Edgar Filing: NUVEEN INSURED CALIFORNIA SELECT TAX FREE INCOME PORTFOLIO

SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
REG. SEC.240.14A-101
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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

[ ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to sec.240.14a-12
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO
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previously. Identify the previous filing by registration statement number, or
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PRELIMINARY PROXY STATEMENT
DATED MAY 17, 2002
SUBJECT TO COMPLETION

* MAY 2002 *

IMPORTANT NOTICE
TO NUVEEN SELECT PORTFOLIO SHAREHOLDERS
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.

Q. WHY AM I RECEIVING THIS PROXY STATEMENT?

A. Closed-end investment companies listed on the New York Stock Exchange such
as your Fund are required to hold annual meetings to approve the election of
Trustees. In addition, such companies are required to obtain shareholder
approval for certain changes to their organizational documents and changes to
their investment policies. Your Fund is seeking shareholder approval on the
following items:

- To elect seven (7) trustees to serve for each Fund until the next annual
meeting.

- An amendment to the Declaration of Trust.

Please refer to the proxy statement for a detailed explanation of the proposed
items.

Q. HOW WILL THE PROPOSAL TO AMEND THE DECLARATION OF TRUST AFFECT ME AS A FUND
SHAREHOLDER?

A. The investment manager for your Fund is seeking to maintain competitive
dividend rates. If the amendments to the Declarations of Trust are approved, the
Funds' investment manager will have greater ability to invest in higher
yielding, longer-term investment grade municipal obligations. The amendments
will accomplish this by eliminating the 2017 termination date for each Fund and
permit it to operate indefinitely.

Q. HAVE SHAREHOLDERS PREVIOUSLY CONSIDERED THE PROPOSAL TO AMEND THE
DECLARATION OF TRUST?

A. Yes, shareholders considered this proposal at the last annual meeting.
However, due to a tabulation error, the proposal needs to be reconsidered.

Q. HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?

A. After careful consideration, the trustees of your Fund unanimously recommend
that you vote "FOR" each of the items proposed.

Q. WILL MY VOTE MAKE A DIFFERENCE?

A. Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response to these items will help save on the costs
of any further solicitations for a shareholder vote. We encourage all
shareholders to participate in the governance of their Fund.

Q. WHO DO I CALL IF I HAVE QUESTIONS?

A. If you need any assistance, or have any questions regarding the proposals or
how to vote your shares, please call your financial advisor or Nuveen at (800)
257-8787 weekdays from 7:00 a.m. to 7:00 p.m. Central time.

Q. HOW DO I VOTE MY SHARES?

A. You can vote your shares by completing and signing the enclosed proxy card,
and mailing them in the enclosed postage-paid envelope. In addition, you may
vote by telephone by calling the toll-free number on the proxy card or by
computer over the Internet (www.proxyvote.com) and using the control number on
the proxy card.

Q. WILL ANYONE CONTACT ME?

A. You may receive a call to verify that you received your proxy materials and
to answer any questions you may have about the proposals.

PRELIMINARY PROXY STATEMENT
DATED MAY 17, 2002
SUBJECT TO COMPLETION

NOTICE OF ANNUAL MEETINGS 333 West Wacker Drive
OF SHAREHOLDERS - JULY 31, 2002 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 CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO

May 28, 2002

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 California Select Tax-Free
Income Portfolio and Nuveen New York Select Tax-Free Income Portfolio, each a
Massachusetts business trust (each, a "Fund," and, collectively, the "Funds"),
will be held in the sixth floor auditorium of The Northern Trust Company, 50
South LaSalle Street, Chicago, Illinois, on Wednesday, July 31, 2002, at 10:30
a.m., Chicago time, for the following purposes:

1. To approve an amendment to the Declaration of Trust.

2. To elect seven (7) trustees to serve for each Fund until the next Annual
Meeting and until their successors shall have been duly elected and qualified.

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, 2002 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

JOINT PROXY STATEMENT

MAY 28, 2002 333 West Wacker
Drive
Chicago, Illinois
60606
(800) 257-8787

NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2 (NXQ)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3 (NXR)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO (NXN)

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 CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO ("CALIFORNIA PORTFOLIO") AND
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO ("NEW YORK 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 31, 2002 (FOR EACH FUND,
AN "ANNUAL MEETING" AND, COLLECTIVELY, THE "ANNUAL MEETINGS"), AND AT ANY AND
ALL ADJOURNMENTS THEREOF. This proxy statement is first being mailed to
shareholders of the Funds on or about May , 2002.

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 seven nominees for trustee, as listed in this
Joint Proxy Statement; and FOR the approval of an amendment to the Declaration
of Trust. 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.

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.] 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

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 seven nominees receiving the largest number of
votes will be elected) and will be treated as shares voted against the proposal
to amend each Fund's Declaration of Trust. The details of all 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.

Those persons who were shareholders of record at the close of business on May
28, 2002 will be entitled to one vote for each share held. As of May 28, 2002,
shares of the Funds were issued, outstanding and eligible to vote as follows:

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FUND NYSE TICKER SYMBOL SHARES
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Select Portfolio NXP
Select Portfolio 2 NXQ
Select Portfolio 3 NXR
California
Portfolio NXC
New York Portfolio NXN

This Proxy Statement is first being mailed to shareholders of the Funds on or
about May , 2002.

The following table indicates which shareholders are solicited with respect to
proposals considered at the Annual Meetings:

PROPOSALS
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----------------------
AMEND
DECLARATION ELECT
FUND OF TRUST TRUSTEES
------------------------------------------

Select Portfolio X X
Select Portfolio 2 X X
Select Portfolio 3 X X
California
Portfolio X X
New York Portfolio X X

1. APPROVAL OF AN AMENDMENT TO THE DECLARATION OF TRUST OF EACH FUND

BACKGROUND INFORMATION ON THE FUNDS

The investment objective of the Select Portfolio, Select Portfolio 2 and Select
Portfolio 3 (the "Select Funds") is to provide stable dividends exempt from
regular federal income tax, consistent with preservation of capital. Each Select
Fund seeks to achieve its investment objective by investing substantially all of
its assets in a diversified portfolio of long-term investment grade quality
municipal obligations which are judged by Nuveen Institutional Advisory Corp.
(the "Adviser" or "NIAC") to represent the best long-term values among those
municipal obligations that satisfy the Fund's credit quality standards.

The investment objective of the California Portfolio and New York Portfolio (the
"State Funds") is to provide stable dividends exempt from regular federal income
tax, as well as California personal income tax for the California Portfolio and
New York State and New York City personal income tax for the New York Portfolio,
consistent with preservation of capital. Each State Fund seeks to achieve its
investment objective by investing substantially all of its assets in a
diversified portfolio of long-term state investment grade quality municipal
obligations which are judged by NIAC to represent the best long-term values
among those municipal obligations that satisfy the Fund's credit quality
standards.

Each Fund will only purchase municipal obligations rated within the four highest
grades (BBB or Baa or better as rated by Standard & Poor's Corporation ("S&P")
or Moody's Investors Service, Inc. ("Moody's"), respectively), except that up to
20% of each Fund's assets may be invested in unrated municipal obligations
which, in the judgement of NIAC, are of comparable quality to those so rated. In
addition, for the State Portfolios, NIAC currently emphasizes investments in
municipal obligations that are rated within the three highest investment grades
by Moody's or S&P. Each Fund may also invest up to 20% of its net assets in
municipal obligations that pay interest subject to the U.S. federal alternative
minimum tax. Additionally, in order to keep cash on hand fully invested, each
Fund may invest in high quality short-term tax-exempt and taxable temporary
investments.

PROPOSED AMENDMENTS TO THE DECLARATIONS OF TRUST OF THE FUNDS

Although organized as closed-end investment companies which generally continue
to operate indefinitely, each of the Funds was organized in 1992 to terminate
approximately 20-25 years after the date of its offering of shares. More
specifically, under each Fund's Declaration of Trust, the respective Funds are
scheduled to terminate on the dates specified on the table below if not
terminated sooner in accordance with certain provisions.

------------------------------------
FUND TERMINATION DATE
------------------------------------

Select Portfolio March 31, 2017
Select Portfolio 2 June 30, 2017
Select Portfolio 3 July 31, 2017
California
Portfolio June 30, 2017
New York Portfolio June 30, 2017

In addition, the Funds were originally organized to be passively managed. NIAC
initially assembled relatively fixed investment portfolios that emphasized
municipal obligations that had maturities of approximately 18 to 28 years and
that had an average maturity of approximately 20-25 years. The bonds in each
Fund's portfolio were selected so that on average, they would not be redeemed at
the option of the issuer thereof for approximately 7 to 8 years from the date of
purchase by the applicable Fund.

Further, under each Fund's current non-fundamental investment policies, NIAC is
subject to limitations concerning the manner in which the portfolio of the
respective Fund can be adjusted, including a limitation that NIAC will adjust
the Fund's portfolio by purchasing municipal obligations that have, at the time
of purchase, a maturity which approximates the expected termination date of the
Fund.

The Board of Trustees of each Fund has determined that it is in the best
interest of shareholders to eliminate the provisions in each Fund's Declaration
of Trust that require the termination of each Fund on the dates set forth above.
The Board believes that eliminating the termination dates will increase NIAC's
ability to achieve each Fund's investment objective by allowing NIAC greater
investment flexibility to purchase municipal bonds with maturity dates that are
not tied to a Fund's termination date. In addition, the Board of Trustees
believes that if the termination dates are not eliminated, the Funds may become
less attractive to investors as they approach termination, which may have a
negative impact on the price at which a Fund's shares trade on the New York
Stock Exchange.

If the Declarations of Trust of the Funds are not amended to eliminate the
termination dates, the average maturities of the municipal obligations included
in the Funds are expected to shorten as termination approaches and the
obligations eligible to be purchased by the Funds will have shorter maturities
as time passes. However, if the amendments are approved, NIAC will be able to
remain invested in and purchase longer-term municipal obligations for each Fund.
The Funds will continue to emphasize municipal obligations with maturities of
approximately 18 to 28 years and an average maturity of approximately 20-25
years for the Funds.

Under normal market conditions, shorter-term municipal obligations generally pay
lower interest rates than longer-term obligations, and accordingly, a fund's
ability to hold more longer-term obligations increases such fund's ability to
earn higher yields. However, shorter-term securities are also generally subject
to less interest rate risk than longer-term securities. Interest rate risk is
the risk that bonds in a fund will decline in value because of a rise in
interest rates. Generally, bonds will increase in value when interest rates
decline and decrease in value when interest rates rise. Typically, bonds with
longer periods before maturing are more sensitive to interest rate changes and
subject to more risk. Accordingly, if the Funds' Declarations of Trust are
amended, the Funds will be able to purchase longer-term municipal bonds and the
Funds will be exposed to additional interest rate risk which may have an adverse
effect upon your investment in your Fund.

Also, the increased investment flexibility available to NIAC will allow the
Funds to be more actively managed and may increase the Fund's portfolio
turnover. A higher portfolio turnover rate may result in your Fund paying
increased transaction costs and could result in shareholders paying increased
taxes on realized investment gains.

Nevertheless, considering all relevant factors, the Board of Trustees of each
Fund proposes that shareholders approve an amendment to each Fund's Declaration
of Trust to eliminate the termination date for each Fund permitting each Fund to
operate indefinitely.

CONSIDERATIONS OF THE BOARD OF TRUSTEES

At meetings of the Board of Trustees of each Fund held on June 2, 2001 and
February 20, 2002, NIAC, the investment adviser to the Funds, recommended, and
the Board approved, the elimination of the termination date for each of the
Funds. The Board also approved the elimination of each Fund's non-fundamental
investment policy that required NIAC to adjust the portfolios of the Funds by
purchasing municipal obligations that have at the time of the purchase a
maturity which approximates the expected termination date of the respective
Fund. Non-fundamental investment policies may be changed by the Board of
Trustees without shareholder vote. NIAC believes that elimination of the
termination dates and the above non-

fundamental policy will benefit the Funds by providing NIAC with greater
investment flexibility to pursue their stated investment objectives.

If the termination dates are not eliminated, NIAC believes that it will unduly
impair the Funds' ability to achieve their respective investment objectives.
Because of the termination date, the Fund's current investment policy restricts
the Funds from purchasing securities that at the time of purchase have
maturities beyond the Funds' termination dates. As a Fund approaches
termination, the municipal securities eligible to be purchased for the Fund will
have shorter maturities. Under normal market conditions, these shorter-term
market securities generally pay a lower interest rate than similar securities
with longer maturities. In addition, the Funds would likely hold a greater
portion of their assets in cash and cash equivalents as termination approaches.
As a result of the foregoing, under normal market conditions, the Funds would
likely be required to reduce dividend rates.

It is currently anticipated, however, that if the amendments are approved, NIAC
would continue to emphasize investments in municipal obligations that on
average, may not be redeemed at the option of the issuer thereof for
approximately 7 to 8 years from the date of purchase by the Funds.

The Board of Trustees of each Fund believes it is in the best interests of
shareholders to amend the Declaration of Trust to eliminate the termination
dates and recommends that shareholders approve the amendment. The Board believes
that eliminating the termination dates will provide NIAC with greater investment
flexibility that will enhance its ability to achieve the Funds' investment
objectives. Without the termination dates, the Funds may invest in municipal
obligations with maturities that are not tied to a Fund's termination date.
Further, the Board believes that if the termination dates are not eliminated,
the Funds may become less attractive to investors as they approach termination
which may have a negative impact on the price at which shares of the Funds trade
on the New York Stock Exchange. The Board of Trustees also considered the
benefits NIAC may realize in connection with the proposal, including the receipt
of investment advisory fees from the Funds beyond the termination dates.
(Although NIAC will have greater investment flexibility, there is no increase in
advisory fee rates proposed.) AFTER CAREFUL CONSIDERATION OF THE ABOVE FACTORS
AND SUCH OTHER INFORMATION AS THE BOARD DEEMED RELEVANT, THE BOARD OF TRUSTEES
OF EACH FUND UNANIMOUSLY APPROVED THE PROPOSED AMENDMENT TO THE DECLARATION OF
TRUST OF EACH SUCH FUND.

SHAREHOLDER APPROVAL

To become effective, the proposed amendments to each respective Declaration of
Trust must be approved by the shareholders of each Fund holding more than 50% of
the shares entitled to vote. The proposed amendments were unanimously approved
by the Board of Trustees of each Fund after consideration of all factors which
it determined to be relevant to its deliberations, including those discussed
above. The Boards of Trustees also unanimously determined to submit each
amendment for consideration by the shareholders of the Funds.

PROPOSAL 2 -- 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. [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 Timothy R. Schwertfeger, none of the Trustees have ever been a
director or an employee of Nuveen Investments ("Nuveen") or any affiliate.

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 elected as trustee in
1999. Mr. Bennett was appointed a trustee in January 2001 and elected in August
2001. The nominees for election to the Board are the same for each Fund.

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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NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE FUND COMPLEX
POSITION(S) HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS BY TRUSTEE
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Nominees who are not
interested person of the
Funds
James E. Bacon Trustee - Term - Indefinite Treasurer, Cathedral of St. John the 17
333 West Wacker Drive - Length of Service - Divine (New York City) 1997-present;
Chicago, IL 60606 Since Inception formerly, Director of Lone Star
(2/27/31) 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 - Indefinite Private Investor; previously President 17
333 West Wacker Drive - Length of Service - and C.E.O. Draper & Kramer, Inc.
Chicago, IL 60606 Since 2001 (1995-1998).
(10/16/46)
Jack B. Evans Trustee - Term - Indefinite President, The Hall-Perrine Foundation 17
333 West Wacker Drive - Length of Service - (a private philanthropic corporation);
Chicago, IL 60606 Since 1999 Director, Alliant Energy; Director and
(10/22/48) 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).

------------------------- ---------
OTHER
DIRECTOR-
SHIPS
HELD BY
NAME, ADDRESS AND AGE TRUSTEE
------------------------- ---------

Nominees who are not
interested person of the
Funds
James E. Bacon
333 West Wacker Drive
Chicago, IL 60606
(2/27/31)
William E. Bennett
333 West Wacker Drive
Chicago, IL 60606
(10/16/46)
Jack B. Evans
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)

William L. Kissick Trustee - Term - Indefinite Emeritus Professor, School of Medicine 17
333 West Wacker Drive - Length of Service - and the Wharton School of Management
Chicago, IL 60606 Since Inception and former Chairman, Leonard Davis
(7/29/32) Institute of Health Economics,
University of Pennsylvania, Adjunct
Professor, Health Policy and
Management, Yale University.
Thomas E. Leafstrand Trustee - Term - Indefinite Retired; previously, Vice President in 17
333 West Wacker Drive - Length of Service - charge of Municipal Underwriting,
Chicago, IL 60606 Since Inception Trading, and Dealer Sales at The
(11/11/31) Northern Trust Company.
Sheila W. Wellington Trustee - Term - Indefinite President of Catalyst (a 17
333 West Wacker Drive - Length of Service - not-for-profit organization focusing
Chicago, IL 60606 Since 1994 on women's leadership development in
(2/24/32) business and the professions).

------------------------- ---------
OTHER
DIRECTOR-
SHIPS
HELD BY
NAME, ADDRESS AND AGE TRUSTEE
------------------------- ---------

William L. Kissick
333 West Wacker Drive
Chicago, IL 60606
(7/29/32)
Thomas E. Leafstrand
333 West Wacker Drive
Chicago, IL 60606
(11/11/31)
Sheila W. Wellington
333 West Wacker Drive
Chicago, IL 60606
(2/24/32)

Nominee who is an
interested person of the
Funds
*Timothy R. Schwertfeger Chairman, - Term - Indefinite Chairman (since May 1999), President 129
333 West Wacker Drive President and - Length of Service - and Trustee of the funds advised by
Chicago, IL 60606 Trustee Since 1996 Nuveen Institutional Advisory Corp.
(3/28/49) (since July 1996) and the funds
advised by Nuveen Senior Loan Asset
Management Inc. (since 1999); Chairman
(since July 1996) and Director of The
John Nuveen Company, Nuveen
Investments, Nuveen Advisory Corp.,
Nuveen Institutional Advisory Corp.
and the funds advised by Nuveen
Advisory Corp.; Chairman and Director
(since January 1997) of Nuveen Asset
Management, Inc.; Chairman and
Director of Rittenhouse Financial
Services, Inc. (since March 1999;
Chief Executive Officer and Director
of Nuveen Senior Loan Asset Management
Inc. (since September 1999).
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------------------------- ---------
OTHER
DIRECTOR-
SHIPS
HELD BY
NAME, ADDRESS AND AGE TRUSTEE
------------------------- ---------

Nominee who is an
interested person of the
Funds
*Timothy R. Schwertfeger
333 West Wacker Drive
Chicago, IL 60606
(3/28/49)
-------------------------

* "Interested Person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer and director of the Fund's investment
adviser, NIAC.

In addition to the Funds, the Trustees are also Trustees of two funds managed by
Nuveen Senior Loan Asset Management, Inc. ("NSLAM") and 9 open-end funds and 1
closed-end fund advised by NIAC. In addition, Mr. Schwertfeger is a director of
82 closed-end funds and [30] open-end funds advised by Nuveen Advisory Corp.
("NAC").

THE FUND'S 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 relating to the nominees for the Board. Officers of the Funds
receive no compensation from the Funds. The term of office of all officers will
expire in July 2002. The Board will consider the election of officers at the
Board meeting to be held after the Annual Meetings, to serve until July 2003 in
accordance with each Fund's by-laws.

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TERM OF OFFICE
POSITION(S) HELD AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
--------------------------------------------------------------------------------------------------------------------------

Michael T. Atkinson Vice President - Term - Until July 2002 Vice President (since January 2002), formerly
333 West Wacker Drive, - Length of Service - Assistant Vice President (since March 2000),
Chicago, IL 60606 Since 2002 previously, Associate of Nuveen Investments.
(2/3/66)
Paul L. Brennan Vice President - Term - Until July 2002 Vice President (since January 2002), formerly
333 West Wacker Drive, - Length of Service - Assistant Vice President (since 1997).
Chicago, IL 60606 Since 2002
(11/10/66)
Peter H. D'Arrigo Vice President and - Term - Until July 2002 Vice President of Nuveen Investments (since
333 West Wacker Drive, Treasurer - Length of Service - January 1999); prior thereto, Assistant Vice
Chicago, IL 60606 Since 1999 President from January 1997 to January 1999;
(11/28/67) formerly, Associate of Nuveen Investments; Vice
President and Treasurer of Nuveen Senior Loan
Asset Management Inc. (since September 1999);
Chartered Financial Analyst.
Michael S. Davern Vice President - Term - Until July 2002 Vice President (since 1997) of Nuveen Advisory.
333 West Wacker Drive, - Length of Service -
Chicago, IL 60606 Since 1998
(6/26/57)

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

Michael T. Atkinson 129
333 West Wacker Drive,
Chicago, IL 60606
(2/3/66)
Paul L. Brennan 126
333 West Wacker Drive,
Chicago, IL 60606
(11/10/66)
Peter H. D'Arrigo 129
333 West Wacker Drive,
Chicago, IL 60606
(11/28/67)
Michael S. Davern 126
333 West Wacker Drive,
Chicago, IL 60606
(6/26/57)

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

Susan M. DeSanto Vice President - Term - Until July 2002 Vice President of the NAC and NIAC advised
333 West Wacker Drive, - Length of Service - funds since August 2001; previously, Vice
Chicago, IL 60606 Since 2001 President of Van Kampen Investment Advisory
(9/8/54) Corp. (since 1998), prior thereto Assistant
Vice President of Van Kampen Investment
Advisory Corp. (since 1994).
Jessica R. Droeger Vice President - Term - Until July 2002 Vice President (since 2002), formerly,
333 West Wacker Drive, - Length of Service - Assistant Vice President and Assistant General
Chicago, IL 60606 Since 2002 Counsel (since May 1998) of Nuveen Investments;
(9/24/64) Assistant Vice President and Assistant
Secretary (since 1998) of Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp; prior
thereto, Associate at the law firm D'Ancona
Partners LLC.
Lorna C. Ferguson Vice President - Term - Until July 2002 Vice President of Nuveen Investments and (since
333 West Wacker Drive, - Length of Service - January 1998); Vice President of Nuveen
Chicago, IL 60606 Since 1998 Advisory Corp. and Nuveen Institutional
(10/24/45) Advisory Corp.
William M., Fitzgerald Vice President - Term - Until July 2002 Managing Director (since 2001) and Vice
333 West Wacker Drive, - Length of Service - President (since 1995) of Nuveen Advisory Corp.
Chicago, IL 60606 Since 1996 and Nuveen Institutional Advisory Corp.;
(3/2/64) Chartered Financial Analyst.
Stephen D. Foy Vice President and - Term - Until July 2002 Vice President of Nuveen Investments and (since
333 West Wacker Drive, Controller - Length of Service - May 1998) The John Nuveen Company; Certified
Chicago, IL 60606 Since 1998 Public Accountant.
(5/31/54)
J. Thomas Futrell Vice President - Term - Until July 2002 Vice President of Nuveen Advisory Corp, and
333 West Wacker Drive, - Length of Service - Nuveen Institutional Advisory Corp.; Chartered
Chicago, IL 60606 Since Inception Financial Analyst.
(7/5/55)

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

Susan M. DeSanto 129
333 West Wacker Drive,
Chicago, IL 60606
(9/8/54)
Jessica R. Droeger 129
333 West Wacker Drive,
Chicago, IL 60606
(9/24/64)
Lorna C. Ferguson 129
333 West Wacker Drive,
Chicago, IL 60606
(10/24/45)
William M., Fitzgerald 129
333 West Wacker Drive,
Chicago, IL 60606
(3/2/64)
Stephen D. Foy 129
333 West Wacker Drive,
Chicago, IL 60606
(5/31/54)
J. Thomas Futrell 126
333 West Wacker Drive,
Chicago, IL 60606
(7/5/55)

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

Richard A. Huber Vice President - Term - Until July 2002 Vice President of Nuveen Institutional Advisory
333 West Wacker Drive, - Length of Service - Corp. (since 1998) and Nuveen Advisory Corp.
Chicago, IL 60606 Since 1998 (since January 1997).
(3/26/63)
Steven J. Krupa Vice President - Term - Until July 2002 Vice President of Nuveen Advisory Corp, and
333 West Wacker Drive, - Length of Service - Nuveen Institutional Advisory Corp.
Chicago, IL 60606 Since Inception
(8/21/57)
David J. Lamb Vice President - Term - Until July 2002 Vice President of Nuveen Investments (since
333 West Wacker Drive, - Length of Service - March 2000), prior thereto, Assistant Vice
Chicago, IL 60606 Since July 2000 President (since January 1999), formerly
(3/22/63) Associate of Nuveen Investments; Certified
Public Accountant.
Tina M. Lazar Vice President - Term - Until July 2002 Vice President of Nuveen Investments (since
333 West Wacker Drive, - Length of Service - 1999), prior thereto, Assistant Vice President
Chicago, IL 60606 Since July 2002 (since 1993).
(8/27/61)
Larry W. Martin Vice President and - Term - Until July 2002 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; Vice President and Assistant
(7/27/51) Secretary of Nuveen Advisory Corp., Nuveen
Institutional Advisory Corp. and Nuveen Senior
Loan Asset Management Inc. (since September
1999); Assistant Secretary of The John Nuveen
Company; Assistant Secretary of Nuveen Asset
Management (since January 1997).
Edward F. Neild, IV Vice President - Term - Until July 2002 Vice President (since September 1996) of Nuveen
333 West Wacker Drive, - Length of Service - Advisory Corp. and Nuveen Advisory Corp.;
Chicago, IL 60606 Since 1996 Chartered Financial Analyst.
(7/7/65)

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

Richard A. Huber 126
333 West Wacker Drive,
Chicago, IL 60606
(3/26/63)
Steven J. Krupa 126
333 West Wacker Drive,
Chicago, IL 60606
(8/21/57)
David J. Lamb 129
333 West Wacker Drive,
Chicago, IL 60606
(3/22/63)
Tina M. Lazar 129
333 West Wacker Drive,
Chicago, IL 60606
(8/27/61)
Larry W. Martin 129
333 West Wacker Drive,
Chicago, IL 60606
(7/27/51)
Edward F. Neild, IV 127
333 West Wacker Drive,
Chicago, IL 60606
(7/7/65)

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

Thomas J. O'Shaughnessy, Vice President - Term-Until July 2002 Vice President (since January 2002),
333 West Wacker Drive, - Length of Service - previously, Assistant Vice President (1998) of
Chicago, IL 60606 Since 2002 Nuveen Advisory Corp. and Nuveen Institutional
(9/4/60) Advisory Corp.
Thomas C. Spaulding Vice President - Term-Until July 2002 Vice President of Nuveen Advisory Corp. and
333 West Wacker Drive, - Length of Service - Nuveen Institutional Advisory Corp.; Chartered
Chicago, IL 60606 Since Inception Financial Analyst.
(7/31/51)
Gifford R. Zimmerman Vice President and - Term-Until July 2002 Managing Director (since 2002), Vice President,
333 West Wacker Drive, Secretary - Length of Service - Assistant Secretary and Associate General
Chicago, IL 60606 Since Inception Counsel of Nuveen Investments; Vice President,
(9/9/56) General Counsel and Assistant Secretary of
Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.; Vice President and Assistant
Secretary of Nuveen Senior Loan Asset
Management Inc. (since September 1999);
Assistant Secretary of The John Nuveen Company;
Chartered Financial Analyst.
--------------------------------------------------------------------------------------------------------------------------

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

Thomas J. O'Shaughnessy, 126
333 West Wacker Drive,
Chicago, IL 60606
(9/4/60)
Thomas C. Spaulding 126
333 West Wacker Drive,
Chicago, IL 60606
(7/31/51)
Gifford R. Zimmerman 129
333 West Wacker Drive,
Chicago, IL 60606
(9/9/56)
-------------------------

BENEFICIAL OWNERSHIP

The following table lists the dollar range of equity securities of the Funds and
all of the Nuveen Funds overseen by the Trustees beneficially owned by the
Trustees as of February 28, 2002:

--------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR
TO BE OVERSEEN BY
TRUSTEE IN FAMILY
OF INVESTMENT
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY SECURITIES IN EACH FUND COMPANIES(1)
--------------------- -------------------------------------------------------------- -----------------
SELECT SELECT SELECT CALIFORNIA NEW YORK
PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO
--------------------------------------------------------------

James E. Bacon $ -0- $10,001 $ -0- $-0- $-0- Over $100,000
William E. Bennet 0 0 0 0 0 $50,001-$100,000
Jack B. Evans 0 0 0 0 0 Over $100,000
William L. Kissick $10,001- $10,001- $10,001- 0 0 $50,001-$100,000
$50,000 $50,000 $50,000
Thomas E. Leafstrand $10,001- $1- $10,000 $1- $10,000 0 0 Over $100,000
$50,000
Timothy R.
Schwertfeger Over $100,000
Sheila W. Wellington $10,001- $10,001- $10,001- 0 0 Over $100,000
$50,000 $50,000 $50,000
--------------------------------------------------------------------------------------------------------

(1) The amounts reflect the aggregate dollar range of equity securities
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 the Deferred Compensation Plan for Independent
Trustees, as more fully described under "Compensation." 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 and Ms. Wellington's
shares being held jointly with their respective spouses.

On February 28, 2002, Trustees and executive officers of the Fund as a group
beneficially owned 552,697 common shares of all of the Nuveen Funds managed by
NIAC, NSLAM and 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 Trustees pursuant to a defined compensation plan (the "Plan" )
and shares held by the executive officers in Nuveen's 401(k)/Profit Sharing
Plan). [AS OF , 2002, THE TRUSTEES AND EXECUTIVE OFFICERS OF THE
FUND AS A GROUP OWNED LESS THAN 1% OF THE OUTSTANDING SHARES OF THE FUND.] [AS
OF , 2002, NO SHAREHOLDER OWNED MORE THAN 5% OF ANY CLASS OF SHARES
OF THE FUND.]

OTHER AFFILIATIONS OR RELATIONSHIPS OF TRUSTEES

As of February 28, 2002, none of the Trustees who are not Interested Persons of
a Fund and who are not affiliated with Nuveen or NIAC, the Funds' investment
adviser (the "Independent Trustees"), nor any immediate family member of an
Independent Trustee, own shares of NIAC or a principal underwriter of a Fund,
nor does any such person own shares of a company controlling, controlled by or
under common control with NIAC or a principal underwriter of a Fund.

There have been no transactions by a Fund since April 1, 2001, the beginning of
the Funds' 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 the voting securities of a 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 or principal underwriter of the Funds
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 the Funds. Moreover, no
Independent Trustee (or immediate family member of any Independent Trustee) has,
or has had in the last two fiscal years of the Funds, any direct or indirect
relationships or any direct or indirect material interest in any transaction or
in any currently proposed transaction, in which the amount involved exceeds
$60,000, in which the following persons were or are a party: the Funds, an
officer of the Funds, any investment company sharing the same investment adviser
or principal underwriter as the Funds or any officer of such a company, any
investment adviser or principal underwriter of the Funds 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 the
Funds, or any officer of such a person.

Within the last two completed fiscal years of the Funds, no officer of any
investment adviser or principal underwriter of the Funds or of any person
directly or indirectly controlling, controlled by or under common control with
the investment adviser or principal underwriter of the Funds, has served as a
director on a board of a company where any of the Trustees or nominees of the
Funds has served as an officer.

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
the Funds within the past five years.

COMPENSATION

The Trustees affiliated with Nuveen or NIAC serve without any compensation from
the Funds. Independent Trustees receive a $35,000 annual retainer for serving as
a Trustee for all funds managed by NIAC and NSLAM, $1,000 fee per day plus
expenses for attendance in person at all meetings (other than a meeting of the
dividend and valuation committee held solely to declare a dividend) [held on a
day on which no regular Board meeting is held,] $500 for attendance by telephone
of such meetings and $200 for attendance in person or by telephone at a meeting
of the dividend and valuation committee. The annual retainer, fees and expenses
are allocated among the funds on the basis of relative net asset sizes.

The Board of Trustees of certain Nuveen funds (the "Participating Funds" ) have
adopted a Deferred Compensation Plan for Independent Trustees (the "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 Nuveen Funds
selected by the participant Trustee.

Each of the Funds is a Participating Fund and each Independent Trustee has
elected to defer all or a portion of their compensation. Total deferred fees for
the Funds for fiscal year 2002 (including the return from the assumed investment
in the eligible Nuveen funds) payable are shown in the Deferred Fees column
below.

The following table shows, for each Trustee who is not affiliated with Nuveen or
NIAC, (1) the aggregate compensation paid by each Fund for its fiscal year ended
March 31, 2002, (2) pension or retirement benefits accrued as part of Fund
expenses, (3) estimated annual benefits upon retirements, and (4) the total
compensation paid by the funds advised by NIAC and the funds advised by NSLAM
during the calendar year 2001.

AGGREGATE COMPENSATION FROM EACH OF THE FUNDS(1)
----------------------------------------------------------------- PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION
ACCRUED ANNUAL FROM FUND
AS PART BENEFITS AND FUND
NAME OF SELECT SELECT SELECT CALIFORNIA NEW YORK OF FUND UPON COMPLEX PAID
PERSON, POSITION PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO EXPENSES RETIREMENT TO TRUSTEES(2)
--------------------- ------------------------------------------------------------------------------------------------------------

James E. Bacon $ $ $ $ $ $ $ $
William E. Bennett
Jack B. Evans
William L. Kissick
Thomas E. Leafstrand
Sheila W. Wellington
-----------------------------------------------------------------------------------------------------------------------------------

(1) Includes deferred fees. Pursuant to a deferred compensation agreement with
the Fund, deferred amounts are treated as though an equivalent dollar amount
has been invested in shares of one or more eligible Nuveen funds. The
following table sets forth the amount of deferred fees earned by the
Independent Trustees:

DEFERRED FEES
--------------------------------------------------------------
SELECT SELECT SELECT CALIFORNIA NEW YORK
PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO
------------------------------ --------------------------------------------------------------

James E. Bacon $ $ $ $6 $
William E. Bennett
Jack B. Evans
William L. Kissick
Thomas E. Leafstrand
Sheila W. Wellington
----------------------------------------------------------------------------------------------

(2) Includes the total compensation for service on the Board of the Fund, the 9
open-end and 6 closed-end funds advised by NIAC and the two funds advised by
NSLAM.

The John Nuveen Company ("JNC" ), 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 the Funds are eligible to participate in the
charitable contributions program of JNC. Under the matching program, JNC 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, JNC makes contributions to
qualifying Section 501(c)(3) organizations, as approved by the corporate
contributions committee of JNC. 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 JNC under the direct program is made solely at the
discretion of the corporate contributions committee.

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 each Fund [DID NOT HOLD ANY MEETINGS] during the fiscal year ended
[MARCH 31, 2002].

William E. Bennett, Thomas E. Leafstrand and Timothy R. Schwertfeger are the
current members of the dividend and valuation committee for each Fund. The
dividend and valuation committee 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 and valuation
committee of the Fund held [TWELVE] meetings during the fiscal year ended March
31, 2002.

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 Funds who are not "interested persons" of the Funds
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. 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 audit committee has adopted a written charter. A copy of
the written charter is attached as Appendix A to this proxy statement. The audit
committee of each Fund held [TWO] meetings during the fiscal year ended March
31, 2002.

Nomination of those Trustees who are not "interested persons" of a Fund is
committed to a nominating and governance committee composed of the Trustees who
are not "interested persons" of that Fund. Members of each 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 non-interested Trustees. The committee also reviews
matters relating to (1) the composition, duties, recruitment, independence and
tenure of Trustees, (2) the selection and review of committee assignments, and
(3) Trustee education, board meetings and board performance. The nominating and
governance committee of the Funds held [FOUR] meetings during the fiscal year
ended March 31, 2002. No policy or procedure has been established as to the
recommendation of Trustee nominees by shareholders.

The respective Board of Trustees of each Fund held [FOUR] regular board meetings
and [TWO] special board meetings during the fiscal year ended March 31, 2002.
[DURING THE LAST FISCAL YEAR, EACH TRUSTEE ATTENDED 75% OR MORE OF EACH FUND'S
BOARD MEETINGS AND COMMITTEE MEETINGS (IF A MEMBER THEREOF)].

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 30(h) 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 of the 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") 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, each Fund believes that the
Fund's officers and Trustees, investment adviser and affiliated persons of the
investment adviser complied with all such applicable Section 16(a) filing
requirements during the fiscal year ended March 31, 2002. To the knowledge of
management of the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Fund's equity securities.

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 each Fund's
financial statements, (2) each Fund's compliance with regulatory requirements,
and (3) the independence and performance of each 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 is
independent as defined by New York Stock Exchange listing Standards. A copy of
the Audit Committee Charter is attached to the proxy statement as Appendix A.

The Committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. 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 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 E&Y for professional services for the
audit of the Fund's financial statements for fiscal 2002 were as follows:

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

Select Portfolio $ $ $
Select Portfolio 2
Select Portfolio 3
California Portfolio
New York Portfolio
-----------------------------------------------------------------------------

OTHER FEES. [Add other fees]. [E&Y performed each of the services noted in their
capacity as independent auditor for each Fund. The audit committee has
considered whether the non-audit services provided by E&Y are compatible with
maintaining the independence of E&Y.]

APPOINTMENT OF INDEPENDENT AUDITORS

Each Fund's Board of Trustees has appointed Ernst & Young, LLP ("E&Y"),
independent public accountants, as independent auditors to audit the books and
records of each Fund for the fiscal year ended March 31, 2003. 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 THE FUND'S INVESTMENT ADVISER AND THE INVESTMENT MANAGEMENT
AGREEMENT

NIAC, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment
adviser and manager for each Fund. NIAC is a wholly owned subsidiary of JNC,
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, 333 West Wacker Drive, Chicago, Illinois,
60606, a wholly owned subsidiary of JNC, acted as co-managing underwriter in the
initial public offerings of shares of the Funds in 1992.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2003, 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 , 2003
[120 days before this year's mailing date]. 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
, 2003 [45 days before this year's mailing]. 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 proxy statement, and all other costs in connection with the
solicitation of proxies, are estimated to be $ and will be paid by
[ ]. Additional solicitation may be made by letter, telephone or
telegraph by officers of any Fund, by officers or employees of Nuveen
Investments or NIAC, or by dealers and their representatives. [The Fund has
engaged [D. F. King] to assist in the solicitation of proxies of an estimated
cost of $ plus reasonable expenses. [Add material Sections of D.F. King
contract pursuant to Item 4(a)(3) and (4).]

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 and
semi-annual report 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 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 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 upon such matters in accordance with the
judgment of the persons acting under the proxies. [Shareholders do not have
dissenters' or appraisal rights with respect to any manner to be acted upon at
the Annual Meetings.]

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 Meetings.

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 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 VOTE YOUR SHARES
PROMPTLY.

Gifford R. Zimmerman
Vice President and Secretary

APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEE CHARTER

July, 2000

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 or
particular areas 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' financial 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

NUVEEN SELECT TAX-FREE INCOME PORTFOLIO
[NUVEEN LOGO] NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2
NUVEEN INVESTMENTS NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3
333 WEST WACKER DRIVE NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO
CHICAGO, IL 60606-1286 NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO

ANNUAL MEETING OF SHAREHOLDERS

COMMON SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING
OF SHAREHOLDERS, JULY 31, 2002

The annual meeting of shareholders will be held Wednesday, July 31,
2002, at 10:30 a.m. Central Time, in the sixth floor auditorium of The Northern
Trust Company, 50 South LaSalle Street, 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, Larry W.
Martin, 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
July 31, 2002, 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]

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
--------------------------------------------------------------------------------

[FUND NAME]

VOTE ON PROPOSALS

1. FOR APPROVAL OF AN AMENDMENT FOR AGAINST ABSTAIN
TO ITS DECLARATION OF TRUST [ ] [ ] [ ]

2. ELECTION OF NOMINEES TO THE BOARD FOR WITHHOLD FOR ALL
(01) James E. Bacon ALL ALL EXCEPT
(02) William E. Bennett [ ] [ ] [ ]
(03) Jack B. Evans
(04) William L. Kissick
(05) Thomas E. Leafstrand
(06) Timothy R. Schwertfeger
(07) 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.

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

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 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