To the Board of Trustees and Shareholders of
Nuveen Income Fund:
In planning and performing our audit of the
financial statements of NUVEEN INCOME FUND
(one of the portfolios constituting the Nuveen
Investment Trust III (a Massachusetts business
trust)) for the year ended September 30, 2000, we
considered its internal control, including control
activities for safeguarding securities, in order to
determine our auditing procedures for the purpose
of expressing our opinion on the financial
statements and to comply with the requirements of
Form N-SAR, and not to provide assurance on
internal control.
The management of Nuveen Income Fund is
responsible for establishing and maintaining
internal control. In fulfilling this responsibility,
estimates and judgments by management are
required to assess the expected benefits and related
costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective
of preparing financial statements for external
purposes that are fairly presented in conformity
with generally accepted accounting principles.
Those controls include the safeguarding of assets
against unauthorized acquisition, use or
disposition.
Because of inherent limitations in internal control,
errors or fraud may occur and not be detected.
Also, projection of any evaluation of internal
control to future periods is subject to the risk that it
may become inadequate because of changes in
conditions or that the effectiveness of the design
and operation may deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal control
that might be material weaknesses under standards
established by the American Institute of Certified
Public Accountants. A material weakness is a
condition in which the design or operation of one
or more of the internal control components does
not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts
that would be material in relation to the financial
statements being audited may occur and not be
detected within a timely period by employees in
the normal course of performing their assigned
functions. However, we noted no matters
involving internal control and its operation,
including controls for safeguarding securities, that
we consider to be material weaknesses as defined
above as of September 30, 2000.
This report is intended solely for the information
and use of management and the Board of Trustees
of Nuveen Income Fund and the Securities and
Exchange Commission.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
November 20, 2000
