NUVEEN SELECT MATURITIES MUNICIPAL FUND, DEF 14A, 1997-06-18

NUVEEN SELECT MATURITIES MUNICIPAL FUND
DEF 14A, 1997-06-18

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<PAGE> 1

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 MATURITIES MUNICIPAL FUND
- --------------------------------------------------------------------------------
(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.:

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

(3) Filing party:

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

(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2

[NUVEEN LOGO]

June 18, 1997

DEAR SHAREHOLDER:

We are pleased to invite you to the Annual Meeting of Shareholders of the Nuveen
Select Maturities Municipal Fund. The meeting is scheduled for Wednesday, July
30, 1997 at 10:30 a.m., Chicago time, in the 6th floor auditorium of The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois.

At the Annual Meeting, all shareholders will be asked to consider and approve a
very important proposal. The Fund's management seeks to change the Fund's
fundamental investment policies regarding its maturity limitations to give the
Fund greater flexibility both to shorten the Fund's average effective portfolio
maturity and to invest in longer-term bonds.

You will also be asked to elect directors and ratify the selection of
independent auditors.

WHETHER OR NOT YOU PLAN TO JOIN US, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED.

We appreciate your continued support and confidence in Nuveen and our family of
investments.

Sincerely,

Timothy R. Schwertfeger

Chairman of the Board

<PAGE> 3

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 30, 1997 60606
(800) 257-8787
</TABLE>

NUVEEN SELECT MATURITIES MUNICIPAL FUND

June 18, 1997

TO THE SHAREHOLDERS OF NUVEEN SELECT MATURITIES MUNICIPAL FUND:

Notice is hereby given that the Annual Meeting of Shareholders of Nuveen Select
Maturities Municipal Fund, a Massachusetts business trust (the "Fund"), will be
held in the 6th floor auditorium of The Northern Trust Company, 50 South LaSalle
Street, Chicago, Illinois, on Wednesday, July 30, 1997, at 10:30 a.m., Chicago
time, for the following purposes:

1. To elect eight (8) 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 May 31, 1998.

3. To approve changes to the Fund's fundamental investment policies
regarding its maturity limitations.

4. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record at the close of business on June 2, 1997 are entitled to
notice of and to vote at the Annual Meeting.

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR THE FUND, AND TO ASSURE THAT
YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON AT
YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

Gifford R. Zimmerman
Vice President and Assistant Secretary
<PAGE> 4

<PAGE> 5

<TABLE>
<S> <C>
PROXY STATEMENT 333 West Wacker Drive
JUNE 18, 1997 Chicago, Illinois
60606
(800) 257-8787
</TABLE>

NUVEEN SELECT MATURITIES MUNICIPAL FUND

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees of Nuveen Select Maturities Municipal Fund (the "Fund") of
proxies to be voted at the Annual Meeting of Shareholders of the Fund to be held
on July 30, 1997 (the "Annual Meeting"), and at any and all adjournments
thereof.

On the matters coming before the Annual Meeting as to which a choice has been
specified by the shareholders on the proxy, the shares will be voted
accordingly. If no choice is so specified, the shares will be voted FOR the
election of the eight nominees for trustee, as listed in this Proxy Statement,
FOR ratification of the selection of Ernst & Young LLP as the Fund's independent
auditors and FOR the proposed changes to the Fund's fundamental investment
policies. Shareholders who execute proxies may revoke them at any time before
they are voted by filing with the Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person.

A quorum of shareholders is required to take action at the Annual Meeting. A
majority of the shares entitled to vote at the Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at the Annual
Meeting. Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspectors of election appointed for the Annual Meeting. The
inspectors of election will determine whether or not a quorum is present at the
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 power 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 on
the election of trustees (the eight 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 and against the proposed changes to the
Fund's fundamental investment policies. The details of the proposals to be voted
on by the Fund's shareholders and the vote required for approval of each
proposal are set forth under the description of each proposal below.

As of June 2, 1997, there were issued and outstanding 12,370,635 shares of
beneficial interest of the Fund (the "Shares"). Those persons who were
shareholders of record at the close of business on June 2, 1997 will be entitled
to one vote for each Share held.

This Proxy Statement is first being mailed to shareholders of the Fund on or
about June 18, 1997.

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<PAGE> 6

1. ELECTION OF TRUSTEES

At the Annual Meeting, eight (8) 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 the 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 if elected; however, should any nominee become unable or unwilling to
accept nomination or election, the proxies will be voted for one or more
substitute nominees designated by the present Board of Trustees.

The table below shows each nominee's age, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a trustee of the Fund, and the number of Shares of the Fund and the
common shares of all funds managed by Nuveen Advisory Corp. (excluding money
market funds) which each nominee beneficially owned as of April 30, 1997. All of
the nominees, except Ms. Stockdale and Messrs. Bremner and Schneider, were last
elected to the Board of Trustees at the 1996 annual meeting of shareholders.
Messrs. Bremner and Schneider were appointed to the Fund's Board of Trustees in
May, 1997 and will be standing for election by each Fund's shareholders for the
first time at the Annual Meeting. Mr. Bremner was appointed to fill the vacancy
that existed on the Fund's Board of Trustees and the appointment of Mr.
Schneider was made in connection with an expansion in the size of the Board of
Trustees. In addition, Ms. Stockdale will also be standing for election by the
Fund's shareholders for the first time at the Annual Meeting. Ms. Stockdale's
appointment, which is effective July 1, 1997, is intended to fill a vacancy that
will occur upon the retirement of Margaret K. Rosenheim from the Fund's Board of
Trustees on July 30, 1997. Pursuant to the term limits set by the Board of
Trustees, Mrs. Rosenheim is not eligible for reelection. The Board of Trustees
and Fund Management wish to express their appreciation to Mrs. Rosenheim for her
contributions to the Nuveen Funds.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES NAMED BELOW.

2
<PAGE> 7

NOMINEES FOR TRUSTEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Full Shares
Beneficially Owned
on April 30, 1997
-------------------
All
Name, Age and Principal Occupations of Year First Elected The Nuveen
Nominees as of April 30, 1997(1) or Appointed a Trustee Fund(2) Funds(3)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner (56) 1997 0 893(4)
Trustee of the Fund; private investor
and management consultant.
Lawrence H. Brown (62) 1993 1,009 3,864
Trustee of the Fund; retired (August
1989) as Senior Vice President of The
Northern Trust Company.
*Anthony T. Dean (52) 1996 0 5,695
Trustee and President of the Fund (since
July 1996); Chairman (since July 1996)
and Trustee (since July 1994) of the
Nuveen Select Tax-Free Portfolios
advised by Nuveen Institutional Advisory
Corp.; President (since July 1996) and
Director of The John Nuveen Company,
John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp.
Anne E. Impellizzeri (64) 1994 0 2,000
Trustee of the Fund; President and Chief
Executive Officer of Blanton-Peale
Institute.
Peter R. Sawers (64) 1992 1,799 9,105
Trustee of the Fund; Adjunct Professor
of Business and Economics, University of
Dubuque, Iowa; Adjunct Professor, Lake
Forest Graduate School of Management,
Lake Forest, Illinois; prior thereto,
Executive Director, Towers Perrin
Australia (management consultant);
Chartered Financial Analyst; Certified
Management Consultant.
William J. Schneider (52) 1997 0 16,443
Trustee of the Fund; Senior partner,
Miller-Valentine Partners; Vice
President, Miller-Valentine Realty, Inc.

*Timothy R. Schwertfeger (48) 1994 0 154,499
Trustee of the Fund and (since July
1996) Chairman of the Fund; Trustee and
President (since July 1996) of the
Nuveen Select Tax-Free Portfolios
advised by Nuveen Institutional Advisory
Corp.; Chairman (since July 1996) and
Director of The John Nuveen Company,
John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp.
</TABLE>

3
<PAGE> 8

(*) "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 Advisory Corp.

(1) The trustee nominees of the Fund, except Ms. Stockdale, are board members of
42 Nuveen open-end funds and 52 closed-end funds managed by Nuveen Advisory
Corp. ("NAC Funds"). Ms. Stockdale will be a board member of the NAC funds
effective July 1, 1997. In addition, Messrs. Dean and Schwertfeger are also
board members of eight funds managed by Nuveen Institutional Advisory Corp.
("NIAC Funds").

(2) In addition to the Shares shown in this column, Nuveen Advisory Corp., of
which Messrs. Dean and Schwertfeger are directors, beneficially owned 17,689
Shares on April 30, 1997. No trustee nominee beneficially owned as much as 1% of
the outstanding Shares. The above persons have sole voting power and sole
investment power as to the Shares listed.

(3) The number shown reflects the aggregate number of common shares beneficially
owned in all of the NAC Funds referred to in note (1) above (excluding money
market funds).

(4) Represents shares which are owned by Mr. Bremner's spouse. Mr. Bremner
disclaims beneficial ownership of these shares.

The trustees affiliated with John Nuveen & Co. Incorporated ("Nuveen") or Nuveen
Advisory Corp. (the "Adviser") serve without any compensation from the Fund.
Trustees who are not affiliated with Nuveen or the Adviser receive a $32,500
annual retainer for serving as a trustee or director, as the case may be, of all
exchange-traded funds sponsored by Nuveen and managed by the Adviser and a
$1,000 fee per day plus expenses for attendance at all meetings held on a day on
which a regularly scheduled Board meeting is held, a $1,000 fee per day plus
expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at a meeting held on a day on which no regular Board
meeting is held, and a $250 fee per day plus expenses for attendance in person
or by telephone at a meeting of the executive committee. The annual retainer,
fees and expenses are allocated among the exchange-traded funds managed by the
Adviser on the basis of relative net asset sizes. The Fund has adopted a
Directors' Deferred Compensation Plan pursuant to which a trustee of the Fund
may elect to have all or a portion of the trustee's fee deferred. Trustees may
defer fees for any calendar year by the execution of a Participation Agreement
prior to the beginning of the calendar year during which the trustee wishes to
begin deferral. In addition, the Trustees who are not affiliated with Nuveen or
the Adviser receive a $27,500 annual retainer for services as a director or
trustee, as the case may be, of all open-end funds sponsored by Nuveen and
managed by the Adviser and similar per day meeting and other expenses.

4
<PAGE> 9

The table below shows, for each trustee who is not affiliated with Nuveen or the
Adviser, the aggregate compensation paid by the Fund for its fiscal year ended
May 31, 1997 and the total compensation that the Nuveen funds accrued for each
trustee during the calendar year 1996, including any interest accrued for
trustees on deferred compensation. The rate of earnings on deferred compensation
is equivalent to the average net earnings rate, computed on a quarterly basis,
on the shares of such Nuveen fund.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Aggregate Total Compensation
Compensation Nuveen Funds
Name of Trustee paid by the Fund Accrued for Trustees(1)
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Robert P. Bremner(2) $ 0 $ 0
Lawrence H. Brown $394 $59,000
Anne E. Impellizzeri $394 $59,000
Margaret K. Rosenheim $413 $66,815(3)
Peter R. Sawers $394 $59,000
William J. Schneider(2) $ 0 $ 0
Judith M. Stockdale(2) $ 0 $ 0
- -----------------------------------------------------------------------------------------
</TABLE>

(1) Includes compensation for service on the boards of the NAC Funds.

(2) Messrs. Bremner and Schneider were appointed to the Board of the Fund in May
1997 and were elected to the Boards of other NAC Funds effective December
31, 1996 and January 31, 1997. Ms. Stockdale was appointed to the Board of
the NAC Funds, including the Fund, effective July 1, 1997.

(3) Includes $1,565 in interest accrued on deferred compensation from prior
years.

Anthony T. Dean, Margaret K. Rosenheim and Timothy R. Schwertfeger currently
serve as members of the executive committee of the Board of Trustees. The
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 held thirteen meetings during the fiscal year ended May
31, 1997.

The Fund's Board of Trustees has an audit committee currently composed of Robert
P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Margaret K. Rosenheim,
Peter R. Sawers and William J. Schneider, trustees of the Fund who are not
"interested persons." The audit committee reviews the work and any
recommendations of the Fund's independent auditors. Based on such review, it is
authorized to make recommendations to the Board of Trustees. The audit committee
held two meetings during the fiscal year ended May 31, 1997.

Nomination of those trustees who are not "interested persons" of the Fund is
committed to a nominating committee composed of the trustees who are not
"interested persons" of the Fund. It identifies and recommends individuals to be
nominated for election as non-interested trustees. The nominating committee held
two meetings during the fiscal year ended May 31, 1997. No policy or procedure
has been established as to the recommendation of trustee nominees by
shareholders.

The Board of Trustees held seven meetings during the fiscal year ended May 31,
1997. During the last fiscal year, each trustee attended 75% or more of the
Fund's Board meetings and the committee meetings (if a member thereof).

5
<PAGE> 10

The following table sets forth information as of April 30, 1997 with respect to
each executive officer of the Fund, other than executive officers who are
trustees and reflected above. Officers of the Fund receive no compensation from
the Fund. The term of office of all officers will expire at the first meeting of
the Board of Trustees of the Fund after the Annual Meeting, which Board of
Trustees' meeting is presently scheduled to be held on July 30, 1997.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Name, Age and Principal Occupations for Past Five Years Positions and Offices with Fund
- ----------------------------------------------------------------------------------------
<S> <C>
William M. Fitzgerald, 33 Vice President
Vice President of Nuveen Advisory Corp. (since December (since 1996)
1995); prior thereto, Assistant Vice President (from
September 1992 to December 1995) and Assistant
Portfolio Manager (from June 1988 to September 1992) of
Nuveen Advisory Corp.; Chartered Financial Analyst.
Kathleen M. Flanagan, 49 Vice President
Vice President of John Nuveen & Co. Incorporated; Vice (since 1994)
President (since June 1996) of Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.
J. Thomas Futrell, 41 Vice President
Vice President of Nuveen Advisory Corp.; Chartered (since 1992)
Financial Analyst.
Steven J. Krupa, 39 Vice President
Vice President of Nuveen Advisory Corp. (since 1992)
Anna R. Kucinskis, 51 Vice President
Vice President of John Nuveen & Co. Incorporated. (since 1992)
Larry W. Martin, 45 Vice President (since 1993) &
Vice President (since September 1992), Assistant Assistant Secretary (since
Secretary and Assistant General Counsel of John Nuveen 1992)
& Co. Incorporated; Vice President (since May 1993) and
Assistant Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant Secretary
(since February 1993) of The John Nuveen Company.
Edward F. Neild, IV, 31 Vice President
Vice President of Nuveen Advisory Corp. and Nuveen (since 1996)
Institutional Advisory Corp. (since September 1996);
prior thereto, Assistant Vice President of Nuveen
Advisory Corp. (from December 1993 to September 1996)
and Nuveen Institutional Advisory Corp. (from May 1995
to September 1996); previously, Portfolio Manager of
Nuveen Advisory Corp. (January 1992); Chartered
Financial Analyst.
O. Walter Renfftlen, 57 Vice President & Controller
Vice President and Controller of The John Nuveen (since 1992)
Company, John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional Advisory Corp.
Thomas C. Spalding, Jr., 45 Vice President
Vice President of Nuveen Advisory Corp. and Nuveen (since 1992)
Institutional Advisory Corp.; Chartered Financial
Analyst.
</TABLE>

6
<PAGE> 11

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

On April 30, 1997, trustees and executive officers of the Fund as a group
beneficially owned 2,808 Shares (less than 1%). On April 30, 1997, trustees,
trustee nominees and executive officers of the Fund as a group beneficially
owned 289,486 common shares of all funds managed by the Adviser (excluding money
market funds). As of April 30, 1997, no person is known to the Fund to have
owned beneficially more than five percent of the shares of the Fund.

2. SELECTION OF INDEPENDENT AUDITORS

The members of the Fund's Board who are not "interested persons" of the Fund
have unanimously selected Ernst & Young LLP, independent public accountants, as
independent auditors, to audit the books and records of the Fund for the fiscal
year ending May 31, 1998. Ernst & Young LLP has served the Fund in this capacity
since the Fund was organized and has no direct or indirect financial interest in
the Fund except as independent auditors. The selection of Ernst & Young LLP as
independent auditors of the Fund is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority of the Shares of
the 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 UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.

3. PROPOSED CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT
POLICIES

The Board has proposed amending the Fund's fundamental investment policies
relating to the Fund's average effective portfolio maturity and the effective
maturity of the Fund's individual portfolio securities. The Fund's current
fundamental investment policy regarding the Fund's average effective portfolio
maturity states:

"...[the Fund will maintain] an average effective remaining maturity for
the Fund's portfolio between eight and twelve years."

The Fund's current fundamental investment policy regarding the maturity of its
individual securities states:

"...the Fund will purchase [securities] having remaining effective
maturities of no more than fifteen years."

7
<PAGE> 12

The Board recommends that shareholders vote to replace these policies with the
following fundamental investment policy governing the Fund's maturity:

"The Fund will maintain an average effective portfolio maturity of twelve
years or less. In addition, with respect to 80% of its total assets, the
Fund will not purchase securities having remaining effective maturities in
excess of fifteen years."

The proposed policy would give the Fund greater flexibility both to shorten the
Fund's average effective portfolio maturity and to invest in longer-term bonds,
subject to the average effective portfolio maturity constraint. Allowing the
Fund to invest a portion of its assets in securities with remaining maturities
greater than fifteen years would expand the universe of available securities.
Securities with longer maturities may experience greater volatility. However,
the Fund's investment adviser will continue to actively monitor the effective
maturities of the Fund's investments in response to prevailing market
conditions, and will adjust the Fund's portfolio consistent with the Fund's
investment objectives.

VOTES REQUIRED

Approval of the proposed changes to the Fund's fundamental investment policies
requires the affirmative vote of a "majority of the outstanding voting
securities" of the Fund. The term "majority of the outstanding voting
securities" as defined in the 1940 Act means the affirmative vote of the lesser
of (1) 67% of the voting securities of the Fund present at the meeting if more
than 50% of the outstanding shares of the Fund are present in person or by proxy
or (2) more than 50% of the outstanding shares of the Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSED CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT POLICIES.

SECTION 16 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,
require 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 Fund's equity securities to file forms reporting their
affiliation with the Fund and reports of ownership and changes in ownership of
Fund 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 the Fund with copies of all Section 16(a) forms they file. Based on a
review of these forms furnished to the Fund, the Fund believes that during the
fiscal year ended May 31, 1996, all Section 16(a) filing requirements applicable
to the Fund's officers and trustees, investment adviser and affiliated persons
of the investment adviser were complied with except that one Form 4 filing made
on behalf of Mr. Sawers was inadvertently not made in a timely fashion.

INFORMATION ABOUT THE FUND'S INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for the Fund since it was organized. The Adviser
is a wholly-owned subsidiary of Nuveen, 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

8
<PAGE> 13

subsidiaries. Nuveen acted as co-managing underwriter for the Fund in its
initial public offering of Shares in September 1992.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders to be
held in 1998, a shareholder proposal must be received at the offices of the
Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than February
18, 1998.

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 Fund. Additional solicitation may
be made by letter, telephone or telegraph by officers of the Fund, by officers
or employees of John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by
dealers and their representatives. The Fund has engaged Tritech Services to
assist in the solicitation of proxies at a total estimated cost of $3,500.

ANNUAL REPORT DELIVERY

The Fund's annual report for the fiscal year ended May 31, 1996 was sent to
shareholders of record following the Fund's fiscal year end. THE FUND WILL
FURNISH, WITHOUT CHARGE, A COPY OF ITS MAY 31, 1996 ANNUAL REPORT AND ITS MORE
RECENT SEMI-ANNUAL REPORT UPON REQUEST. SUCH WRITTEN OR ORAL REQUEST 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 the Annual Meeting. However,
if other matters are properly presented to the 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 the 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 Meeting.

Failure of a quorum to be present at the Annual Meeting will necessitate
adjournment and will subject the 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 the Fund's By-Laws, an adjournment
of a meeting requires the affirmative vote of a majority of the shares present
in person or represented by proxy at the meeting.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

Gifford R. Zimmerman
Vice President and Assistant Secretary

9
<PAGE> 14

NIM797
<PAGE> 15
PROXY BALLOT

NUVEEN SELECT MATURITIES MUNICIPAL FUND

COMMON SHARES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 30, 1997

The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, and
Gifford R. Zimmerman, and each of them, with full power of substitution, Proxies
for the undersigned to represent and vote the common shares of the undersigned
at the Annual Meeting of Shareholders of Nuveen Select Maturities Municipal Fund
to be held on July 30, 1997 or any adjournment or adjournments thereof:

1. Election of Trustees:
NOMINEES: Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean,
Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider,
Timothy R. Schwertfeger and Judith M. Stockdale.

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending May 31, 1998.

3. Approval of changes to the Fund's fundamental investment policies.

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.

- --------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your Proxy will be voted in
accordance with the Board of Trustees' recommendations. Please sign, date and
return this Proxy card promptly using the enclosed envelope.
- --------------------------------------------------------------------------------
SEE REVERSE SIDE
NIM797
<PAGE> 16
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<S><C>
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL NOMINEES AND EACH PROPOSAL: Please mark your votes as in this example. [X]
1. ELECTION OF TRUSTEES:
(SEE REVERSE FOR NOMINEES) [ ] FOR [ ] WITHHOLD authority [ ] WITHHOLD authority to vote
all nominees to vote for all nominees for nominees indicated below:
____________________________________
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box on the right above AND
write each nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING [ ] [ ] [ ]
MAY 31, 1998. FOR AGAINST ABSTAIN
3. APPROVAL OF CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT POLICIES. [ ] [ ] [ ]
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.

The shares to which this Proxy relates will be voted as specified. If no specification is made, such shares will be voted for the
election of Trustees and for the proposals set forth on this Proxy.

Please be sure to sign and date this Proxy.

_____________________________ __________________
Shareholder sign here Date

_______________________________ __________________
Co-owner sign here Date

NOTE: Please sign exactly as your name appears on this Proxy. If signing
for estates, trusts or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.

[ ] BK NIM797 NIM797
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