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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 pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3
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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.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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(3) Filing party:
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(4) Date filed:
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NOTICE OF ANNUAL MEETINGS 333 West Wacker Drive
OF SHAREHOLDERS - JULY 24, 1997 Chicago, Illinois
60606
(800) 257-8787
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3
NUVEEN INSURED CALIFORNIA SELECT TAX-FREE
INCOME PORTFOLIO
NUVEEN INSURED NEW YORK SELECT TAX-FREE
INCOME PORTFOLIO
June 5, 1997
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio 2,
Nuveen Select Tax-Free Income Portfolio 3, Nuveen Insured California Select
Tax-Free Income Portfolio and Nuveen Insured New York Select Tax-Free Income
Portfolio, each a Massachusetts business trust (each, a "Fund" and,
collectively, the "Funds"), will be held in the 31st floor conference room of
John Nuveen & Co. Incorporated, 333 West Wacker Drive, Chicago, Illinois, on
Thursday, July 24, 1997, at 9:30 a.m., central time, for the following purposes:
1. To elect six (6) trustees to serve until the next Annual Meeting and
until their successors shall have been duly elected and qualified.
2. To ratify the selection of Ernst & Young LLP as independent auditors for
the fiscal year ending March 31, 1998.
3. 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 May 28, 1997 are
entitled to notice of and to vote at that Fund's Annual Meeting.
IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR THE FUNDS, AND TO ASSURE THAT
YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON AT
YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
Gifford R. Zimmerman
Vice President and Assistant Secretary
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JOINT PROXY STATEMENT
JUNE 5, 1997 333 West Wacker
Drive
Chicago, Illinois
60606
(800) 257-8787
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3
NUVEEN INSURED CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO
NUVEEN INSURED NEW YORK SELECT TAX-FREE INCOME PORTFOLIO
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees of each of Nuveen Select Tax-Free Income Portfolio
("Select Portfolio"), Nuveen Select Tax-Free Income Portfolio 2 ("Select
Portfolio 2"), Nuveen Select Tax-Free Income Portfolio 3 ("Select Portfolio 3"),
Nuveen Insured California Select Tax-Free Income Portfolio ("California Select
Portfolio") and Nuveen Insured New York Select Tax-Free Income Portfolio ("New
York Select Portfolio") (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 July 24, 1997 (for each Fund, an "Annual Meeting" and, collectively, the
"Annual Meetings"), and at any and all adjournments thereof.
On the matters 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 six nominees for trustee, as listed in this Joint
Proxy Statement, and FOR ratification of the selection of Ernst & Young LLP as
each Fund's independent auditors. Shareholders of any Fund who execute proxies
may revoke them at any time before they are voted by filing with that Fund a
written notice of revocation, by delivering a duly executed proxy bearing a
later date, or by attending that Annual Meeting and voting in person.
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 in light of the same matters being considered and
voted on by the 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. 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. The inspectors of election will treat
abstentions and "broker non-votes" (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
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or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting powers on a particular matter) as present for purposes of
determining a quorum.
For purposes of determining the approval of the matters submitted to the
shareholders for a vote, abstentions and broker non-votes will have no effect in
the election of trustees (the six nominees receiving the largest number of votes
will be elected) and will be treated as shares voted against ratification of the
selection of independent auditors. The details of both proposals to be voted on
by the shareholders of each Fund and the vote required for approval of each
proposal are set forth under the description of each proposal below.
As of May 28, 1997, there were issued and outstanding 16,378,097 shares of
Select Portfolio, 17,607,068 shares of Select Portfolio 2, 12,964,123 shares of
Select Portfolio 3, 6,257,068 shares of California Select Portfolio and
3,907,068 shares of New York Select Portfolio. Those persons who were
shareholders of record at the close of business on May 28, 1997 will be entitled
to one vote for each share held.
This Proxy Statement is first being mailed to shareholders of the Funds on or
about June 5, 1997.
1. ELECTION OF TRUSTEES OF EACH FUND
At each Fund's Annual Meeting, six (6) trustees are to be elected to serve until
the next Annual Meeting and until their successors shall have been duly elected
and qualified. The affirmative vote of a plurality of the shares present and
entitled to vote 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 table below shows each nominee's age, principal occupation and other
business affiliations and the number of shares of the Funds which each nominee
beneficially owned as of April 30, 1997. Messrs. Bacon, Kissick and Leafstrand
have been trustees of the Funds since each Fund was organized in 1992. Anthony
T. Dean and Sheila W. Wellington were elected trustees in 1994, and Timothy R.
Schwertfeger was elected as a trustee in 1996. The nominees for election to the
Board are the same for each Fund.
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THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS GIVE
VOTING INSTRUCTIONS FOR THE ELECTION OF THE NOMINEES NAMED BELOW.
NOMINEES FOR TRUSTEE OF EACH FUND
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FULL SHARES
BENEFICIALLY OWNED AS
OF
APRIL 30, 1997
---------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS OF THE ALL NUVEEN
NOMINEES AS OF APRIL 30, 1997(1) FUNDS(2) FUNDS(3)
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*Anthony T. Dean (52) 1,000 9,045
Chairman (since July 1996) and Trustee of the Funds
(since August 1994), formerly President of the Funds
(from August 1994 to July 1996); President (since July
1996) and Director of The John Nuveen Company, John
Nuveen & Co. Incorporated, Nuveen Advisory Corp., Nuveen
Institutional Advisory Corp. and the Funds advised by
Nuveen Advisory Corp.; previously, Executive Vice
President of The John Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
James E. Bacon (66) 1,000 3,729
Trustee of the Funds; Business consultant; Director of
Lone Star Industries, Inc. (cement) (since February
1992); previously, Director and Executive Vice President
of U.S. Trust Corporation and Trustee of United States
Trust Company of New York.
William L. Kissick (64) 1,800 3,000
Trustee of the Funds; Professor, School of Medicine and
the Wharton School of Management and Chairman, Leonard
Davis Institute of Health Economics, University of
Pennsylvania.
Thomas E. Leafstrand (65) 3,552 3,552
Trustee of the Funds; retired (since 1990); previously,
Vice President in charge of Municipal Underwriting and
Dealer Sales at The Northern Trust Company.
*Timothy R. Schwertfeger (48) 0 154,499
President and Trustee of the Funds (since July 1996);
Chairman (since July 1996) and Director of The John
Nuveen Company, John Nuveen & Co. Incorporated, Nuveen
Advisory Corp., Nuveen Institutional Advisory Corp. and
the Funds advised by Nuveen Advisory Corp.; previously,
Executive Vice President of The John Nuveen Company, John
Nuveen & Co. Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Sheila W. Wellington (65) 4,000 12,371
Trustee of the Funds; President (since 1993) of Catalyst
(a not-for-profit organization focusing on women's
leadership development in business and the professions);
previously (from July 1987 to July 1993), Secretary of
Yale University.
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(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Fund's investment
adviser, Nuveen Institutional Advisory Corp.
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(1) The trustees are also trustees of 3 open-end funds advised by Nuveen
Institutional Advisory Corp. ("NIAC"). In addition, A. Dean and T. Schwertfeger
are both directors of 52 closed-end funds and 42 open-end funds advised by
Nuveen Advisory Corp. ("NAC").
(2) No trustee nominee beneficially owned on April 30, 1997 as much as 1/10 of
1% of the outstanding shares of any Fund. The shares in this column include the
following:
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SELECT SELECT SELECT
PORTFOLIO PORTFOLIO 2 PORTFOLIO 3
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Anthony T. Dean 1,000
James E. Bacon 1,000
William L. Kissick 600 600 600
Thomas E. Leafstrand 3,150 100 302
Sheila W. Wellington 1,000 1,000 2,000
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(3) The number shown reflects the aggregate number of common shares beneficially
owned by the nominee in the Funds, the other Funds advised by NIAC and the funds
advised by NAC (excluding the NAC money market funds).
No trustee nominee beneficially owned any shares of California Select Portfolio
or shares of New York Select Portfolio. The above persons have sole voting power
and sole investment power as to the shares listed, with the exception of Sheila
W. Wellington, who holds her shares jointly with her spouse.
COMPENSATION
The trustees affiliated with John Nuveen & Co. Incorporated ("Nuveen") or Nuveen
Institutional Advisory Corp. ("NIAC") serve without any compensation from the
Funds. Trustees who are not affiliated with Nuveen or NIAC receive a $20,000
annual retainer for serving as a trustee of all funds managed by NIAC and a
$1,000 fee per day plus expenses for attendance at all meetings held on a day on
which a regularly scheduled Board meeting is held for each Fund, a $500 fee per
day plus expenses for attendance in person or by telephone at all meetings
(other than a meeting of the executive committee held solely to declare a
dividend) held on a day on which no regular Board meeting is held, and a $100
fee per day plus expenses for attendance 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 table below shows, for each trustee who is not affiliated with Nuveen or
NIAC, the aggregate compensation paid by each Fund for its fiscal year ended
March 31, 1997 and the
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total compensation that the Funds advised by NIAC accrued for each independent
trustee during the calendar year 1996.
COMPENSATION TABLE
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TOTAL
COMPENSATION
FROM FUND
COMPLEX PAID
NAME OF TRUSTEE AGGREGATE COMPENSATION FROM EACH OF THE FUNDS TO TRUSTEES(1)
- --------------------- ---------------------------------------------------------- --------------
CALIFORNIA NEW YORK
SELECT SELECT SELECT SELECT SELECT
PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO
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James E. Bacon $7,035 $7,461 $5,327 $2,747 $1,788 $27,500
William L. Kissick 7,035 7,461 5,327 2,747 1,788 27,500
Thomas E. Leafstrand 7,180 7,616 5,436 2,800 1,820 28,500
Sheila W. Wellington 7,035 7,461 5,327 2,747 1,788 27,500
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(1) Includes compensation for service on the board of the Funds and the 3
open-end funds advised by NIAC.
Anthony T. Dean, Thomas E. Leafstrand and Timothy R. Schwertfeger serve as
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 respective executive committees of the Funds held eleven meetings during the
fiscal year ended March 31, 1997.
Each Fund's Board of Trustees has an audit committee composed of James E. Bacon,
William L. Kissick, Thomas E. Leafstrand and Sheila W. Wellington, trustees of
the Funds who are not "interested persons." Each Fund's audit committee reviews
the work and any recommendations of that Fund's independent auditors. Based on
such review, it is authorized to make recommendations to the Board of Trustees.
The respective audit committees of the Funds held two meetings during the fiscal
year ended March 31, 1997.
Nomination of those trustees who are not "interested persons" of a Fund is
committed to a nominating committee composed of the trustees who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested trustees. The respective nominating
committees of the Funds held one meeting during the fiscal year ended March 31,
1997. No policy or procedure has been established as to the recommendation of
trustee nominees by shareholders.
The respective Boards of Trustees of each Fund held five meetings during the
fiscal year ended March 31, 1997.
Each Fund has the same executive officers. The following table sets forth
information with respect to each executive officer of the Funds, other than
executive officers who are trustees and included in the table on page 3.
Officers of the Funds receive no compensation from the Funds. All officers of
the Funds have held the positions noted below since organization of the Funds
except Kathleen M. Flanagan, Larry W. Martin and Gifford R. Zimmerman who have
been officers since the dates indicated below. The term of office of all
officers will expire at
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the first meeting of the Board of Trustees of each Fund after the Annual
Meeting, which Board of Trustees' meeting is presently scheduled to be held on
July 24, 1997 for each Fund.
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Name, Age and Principal Occupations
of Executive Officers as of April 30, 1997 Positions and Offices with Funds
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Kathleen M. Flanagan, 49 Vice President (since August
Vice President of John Nuveen & Co. 1994)
Incorporated and (since June 1996) Vice
President of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Anna R. Kucinskis, 51 Vice President
Vice President of John Nuveen & Co.
Incorporated.
Larry W. Martin, 45 Vice President (since August
Vice President (since September 1992), 1994) and Assistant Secretary
Assistant Secretary and Assistant General (since organization)
Counsel of John Nuveen & Co. Incorporated;
Vice President (since May 1993) and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary (since February 1993) of The John
Nuveen Company.
O. Walter Renfftlen, 57 Vice President & Controller
Vice President & Controller of The John Nuveen
Company, John Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.
H. William Stabenow, 62 Vice President & Treasurer
Vice President & Treasurer of The John Nuveen
Company, John Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.
Ronald E. Toupin, Jr., 38 Vice President
Vice President of Nuveen Institutional
Advisory Corp.
Gifford R. Zimmerman, 40 Vice President (since August
Vice President (since September 1992), 1994) and Assistant Secretary
Assistant Secretary and Assistant General (since organization)
Counsel of John Nuveen & Co. Incorporated;
Vice President (since May 1993) and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
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On April 30, 1997, trustees and executive officers of the Funds as a group
beneficially owned 4,750 shares of Select Portfolio, 3,700 shares of Select
Portfolio 2 and 2,902 shares of Select Portfolio 3 (in each case, less than 1/10
of 1%) and did not beneficially own any shares of California Select Portfolio or
shares of New York Select Portfolio.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require 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 Funds' equity securities to file forms reporting their
affiliation with that Fund and reports of ownership and changes in ownership of
that Fund's shares with the Securities and Exchange Commission (the "SEC")
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and the New York Stock Exchange. These persons and entities are required by SEC
regulation to furnish each Fund with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, all of the Funds
believe that during the fiscal year ending March 31, 1997, all Section 16(a)
filing requirements applicable to the Funds' officers and trustees, investment
adviser and affiliated persons of the investment adviser were complied with
except that the respective Funds inadvertently failed to file Form 4s in a
timely fashion on behalf of Mr. Kissick in connection with his purchases in
December 1996 of additional shares of Select Portfolio, Select Portfolio 2 and
Select Portfolio 3. Reports describing such transactions were subsequently
filed. There are no shareholders who own ten percent or more of the outstanding
shares of any of the Funds.
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board of Trustees who are not "interested persons" of
that Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending March 31, 1998. Ernst & Young LLP has served
each Fund in this capacity since that Fund was organized and has no direct or
indirect financial interest in that Fund except as auditors and independent
accountants. The selection of Ernst & Young LLP as independent auditors of each
Fund is being submitted to the shareholders for ratification, which requires the
affirmative vote of a majority of the shares of each Fund present and entitled
to vote on the matter. A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting and will be available to respond to any
appropriate questions raised at the Annual Meeting and to make a statement if he
or she wishes.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS GIVE
VOTING INSTRUCTIONS FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS.
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER AND THE INVESTMENT MANAGEMENT
AGREEMENTS
NIAC, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment
adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of
Nuveen, also located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen
is a subsidiary of The John Nuveen Company 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 acted as
co-managing underwriter in the initial public offerings of shares of Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Select Portfolio
and New York Select Portfolio in 1992.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 1998, a shareholder proposal must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than February 6, 1998.
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EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and 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 any Fund, by officers or employees of John
Nuveen & Co. Incorporated or Nuveen Institutional Advisory Corp., or by dealers
and their representatives. The Funds have engaged Tritech Services to assist in
the solicitation of proxies at a total estimated cost of $10,000.
ANNUAL REPORT DELIVERY
Annual reports were sent following the Funds' fiscal year to shareholders then
of record. Each of the Funds will furnish, without charge, a copy of its annual
report to its shareholders upon request. Such written or oral requests should be
directed to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or by
calling 1-800-257-8787.
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 upon such matters in accordance with the
judgment of the persons acting under the proxies.
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 Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of the meeting.
Failure of a quorum to be present at any 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 the Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals 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 IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Gifford R. Zimmerman
Vice President and Assistant Secretary
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NXP797
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PROXY BALLOT
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3
SHARES OF BENEFICIAL INTEREST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 24, 1997
The undersigned hereby appoints Anthony T. Dean, Timothy R. Schwertfeger and
Gifford R. Zimmerman, and each of them, with full power of substitution,
proxies for the undersigned to represent and vote the shares of Beneficial
Interest of the undersigned at the Annual Meeting of Shareholders of Nuveen
Select Tax-Free Income Portfolio 3 to be held on July 24, 1997, and in their
discretion, the Proxies are authorized to vote upon such other business as may
properly come before the meeting, or any adjournment or adjournments thereof:
1. Election of Trustees:
NOMINEES:--James E. Bacon, Anthony T. Dean, William L. Kissick, Thomas E.
Leafstrand, Timothy R. Schwertfeger, Sheila W. Wellington.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending March 31, 1998.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES ON THE REVERSE SIDE. IF YOU DO NOT MARK ANY BOXES, YOUR PROXY WILL BE
VOTED IN ACCORDANCE WITH THE BOARD OF TRUSTEES RECOMMENDATIONS. PLEASE SIGN,
DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE
NXR797
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. / X /
1. ELECTION OF TRUSTEES: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(SEE REVERSE FOR NOMINEES) all nominees to vote for all nominees for nominees indicated below
____________________________
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR
do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle
above.
To WITHHOLD authority to vote for ANY ONE OR MORE of the nominees, mark the
box on the right above AND write each nominee's name in the space provided.
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR AGAINST ABSTAIN
FOR THE FISCAL YEAR ENDING MARCH 31, 1998. / / / / / /
3. 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 TRUSTEES
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
Shareholder sign here_______________________________ Date _________________
Co-owner sign here _________________________________ Date _________________
NOTE: Please sign exactly as your name appears on this Proxy. If signing for
estates, trusts or corporations, title or capacity should be stated. If shares
are held jointly, each holder should sign.
/ / BK NXP797 NXR797