Nuveen Real Estate Income Fund Sample Contracts

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WITNESSETH
Investment Management Agreement • May 22nd, 2006 • Nuveen Real Estate Income Fund
Relating to
Broker-Dealer Agreement • May 22nd, 2006 • Nuveen Real Estate Income Fund • New York
UNDERWRITING AGREEMENT
Nuveen Real Estate Income Fund • November 14th, 2001 • New York
between
Nuveen Real Estate Income Fund • December 28th, 2001 • New York
WITNESSETH
Expense Reimbursement Agreement • May 22nd, 2006 • Nuveen Real Estate Income Fund
AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • July 22nd, 2013 • Nuveen Real Estate Income Fund • 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”).

DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • March 7th, 2014 • Nuveen Real Estate Income Fund • 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 Real Estate Income Fund, 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.

I SERVICES --------
Shareholder Transfer Agency Agreement • November 14th, 2001 • Nuveen Real Estate Income Fund • New York
Exhibit K.1 Transfer Agency and Service Agreement
Nuveen Real Estate Income Fund • May 22nd, 2006 • Massachusetts
Exhibit K.3 NUVEEN AUCTION AGENCY AGREEMENT Basic Terms for Acting as Auction Agent
Nuveen Auction Agency Agreement • May 22nd, 2006 • Nuveen Real Estate Income Fund • New York
AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement And State Street Bank and Trust Company
Transfer Agency and Service Agreement • July 22nd, 2013 • Nuveen Real Estate Income Fund

This Amendment is made as of this 1st day of July 2011 to the Transfer Agency and Service Agreement dated October 7, 2002, as amended (the “Agreement”) between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 16.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

WITNESSETH:
Subscription Agreement • May 22nd, 2006 • Nuveen Real Estate Income Fund
WITNESSETH:
Nuveen Real Estate Income Fund • November 14th, 2001 • Nuveen Real Estate Income Fund
Form of Agreement Nuveen Investments, LLC
Nuveen Real Estate Income Fund • October 31st, 2007 • New York

From time to time Nuveen Investments, LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by Nuveen Real Estate Income Fund, 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.

WITNESSETH:
To Custodian Agreement • May 22nd, 2006 • Nuveen Real Estate Income Fund • Massachusetts
NUVEEN REAL ESTATE INCOME FUND Chicago, Illinois 60606
Nuveen Real Estate Income Fund • March 7th, 2014

Nuveen Real Estate Income Fund 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. 333-190055 and 811-10491) (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.

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NUVEEN REAL ESTATE INCOME FUND RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 23rd, 2007 • Nuveen Real Estate Income Fund

This Agreement made this 24th day of May 2006 by and between Nuveen Real Estate Income Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”);

NUVEEN REAL ESTATE INCOME FUND NOTICE OF CONTINUANCE OF INVESTMENT SUB-ADVISORY AGREEMENT
Nuveen Real Estate Income • March 23rd, 2007 • Nuveen Real Estate Income Fund

WHEREAS, Nuveen Asset Management, a Delaware corporation (the “Manager “) and Security Capital Research & Management Incorporated, a Delaware corporation (the “Sub-Adviser”) have entered into a Sub-Advisory Agreement dated as of July 28, 2005 (the “Agreement”), pursuant to which the Sub-Adviser furnishes investment advisory services to the various series of Nuveen Real Estate Income Fund; and

NUVEEN REAL ESTATE INCOME FUND NOTICE OF CONTINUANCE OF INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 31st, 2007 • Nuveen Real Estate Income Fund

WHEREAS, Nuveen Asset Management, a Delaware corporation (the “Manager “) and Security Capital Research & Management Incorporated, a Delaware corporation (the “Sub-Adviser”) have entered into a Sub-Advisory Agreement dated as of July 28, 2005 (the “Agreement”), pursuant to which the Sub-Adviser furnishes investment advisory services to Nuveen Real Estate Income Fund; and

FORM OF AGREEMENT NUVEEN REAL ESTATE INCOME FUND Chicago, Illinois 60606
Form of Agreement • October 31st, 2007 • Nuveen Real Estate Income Fund • Illinois

Nuveen Real Estate Income Fund 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. 333-141547 and 811-010491) (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.

SCHEDULE A
Nuveen Real Estate Income Fund • May 22nd, 2006
NUVEEN REAL ESTATE INCOME FUND RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 31st, 2007 • Nuveen Real Estate Income Fund

This Agreement made this 23rd day of May 2007 by and between Nuveen Real Estate Income Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Adviser”);

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