NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND INC, DEF 14A, 1996-09-30

NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND INC
DEF 14A, 1996-09-30

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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 NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $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

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETINGS 333 West Wacker Drive
OF SHAREHOLDERS - Chicago, Illinois
NOVEMBER 21, 1996 60606
800-257-8787
</TABLE>

NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC.

September 30, 1996

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of Nuveen New
York Performance Plus Municipal Fund, Inc. and Nuveen Insured New York Premium
Income Municipal Fund, Inc., each a Minnesota corporation (individually, a
"Fund" and, collectively, the "Funds"), will be held in the 31st floor
conference room of John Nuveen & Co. Incorporated, 333 West Wacker Drive,
Chicago, Illinois, on Thursday November 21, 1996, at 10:00 a.m., Chicago time,
for the following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:

1. To elect four (4) directors 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 September 30, 1997.

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

MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF MUNICIPAL AUCTION RATE
CUMULATIVE PREFERRED STOCK ONLY:

To elect two (2) directors to serve until the next Annual Meeting and until
their successors shall have been duly elected and qualified.

Shareholders of record of each Fund at the close of business on September 23,
1996 are entitled to notice of and to vote at that Fund's Annual Meeting.

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR 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.

James J. Wesolowski
Secretary
<PAGE> 3

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
SEPTEMBER 30, 1996 Chicago, Illinois
60606
800-257-8787
</TABLE>

NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC.

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of each of Nuveen New York Performance Plus Municipal
Fund, Inc. ("Performance Plus") and Nuveen Insured New York Premium Income
Municipal Fund, Inc. ("Insured Premium") (individually, a "Fund" and,
collectively, the "Funds"), of proxies to be voted at the Annual Meeting of
Shareholders of each Fund to be held on November 21, 1996 (for each Fund, an
"Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all
adjournments thereof.

On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the four nominees for director to be
elected by all shareholders and the two nominees for director to be elected by
holders of Municipal Auction Rate Cumulative Preferred Stock
("MuniPreferred(R)"), as listed in this Joint Proxy Statement, and FOR
ratification of the selection of Ernst & Young LLP as each Fund's independent
auditors. Shareholders of any Fund who execute proxies may revoke them at any
time before they are voted by filing with that Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending that Annual Meeting and voting in person.

The Board of Directors of each Fund has determined that the use of this Joint
Proxy Statement for each Fund's Annual Meeting is in the best interest of each
Fund and its shareholders in light of the similar matters being considered and
voted on by the shareholders. Shareholders of each Fund will vote separately on
each proposal relating to their Fund, and a vote on a proposal by the
shareholders of one Fund will not affect the vote on the proposal by the
shareholders of another Fund.

The following table indicates which shareholders are solicited with respect to
each matter:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
MATTER COMMON STOCK MUNIPREFERRED
- ------------------------------------------------------------------------------
<S> <C> <C>
Election of directors by all Shareholders X X
(Lawrence Brown, Anthony Dean, Anne
Impellizzeri and Peter Sawers nominated)
- ------------------------------------------------------------------------------
Election of directors by MuniPreferred only X
(Margaret Rosenheim and Timothy Schwertfeger
nominated)
- ------------------------------------------------------------------------------
Ratify Selection of Auditors X X
- ------------------------------------------------------------------------------
</TABLE>

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, except that for the

1
<PAGE> 4

election of the two nominees for director to be elected by holders of
MuniPreferred, 33 1/3% of the MuniPreferred shares entitled to vote and
represented in person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Annual Meeting will be tabulated by the inspector of
election appointed for that Annual Meeting. The inspector of election will
determine whether or not a quorum is present at the Annual Meeting. The
inspector 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 for a vote of
the shareholders of each Fund, abstentions and broker non-votes will have the
same effect as shares voted against the election of directors and against
ratification of the selection of independent auditors. The details of each
proposal to be voted on by the shareholders of each Fund and the vote required
for approval of each proposal are set forth under the description of each
proposal below.

As of September 23, 1996, there were issued and outstanding: 14,533,542 shares
of Common Stock and 1,600 shares of MuniPreferred, Series M, 2,000 shares of
MuniPreferred, Series W and 572 shares of MuniPreferred, Series F of Performance
Plus, and 8,217,560 shares of Common Stock and 1,320 shares of MuniPreferred,
Series M and 1,280 shares of MuniPreferred, Series T of Insured Premium. Those
persons who were shareholders of record at the close of business on September
23, 1996 will be entitled to one vote for each share held.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about September 30, 1996.

1. ELECTION OF DIRECTORS OF EACH FUND

At each Fund's Annual Meeting, six (6) directors are to be elected to serve
until the next Annual Meeting and until their successors shall have been duly
elected and qualified. Under the terms of each Fund's organizational documents,
under normal circumstances holders of MuniPreferred are entitled to elect two
(2) directors, and the remaining directors are to be elected by holders of
Common Stock and MuniPreferred, voting together as a single class. The nominees
for election to the Board, all of whom currently serve as directors, are the
same for each Fund. Table I below shows the nominees for director of each Fund
to be elected by holders of Common Stock and MuniPreferred, voting together as a
single class. Table II below shows the nominees for director of each Fund to be
elected by holders of MuniPreferred only. The affirmative vote of a majority of
the shares present and entitled to vote at the Annual Meeting of each Fund will
be required to elect the directors of that 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
director 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 Directors.

2
<PAGE> 5

Tables I and II below show each nominee's age, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a director of each Fund and the number of common shares of the Funds
and of all Nuveen funds managed by Nuveen Advisory Corp. (excluding money market
funds) that each nominee beneficially owned as of August 31, 1996. All of the
nominees, except Mr. Dean, were last elected to each Board at the 1995 Annual
Meeting of Shareholders. Mr. Dean will be standing for election by each Fund's
shareholders for the first time at the Annual Meeting of Shareholders. Mr. Dean
was appointed to each Board to fill a vacancy that occurred upon the retirement
of Richard J. Franke from John Nuveen & Co. Incorporated and the Board of each
Fund on June 30, 1996. Mr. Franke's contributions to the Funds are greatly
appreciated. There is currently one vacancy on the Board of each Fund. The
Funds' nominating committees are considering candidates for the vacancy.

EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE NOMINEES NAMED BELOW.

TABLE I
NOMINEES FOR EACH FUND TO BE
ELECTED BY ALL SHAREHOLDERS

Anthony T. Dean (51) 1996--All Funds 0 6,845
Director and President of the Funds
(since July 1996); Director and
(since July 1996) President of The
John Nuveen Company, John Nuveen &
Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.; prior thereto,
Executive Vice President of The John
Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.

Anne E. Impellizzeri (63) 1994--All Funds 0 2,000
Director of the Funds; President and
Chief Executive Officer of
Blanton-Peale Institute (since
December 1990); prior thereto, Vice
President of New York City
Partnership (from 1987 to 1990) and
Vice President of Metropolitan Life
Insurance Company (from 1980 to
1988).
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
FULL COMMON SHARES
BENEFICIALLY OWNED
AUGUST 31, 1996
--------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS ALL
OF YEAR FIRST ELECTED THE NUVEEN
NOMINEES AS OF AUGUST 31, 1996(1) OR APPOINTED A DIRECTOR FUNDS(2) FUNDS(3)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Peter R. Sawers (63) 1991-- Performance Plus 0 8,433
Director of the Funds; Adjunct 1992--Insured Premium
Professor of Business and Economics,
University of Dubuque, Iowa; Adjunct
Professor, Lake Forest Graduate
School of Management, Lake Forest,
Illinois (since January 1992); prior
thereto, Executive Director, Towers
Perrin Australia (management
consultant); Chartered Financial
Analyst; Certified Management
Consultant.
- --------------------------------------------------------------------------------------
</TABLE>

TABLE II
NOMINEES FOR EACH FUND TO BE ELECTED BY HOLDERS OF
MUNIPREFERRED

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
FULL COMMON SHARES
BENEFICIALLY OWNED
AUGUST 31, 1996
--------------------
YEAR FIRST ELECTED OR ALL
NAME, AGE AND PRINCIPAL OCCUPATIONS OF APPOINTED A BOARD THE NUVEEN
NOMINEES AS OF AUGUST 31, 1996(1) MEMBER FUNDS(2) FUNDS(3)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Margaret K. Rosenheim (69) 1989--Performance Plus 0 5,432
Director of the Funds; Helen Ross 1992--Insured Premium
Professor of Social Welfare Policy,
School of Social Service
Administration, University of Chicago.
*Timothy R. Schwertfeger (47) 1994--All Funds 0 96,576
Chairman (since July 1996) and
Director of the Funds (since July
1994); Chairman (since July 1996) and
Director of The John Nuveen Company,
John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.; prior
thereto, Executive Vice President of
The John Nuveen Company, John Nuveen &
Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.
- --------------------------------------------------------------------------------------
</TABLE>

(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

(1) The director nominees of the Funds are directors or trustees, as the case
may be, of 21 Nuveen open-end funds and 53 Nuveen closed-end funds. In addition,
Messrs. Dean and Schwertfeger are also board members of eight funds managed by
Nuveen Institutional Advisory Corp.

(2) No nominee beneficially owned on August 31, 1996, any Common Stock or
MuniPreferred of either Fund.

(3) The number shown reflects the aggregate number of common shares beneficially
owned by the nominee in all of the funds managed by Nuveen Advisory Corp. and
referred to in note (1) above (excluding money market funds).

4
<PAGE> 7

The directors affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the
Funds. Directors who are not affiliated with Nuveen or the Adviser receive a
$45,000 annual retainer for serving as a director or trustee, as the case may
be, of all 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 funds managed by the Adviser on the basis of relative net
asset sizes. Each Fund has adopted a Directors' Deferred Compensation Plan
pursuant to which a director of that Fund may elect to have all or a portion of
the director's fee deferred. Directors 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 director wishes to begin deferral.

The table below shows for each director who is not affiliated with Nuveen or the
Adviser the aggregate compensation paid by each Fund for its fiscal year ended
September 30, 1995 and the total compensation that Nuveen funds accrued for each
director during the calendar year 1995, including any interest accrued for
directors 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>
- ------------------------------------------------------------------------------------
TOTAL
COMPENSATION ON
NUVEEN FUNDS
ACCRUED FOR
AGGREGATE COMPENSATION FROM THE FUNDS DIRECTORS(1)
--------------------------------------------------------------
PERFORMANCE INSURED
NAME OF DIRECTOR PLUS PREMIUM
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lawrence H. Brown $545 $364 55,500
Anne E. Impellizzeri 545 364 63,000
Margaret K. Rosenheim 579 381 62,322(2)
Peter R. Sawers 545 364 55,500
- ------------------------------------------------------------------------------------
</TABLE>

(1) Includes compensation for service on the boards of 21 Nuveen open-end funds
and 53 Nuveen closed-end funds.

(2) Includes $1,572 in interest accrued on deferred compensation from prior
years.

Anthony T. Dean, Margaret K. Rosenheim and Timothy R. Schwertfeger serve as
members of the executive committee of the Board of Directors of each Fund. The
executive committee of each Fund, which meets between regular meetings of the
Board of Directors, is authorized to exercise all of the powers of the Board of
Directors. The executive committee of each Fund held thirteen meetings during
the fiscal year ended September 30, 1995.

Each Fund's Board of Directors has an audit committee composed of Lawrence H.
Brown, Anne E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers,
directors 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 Directors. The
audit committee of each Fund held two meetings during the fiscal year ended
September 30, 1995.

5
<PAGE> 8

Nomination of those directors who are not "interested persons" of each Fund is
committed to a nominating committee composed of the directors who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested directors. The nominating committee
of each Fund held one meeting during the fiscal year ended September 30, 1995.
No policy or procedure has been established as to the recommendation of director
nominees by shareholders.

Each Fund's Board of Directors held five meetings during the fiscal year ended
September 30, 1995. During the last fiscal year, each director attended 75% or
more of each Fund's Board meetings and the committee meetings (if a member
thereof).

Each Fund has the same executive officers. The following table sets forth
information as of August 31, 1996 with respect to each executive officer of the
Funds, other than executive officers who are directors and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of office
of all officers will expire at the first meeting of the Board of each Fund
following the Annual Meetings of Shareholders, which Board meeting is presently
scheduled to be held on January 29, 1997, for each Fund.

Kathleen M. Flanagan, 49 Vice President
Vice President of John Nuveen & Co. (since 1994)
Incorporated and (since 1996) Vice President
of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.

J. Thomas Futrell, 41 Vice President
Vice President of Nuveen Advisory Corp.; (since 1991)
Chartered Financial Analyst.

Steven J. Krupa, 39 Vice President
Vice President of Nuveen Advisory Corp. (since 1990)

Anna R. Kucinskis, 50 Vice President
Vice President of John Nuveen & Co. (since 1991)
Incorporated.

Larry W. Martin, 45 Vice President (since 1993) &
Vice President (since September 1992), Assistant Secretary (since
Assistant Secretary and Assistant General each Fund's organization)
Counsel of John Nuveen & Co. Incorporated;
Vice President (since May 1993) and Assistant
Secretary of Nuveen Advisory Corp.; Vice
President (since May 1993) and Assistant
Secretary (since January 1992) of Nuveen
Institutional Advisory Corp.; Assistant
Secretary (since February 1993) of The John
Nuveen Company; Director of Nuveen/Duff &
Phelps Investment Advisors (since January
1995).
</TABLE>

6
<PAGE> 9

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
POSITIONS AND OFFICES WITH
NAME, AGE AND PRINCIPAL OCCUPATIONS FUNDS
- ------------------------------------------------------------------------------
<S> <C>
O. Walter Renfftlen, 57 Vice President & Controller
Vice President and Controller of The John (since each Fund's
Nuveen Company (since March 1992), John Nuveen organization)
& Co. Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Thomas C. Spalding, Jr., 45 Vice President
Vice President of Nuveen Advisory Corp. and (since each Fund's
Nuveen Institutional Advisory Corp.; Chartered organization)
Financial Analyst.
H. William Stabenow, 62 Vice President & Treasurer
Vice President and Treasurer of The John (since each Fund's
Nuveen Company (since March 1992), John Nuveen organization)
& Co. Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp. (since
January 1992).
James J. Wesolowski, 46 Vice President & Secretary
Vice President, General Counsel and Secretary (since each Fund's
of The John Nuveen Company (since March 1992), organization)
John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp.
Gifford R. Zimmerman, 39 Vice President (since 1993) &
Vice President (since September 1992), Assistant Secretary (since
Assistant Secretary and Assistant General each Fund's organization)
Counsel of John Nuveen & Co. Incorporated;
Vice President (since May 1993) and Assistant
Secretary of Nuveen Advisory Corp.; Vice
President (since May 1993) and Assistant
Secretary (since January 1992) of Nuveen
Institutional Advisory Corp., Assistant
Secretary of The John Nuveen Company (since
May 1994)
</TABLE>

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

On August 31, 1996, directors and executive officers of the Funds as a group
beneficially owned 199,161 common shares of all funds managed by the Adviser
(excluding money market funds) and did not beneficially own any shares of Common
Stock of any Fund or any shares of MuniPreferred of any Fund. As of August 31,
1996, no person is known to the Funds to have owned beneficially more than five
percent of the shares of Common Stock or MuniPreferred of any Fund.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board of Directors who are not "interested persons"
of that Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending September 30, 1997. Ernst & Young LLP has served
each Fund in this capacity since that Fund was organized and has no direct or
indirect financial interest in that Fund except as independent auditors. The
selection of Ernst & Young LLP as independent auditors of each Fund is being
submitted to the shareholders for ratification, which requires the affirmative
vote of a majority of the shares of each Fund present and entitled to vote on
the matter. A representative of Ernst & Young LLP is expected to be present at
the Annual Meetings and

7
<PAGE> 10

will be available to respond to any appropriate questions raised at the Annual
Meetings and to make a statement if he or she wishes.

EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.

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 each Fund's officers and directors, 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 the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that during the fiscal year ended September 30, 1995, all Section 16(a)
filing requirements applicable to that Fund's officers and directors, investment
adviser and affiliated persons of the investment adviser were complied with.

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of each Fund following the
Fund's fiscal year end. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
SEPTEMBER 30, 1995 ANNUAL REPORT AND ITS MORE RECENT SEMI-ANNUAL REPORT UPON
REQUEST. SUCH WRITTEN OR ORAL REQUEST SHOULD BE DIRECTED TO SUCH FUND AT 333
WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-257-8787. THE
ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 IS EXPECTED TO BE
AVAILABLE ON OR BEFORE NOVEMBER 29, 1996.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 78% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for each Fund in connection with such Fund's public
offering of Common Stock and MuniPreferred.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 1997, a shareholder proposal must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than June 2, 1997.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by

8
<PAGE> 11

officers or employees of John Nuveen & Co. Incorporated or Nuveen Advisory
Corp., or by dealers and their representatives. The Funds have engaged Tritech
Services to assist in the solicitation of proxies at a total estimated cost of
$5,000.

GENERAL

Management does not intend to present and does not have reason to believe that
any other items of business will be presented at any Fund's 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 each Fund's Annual
Meeting will be available at the offices of the Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.

Failure of a quorum to be present at any 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 any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.

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

James J. Wesolowski
Secretary

9
<PAGE> 12

NNP1196
<PAGE> 13
PROXY BALLOT
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.

COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 1996

The undersigned hereby appoints Anthony T. Dean, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution, Proxies
for the undersigned to represent and vote the common stock of the undersigned
at the Annual Meeting of Shareholders of Nuveen New York Performance Plus
Municipal Fund, Inc. to be held on November 21, 1996, or any adjournment or
adjournments thereof:

1. Election of Directors:
NOMINEES: Lawrence H. Brown, Anthony T. Dean, Anne E. Impellizzeri and
Peter R. Sawers.

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending September 30, 1997.

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

- -------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your Proxy will be voted in
accordance with the Board of Directors' recommendations. Please sign, date and
return this Proxy card promptly using the enclosed envelope.
- -------------------------------------------------------------------------------

SEE REVERSE SIDE
NNP1196

<PAGE> 14
<TABLE>
<S><C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. /X/
- ----------------------------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(SEE REVERSE FOR NOMINEES) all nominees to vote for all nominees for nominees indicated below:
-----------------------------
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box on the right above AND write each
nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL / / / / / /
YEAR ENDING SEPTEMBER 30, 1997.

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
- ----------------------------------------------------------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.

Please be sure to sign and date this Proxy.

- --------------------------------
Shareholder sign here Date
- --------------------------------
Co-owner sign here Date

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

/ / BK NNP1196 NNP1196
</TABLE>
<PAGE> 15
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. PROXY BALLOT
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES M, W, AND F
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 1996

The undersigned hereby appoints Anthony T. Dean, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Stock, Series M, W, and F of the undersigned
at the Annual Meeting of Shareholders of Nuveen New York Performance Plus
Municipal Fund, Inc. to be held on November 21, 1996, or any adjournment
or adjournments thereof:

1. Election of Directors:
NOMINEES: -- BY ALL SHAREHOLDERS: Lawrence H. Brown, Anthony T. Dean,
Anne E. Impellizzeri, Peter R. Sawers.
NOMINEES: -- BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger.

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending September 30, 1997.

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

- ------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your Proxy will be voted in
accordance with the Board of Directors' recommendations. Please sign, date and
return this Proxy card promptly using the enclosed envelope.
- ------------------------------------------------------------------------------

SEE REVERSE SIDE
NNP1196-P
<PAGE> 16
<TABLE>
<S><C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. /X/
- ----------------------------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(SEE REVERSE FOR NOMINEES) all nominees to vote for all nominees for nominees indicated below:
-----------------------------
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box on the right above AND write each
nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL / / / / / /
YEAR ENDING AUGUST 31, 1997.

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 NNP1196 NNP1196-P
</TABLE>