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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(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:

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

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

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

(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):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

[ ] 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:

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

(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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2

NOTICE OF ANNUAL MEETINGS 333 West Wacker Drive
OF SHAREHOLDERS - JULY 28, 1999 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 18, 1999

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 Grand Ballroom of the Hotel
Inter-Continental, 505 North Michigan Avenue, Chicago, Illinois, on Wednesday,
July 28, 1999, at 10:30 a.m., Chicago 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, 2000.

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 June 4, 1999 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.

Gifford R. Zimmerman
Vice President and Secretary
3

JOINT PROXY STATEMENT

JUNE 18, 1999 333 West Wacker
Drive
Chicago, Illinois
60606
(800) 257-8787

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 28, 1999 (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 June 4, 1999, 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 June 4, 1999 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 18, 1999.

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.

Other than Mr. Schwertfeger, none of the trustees have ever been a director or
an employee of John Nuveen & Co. Incorporated ("Nuveen") or any affiliate.

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, 1999. Messrs. Bacon, Kissick and Leafstrand
have been trustees of the Funds since each Fund was organized in 1992. Ms.
Wellington and Mr. Schwertfeger were elected as trustees in 1994 and 1996,
respectively. Mr. Evans was appointed to the Board in January 1999. A vacancy
currently exists on each of the Fund's Boards; however, no candidate has been
nominated to fill the vacancy. 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

- --------------------------------------------------------------------------------
FULL SHARES
BENEFICIALLY OWNED AS
OF
APRIL 30, 1999
---------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS OF THE ALL NUVEEN
NOMINEES AS OF APRIL 30, 1999(1) FUNDS(2) FUNDS(3)
- --------------------------------------------------------------------------------

James E. Bacon (68) 1,000 3,695
Trustee of the Funds; Business consultant; Director of
Lone Star Industries, Inc. (cement); Treasurer, Cathedral
of St. John the Devine (New York City); previously,
Director and Executive Vice President of U.S. Trust
Corporation and Trustee of United States Trust Company of
New York.
Jack B. Evans (50) 0 444
Trustee of the Funds; President, The Hall-Perrine
Foundation (a private philanthropic corporation);
previously, President and Chief Operating Officer, SCI
Financial Group, Inc. (a regional financial services
firm).
William L. Kissick (66) 2,000 2,826
Trustee of the Funds; Professor, School of Medicine and
the Wharton School of Management and former Chairman,
Leonard Davis Institute of Health Economics, University
of Pennsylvania.
Thomas E. Leafstrand (67) 3,552 3,751
Trustee of the Funds; retired; previously, Vice President
in charge of Municipal Underwriting and Dealer Sales at
The Northern Trust Company.
*Timothy R. Schwertfeger (50) 0 228,440
Chairman (since May 1999), President and Trustee (since
July 1996) of the Funds; 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.;
Chairman and Director (since January 1997) of Nuveen
Asset Management, Inc.; Chairman and Director of
Rittenhouse Financial Services, Inc. (since March 1999).
Sheila W. Wellington (67) 4,000 15,254
Trustee of the Funds; President of Catalyst (a
not-for-profit organization focusing on women's
leadership development in business and the professions).
- --------------------------------------------------------------------------------

(*) "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 6 open-end funds advised by Nuveen
Institutional Advisory Corp. ("NIAC"). In addition, Mr. Schwertfeger is a
director of 55 closed-end funds and 36 open-end funds advised by Nuveen Advisory
Corp. ("NAC").

(2) No trustee nominee beneficially owned on April 30, 1999 as much as 1/10 of
1% of the outstanding shares of any Fund. The shares in this column include the
following:

- ------------------------------------------------------------------------------------------------
SELECT SELECT SELECT
PORTFOLIO PORTFOLIO 2 PORTFOLIO 3
- ------------------------------------------------------------------------------------------------

James E. Bacon 1,000
William L. Kissick 700 700 600
Thomas E. Leafstrand 3,150 100 302
Sheila W. Wellington 1,000 1,000 2,000
- ------------------------------------------------------------------------------------------------

(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). For each trustee,
includes share equivalents of certain Nuveen Funds in which the trustee is
deemed to be invested pursuant to the Deferred Compensation Plan for Independent
Trustees, as more fully described under "Compensation." For Mr. Schwertfeger,
also includes shares held in Nuveen's 401(k)/Profit Sharing Plan.

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 above, with the exception of
Sheila W. Wellington, who holds her shares jointly with her spouse.

COMPENSATION

The trustees affiliated with Nuveen or Nuveen Institutional Advisory Corp.
("NIAC") serve without any compensation from the Funds. Historically, trustees
who were not affiliated with Nuveen or NIAC received 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 was 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 was held, and a $100 fee per day plus expenses
for attendance at a meeting of the executive committee. In light of the
increased duties assigned to the trustees in connection with the addition of the
equity funds managed by NIAC, effective January 1, 1999, the annual retainer and
other fees associated with serving as a trustee were increased. The new fees are
as follows: $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 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
$500 for attendance by telephone of such meetings. No other fees were increased.
The annual retainer, fees and expenses are allocated among the Funds on the
basis of relative net asset sizes.

Effective January 1, 1999, the Board of Trustees of certain Nuveen Funds (the
"Participating Funds") established the Deferred Compensation Plan for
Independent Trustees (the "Plan"). Under the Plan, the Independent Trustees of
the Participating Funds may defer receipt of all, or a portion of, their
compensation for services to the Participating Funds. Any deferred amount is
treated as though an equivalent dollar amount had been invested in shares of one
or more Eligible Funds selected by the participant trustee.

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Each of the Funds is a Participating Fund and each Independent Trustee has
elected to defer all or a portion of their compensation in the following manner:
James E. Bacon, 52% of compensation; Jack B. Evans, 50% of compensation; William
L. Kissick, 46% of compensation; Thomas E. Leafstrand, 50% of compensation; and
Sheila W. Wellington, 100% of compensation.

The table below shows, for each trustee who is not affiliated with Nuveen or
NIAC, the aggregate compensation (1) paid by each Fund for its fiscal year ended
March 31, 1999 and (2) the total compensation paid by the Funds advised by NIAC
during the calendar year 1998.

COMPENSATION TABLE

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

James E. Bacon $3,461 $3,664 $2,677 $1,416 $945 $29,500
Jack B. Evans(2) -- -- -- -- -- --
William L. Kissick 3,461 3,664 2,677 1,416 945 29,500
Thomas E. Leafstrand 3,840 4,068 2,965 1,558 1,032 32,000
Sheila W. Wellington 3,461 3,664 2,677 1,416 945 29,500
- -------------------------------------------------------------------------------------------------

(1) Includes compensation for service on the board of the Funds and the open-end
funds advised by NIAC.

(2) Mr. Evans was appointed a trustee in January 1999. As trustees receive
compensation quarterly, payable in arrears, Mr. Evans did not receive any
compensation prior to the Funds' March 31, 1999 fiscal year end.

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 four meetings during the
fiscal year ended March 31, 1999. Each meeting of the executive committee was
held solely to declare dividends.

Thomas E. Leafstrand and Timothy R. Schwertfeger are the current members of the
dividend committee for each Fund. The dividend committee was formed in July 1998
and is authorized to declare distributions on the Funds' shares including, but
not limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each Fund held nine meetings during the
period from its inception in July 1998 through the Funds' fiscal year end of
March 31, 1999.

Each Fund's Board of Trustees has an audit committee composed of James E. Bacon,
Jack B. Evans, 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

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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, 1999.

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. Members of each Fund's nominating committee
are James E. Bacon, Jack B. Evans, William L. Kissick, Thomas E. Leafstrand and
Sheila W. Wellington. Each Fund's nominating committee identifies and recommends
individuals to be nominated for election as non-interested trustees. The
respective nominating committees of the Funds held three meetings during the
fiscal year ended March 31, 1999. 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 four meetings during the
fiscal year ended March 31, 1999. During the last fiscal year, each Board member
attended 75% or more of each Fund's Board meetings and committee meetings (if a
member thereof), except that Mr. Schwertfeger was unable to attend the meetings
of the executive committee held solely to declare dividends. His attendance at
all executive committee meetings was less than 75%.

Each Fund has the same executive officers. The following table sets forth
information with respect to each executive officer of the Funds, other than Mr.
Schwertfeger who is a trustee and included in the table on page 3. Officers of
the Funds receive no compensation from the Funds. The term of office of all
officers will expire at 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 28, 1999 for each Fund.

- ----------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
OF EXECUTIVE OFFICERS AS OF APRIL 30, 1998 Positions and Offices with Funds
- ----------------------------------------------------------------------------------

Alan G. Berkshire, 37 Vice President and Assistant
Vice President and General Counsel (since Secretary (since May 1998)
September 1997) and Secretary (since May 1998)
of The John Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; prior thereto,
Partner in the law firm of Kirkland & Ellis.
Peter H. D'Arrigo, 31 Vice President and Treasurer
Vice President of John Nuveen & Co. (since January 1999)
Incorporated (since January 1999); prior
thereto, Assistant Vice President from January
1997 to January 1999; formerly, Associate of
John Nuveen & Co. Incorporated; Chartered
Financial Analyst.
Michael S. Davern, 41 Vice President (since July 1998)
Vice President of Nuveen Advisory Corp. (since
January 1997); prior thereto, Vice President
of Flagship Financial Inc.
Lorna C. Ferguson, 52 Vice President (since February
Vice President of John Nuveen & Co. 1998)
Incorporated and (since January 1998) Vice
President of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Stephen D. Foy, 43 Vice President and Controller
Vice President of John Nuveen & Co. (since May 1998)
Incorporated and (since May 1998) The John
Nuveen Company; Certified Public Accountant.

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Larry W. Martin, 46 Vice President (since August
Vice President, Assistant Secretary and 1994) and Assistant Secretary
Assistant General Counsel of John Nuveen & Co. (since organization)
Incorporated; Vice President and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary of The John Nuveen Company;
Assistant Secretary of Nuveen Asset Management
(since January 1997).
Edward F. Neild, IV, 33 Vice President (since July 1998)
Vice President of Nuveen Advisory Corp. (since
September 1996); prior thereto, Assistant Vice
President (from December 1993 to September
1996); Vice President of Nuveen Institutional
Advisory Corp. (since September 1996); prior
thereto, Assistant Vice President (from May
1995 to September 1996) and portfolio manager;
Chartered Financial Analyst.
Stuart W. Rogers, 41 Vice President (since October
Vice President of John Nuveen & Co. 1997)
Incorporated.
William S. Swanson, 32 Vice President (since May 1998)
Vice President of John Nuveen & Co.
Incorporated (since October 1997); prior
thereto, Assistant Vice President (from
September 1996 to October 1997); formerly,
Associate of John Nuveen & Co. Incorporated;
Chartered Financial Analyst.
Gifford R. Zimmerman, 41 Vice President (since August
Vice President, Assistant Secretary and 1994) and Secretary (since May
Associate General Counsel of John Nuveen & Co. 1998)
Incorporated; Vice President and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary of The John Nuveen Company;
Chartered Financial Analyst.
- ----------------------------------------------------------------------------------

On April 30, 1999, trustees and executive officers of the Funds as a group
beneficially owned 4,850 shares of Select Portfolio, 2,800 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. On April 30, 1999, trustees and executive
officers of the Funds as a group beneficially owned 279,071 common shares of all
of the Nuveen Funds managed by NIAC and Nuveen Advisory Corp. ("NAC") (including
share equivalents of certain Nuveen Funds in which the trustee is deemed to be
invested in connection with the deferral of compensation by Board trustees
pursuant to the Plan and shares held by the executive officers in Nuveen's
401(k)/Profit Sharing Plan, but excluding shares of the NAC money market funds).

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 (the
"1934 Act"), 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

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ownership and changes in ownership of that Fund's shares with the Securities and
Exchange Commission (the "SEC") 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,
1999, 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. 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, 2000. 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 2000, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than February 18, 2000. 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 May 4, 2000. Timely submission of a
proposal does not mean that such proposal will be included.

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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
Nuveen or NIAC, or by dealers and their representatives.

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 Secretary

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[NUVEEN LOGO]
JOHN NUVEEN & CO., INC.
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1286

NUVEEN SELECT PORTFOLIO 3
ANNUAL MEETING OF SHAREHOLDERS

COMMON SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF
SHAREHOLDERS, JULY 28, 1999

The annual meeting of shareholders will be held Wednesday, July 28, 1999, at
10:30 a.m. Central Time, in the Grand Ballroom of the Hotel Inter-Continental,
505 North Michigan Avenue, Chicago, Illinois. At this meeting, you will be asked
to vote on the proposals described in the attached proxy statement. The
undersigned hereby appoints Timothy R. Schwertfeger, Alan G. Berkshire, Larry W.
Martin 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 July 28,
1999, or any adjournment or adjournments thereof.

You are encouraged to specify your choices by marking the appropriate boxes. If
you do not mark any boxes, your proxy will be voted "FOR" the proposals. 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, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X

[CONTROL NUMBER]
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NUVEEN SELECT PORTFOLIO 3

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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VOTE ON PROPOSALS

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

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

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2. RATIFICATION OF THE SELECTION FOR AGAINST ABSTAIN
OF ERNST & YOUNG LLP AS / / / / / /
INDEPENDENT AUDITORS FOR
THE CURRENT FISCAL YEAR

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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 special 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 and "FOR" the proposal set forth on this proxy.

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.

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