).

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES
TO THE BOARD.

Please be sure to sign and date this proxy, if you are not voting by telephone
or over the Internet.

NOTE: Please sign your name exactly as it appears on this proxy. If shares are
held jointly, each holder must sign the proxy. If you are signing on behalf of
an estate, trust, or corporation, please state your title or capacity.

------------------------------------------ ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF
SHAREHOLDERS, MARCH 5, 2003

The Annual Meeting of shareholders will be held Wednesday, March 5, 2003, at
10:00 a.m. Central Time, in the 31st floor conference room of Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will
be asked to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on March 5, 2003, or any
adjournment or adjournments thereof.

[NUVEEN LOGO]
NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606 NUVEEN REAL ESTATE INCOME FUND - PREFERRED SERIES M, T, W
and F

ANNUAL MEETING OF SHAREHOLDERS

TAXABLE AUCTIONED PREFERRED SHARES

To vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X

[CONTROL NUMBER]
[ACCOUNT NUMBER]
--------------------------------------------------------------------------------

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NUVEEN REAL ESTATE INCOME FUND - PREFERRED SERIES M, T, W and F
TAXABLE AUCTIONED PREFERRED SHARES
VOTE ON PROPOSAL

1. ELECTION OF NOMINEES TO THE BOARD
01) James E. Bacon FOR WITHHOLD FOR ALL
02) William E. Bennett ALL ALL EXCEPT
03) Jack B. Evans / / / / / /
04) William L. Kissick
05) Thomas E. Leafstrand
06) Sheila W. Wellington
07) Timothy R. Schwertfeger

To withhold authority to vote, mark "For All Except" and
write the nominee's number on the line below.

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IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES
TO THE BOARD.

Please be sure to sign and date this proxy, if you are not voting by telephone
or over the Internet.

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Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF
SHAREHOLDERS, March 5, 2003