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:

[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 Rule 14a-11(c) or Rule 14a-12.

NUVEEN 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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

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

JUNE 17, 2002

DEAR SHAREHOLDER:

We are pleased to invite you to the Annual Meeting of Shareholders of the Nuveen
Performance Plus Municipal Fund, Inc. The meeting is scheduled for Wednesday,
July 31, 2002, at 10:30 a.m., Chicago time, in the Sixth 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 update the terms of the
Fund's Municipal Auction Rate Cumulative Preferred Stock ("MuniPreferred") to:
(1) require the Fund to provide for the notification, under certain
circumstances, if it intends to include any net capital gains or other taxable
income in any dividend on the shares of MuniPreferred and (2) require the Fund
to make "gross up" payments to MuniPreferred shareholders under certain
circumstances if the Fund allocates taxable income to shares of MuniPreferred.
We believe the proposal will provide MuniPreferred investors greater certainty
regarding taxable allocations and should result in more favorable bids for
shares of MuniPreferred at auctions, resulting in lower dividend rates.

You will also be asked to elect directors.

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
President

<Table>

NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 31, 2002 60606
(800) 257-8787
</Table>

NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)

JUNE 17, 2002

TO THE SHAREHOLDERS OF THE FUND:

Notice is hereby given that the Annual Meeting of Shareholders of the Nuveen
Performance Plus Municipal Fund, Inc. (the "Fund") 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:

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

1. To elect Members to the Board of Directors (each Director a "Board Member")
of the Fund as outlined below:

a. To elect seven (7) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified:

i) five (5) Board Members to be elected by the holders of Common
Shares and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred"), voting together as a single class; and

ii) two (2) Board Members to be elected by the holders of
MuniPreferred only, voting separately as a single class.

2. To approve an amendment to the Fund's Statements Establishing and Fixing the
Rights and Preferences of Municipal Auction Rate Cumulative Preferred Stock
("MuniPreferred") (the "Statement") to (1) require the Fund to provide for the
notification, under certain circumstances, if it intends to include any net
capital gains or other taxable income in any dividend on the shares of
MuniPreferred and (2) require the Fund to make "gross up" payments to
MuniPreferred shareholders under certain circumstances if the Fund allocates
taxable income to shares of MuniPreferred.

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

Shareholders of record of the Fund at the close of business on June 3, 2002 are
entitled to notice of and to vote at the Fund's Annual Meeting.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID
DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE 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
PROVIDED 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
PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD
AS A GUIDE.

Gifford R. Zimmerman
Vice President and Secretary

<Table>

PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
</Table>

June 17, 2002

NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors, (the "Board" and each Director a "Board Member") of the
Nuveen Performance Plus Municipal Fund, Inc. ("Performance Plus" or the "Fund")
proxies to be voted at the Annual Meeting of Shareholders of the Fund to be held
on July 31, 2002 (the "Annual Meeting"), and at any and all adjournments
thereof.

On the matters coming before the Fund's Annual Meeting as to which a choice has
been specified by the shareholders of the Fund on the proxy, the shares of the
Fund will be voted accordingly. If no choice is so specified, the shares of the
Fund will be voted FOR the election of the nominees as listed in this Proxy
Statement. Shareholders of the Fund 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.

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

<Table>
<Caption>
----------------------------------------------------------------------------------
COMMON MUNI-
MATTER SHARES PREFERRED(1)
----------------------------------------------------------------------------------

1a(i). Election of Board Members by all shareholders (Robert P. X X
Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Peter R.
Sawers and Judith M. Stockdale nominated)
a(ii). Election of Board Members by MuniPreferred only (William J. N/A X
Schneider and Timothy R. Schwertfeger nominated)
2. Approval of Amendment to MuniPreferred Statements X X
----------------------------------------------------------------------------------
</Table>

(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Stock."

A quorum of shareholders is required to take action at the Fund's 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, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred of the Fund, 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 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 for a vote of
the shareholders of the Fund, abstentions and broker non-votes will be treated
as shares voted against the election of Board Members and against approval of
the Amendment to the Fund's Statements Establishing and Fixing the Rights and
Preferences of Municipal Auction Rate Cumulative Preferred Stock
("MuniPreferred") (the "Statement"). The details of each proposal to be voted on
by the shareholders of the Fund and the vote required for approval of the
proposal are set forth under the description of each proposal below.

Shares of a series of MuniPreferred of the Fund held in "street name" for which
voting instructions have not been received as of one business day before the
meeting, or, if adjourned, one business day before the day to which the meeting
is adjourned, and that would otherwise be treated as "broker non-votes" may,
pursuant to Rule 452 of the New York Stock Exchange, be voted by the broker on
each item in the same proportion as the votes cast by all MuniPreferred
shareholders of that series of that Fund who have voted on the item. Rule 452
permits proportionate voting for a series of MuniPreferred with respect to a
particular item if, among other things, (i) a minimum of 30% of the shares of
MuniPreferred of that series outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the shares of
MuniPreferred of that series outstanding has been voted by the holders of such
shares against such item. For the purpose of meeting the 30% test, abstentions
will be treated as shares "voted" and, for the purpose of meeting the 10% test,
abstentions will not be treated as shares "voted" against the item.

Those persons who were shareholders of record at the close of business on June
3, 2002 will be entitled to one vote for each share held. As of June 3, 2002,
shares of the Fund were issued and outstanding as follows:

<Table>
<Caption>
- --------------------------------------------------------------------------
COMMON
SHARES MUNIPREFERRED
- --------------------------------------------------------------------------

Series M
Series T
Series W
Series TH
Series F
- --------------------------------------------------------------------------
</Table>

This Proxy Statement is first being mailed to shareholders of the Fund on or
about June 17, 2002.

1. ELECTION OF BOARD MEMBERS OF THE FUND

At the Fund's Annual Meeting, seven (7) Board Members are to be elected to serve
until the next Annual Meeting or until their successors shall have been duly
elected and qualified. Under the terms of the Fund's organizational documents
under normal circumstances holders of MuniPreferred are entitled to elect two
(2) Board Members, and the remaining Board Members are to be elected by holders
of Common Shares and MuniPreferred, voting together as a single class. Board
Members Bremner, Brown, Impellizzeri, Sawers and Stockdale are nominees for
election by all shareholders. Board Members Schneider and Schwertfeger are
nominees for election by holders of MuniPreferred.

The affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting will be required to elect Board Members 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
Board Member of the Fund if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies for the Fund will be
voted for one or more substitute nominees designated by the Fund's present
Board.

Other than Mr. Schwertfeger, none of the Board Members have ever been a director
or an employee of Nuveen Investments or any affiliate.

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

BOARD NOMINEES
- --------------------------------------------------------------------------------

<Table>
<Caption>
NUMBER OF
POSITIONS AND PORTFOLIOS
OFFICES WITH THE IN FUND
FUND, TERM OF PRINCIPAL OCCUPATIONS INCLUDING COMPLEX
OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING OVERSEEN
NAME, BIRTHDATE AND ADDRESS OF TIME SERVED PAST FIVE YEARS BY TRUSTEE(1)
- ------------------------------------------------------------------------------------------------------------------------

BOARD MEMBER WHO IS AN
INTERESTED PERSON OF THE FUND:
Timothy R. Schwertfeger* Chairman of the Board, Chairman and Director (since July 1996) of The
3/28/49 President and John Nuveen Company, Nuveen Investments, Nuveen
333 West Wacker Drive Director. Advisory Corp. and Nuveen Institutional Advisory
Chicago, IL 60606 Term of Office: 2003. Corp.; prior thereto, Executive Vice President
Length of Time Served: and Director of The John Nuveen Company and
since 1994. Nuveen Investments; Director (since 1992) and
Chairman (since 1996) of Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.;
Chairman and Director (since January 1997) of
Nuveen Asset Management, Inc.; Director (since
1996) of Institutional Capital Corporation;
Chairman and Director (since 1999) of
Rittenhouse Financial Services Inc.; Chief
Executive Officer (since September 1999) of
Nuveen Senior Loan Asset Management Inc.

BOARD MEMBERS WHO ARE NOT
INTERESTED PERSONS OF THE FUND:
Robert P. Bremner Director. Private Investor and Management Consultant.
8/22/40 Term of Office: 2003.
3725 Huntington Street, N.W. Length of Time Served:
Washington, D.C. 20015 since 1997.
</Table>

Lawrence H. Brown Director. Retired (August 1989) as Senior Vice President
7/29/34 Term of Office: 2003. of The Northern Trust Company.
201 Michigan Avenue Length of Time Served:
Highwood, IL 60040 since 1993.

Anne E. Impellizzeri Director. Formerly, Executive Director (since 1998) of
1/26/33 Term of Office: 2003. Manitoga (Center for Russel Wright's Design with
3 West 29th Street Length of Time Served: Nature); prior thereto, President and Chief
New York, NY 10001 since 1994. Executive Officer of Blanton-Peale Institutes of
Religion and Health (since December 1990); prior
thereto, Vice President, Metropolitan Life
Insurance Co.
Peter R. Sawers Director. Adjunct Professor of Business and Economics,
4/3/33 Term of Office: 2003. University of Dubuque, Iowa; formerly
22 The Landmark Length of Time Served: (1991-2000) Adjunct Professor, Lake Forest
Northfield, IL 60093 since 1991. Graduate School of Management, Lake Forest,
Illinois; Director, Executive Service Corps of
Chicago; Director, Hadley School for the Blind;
prior thereto, Executive Director, Towers Perrin
Australia, a management consulting firm;
Chartered Financial Analyst; Certified
Management Consultant.
William J. Schneider Director. Senior Partner and Chief Operating Officer,
9/24/44 Term of Office: 2003. Miller-Valentine Group, Vice President,
4000 Miller-Valentine Ct. Length of Time Served: Miller-Valentine Realty, a development and
P.O. Box 744 since 1997. contract company; Chair, Miami Valley Hospital;
Dayton, OH 45401 Vice Chair, Miami Valley Economic Development
Coalition; formerly, Member, Community Advisory
Board, National City Bank, Dayton, Ohio; and
Business Advisory Council, Cleveland Federal
Reserve Bank.
Judith M. Stockdale Director. Executive Director, Gaylord and Dorothy
12/29/47 Term of Office: 2002. Donnelley Foundation (since 1994); prior
35 East Wacker Drive Length of Time Served: thereto, Executive Director, Great Lakes
Suite 2600 since 1997. Protection Fund (from 1990 to 1994).
Chicago, IL 60601
</Table>

- --------------------------------------------------------------------------------
* "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) As of April 30, 2002, the Board Members and nominees were board members of
[ ] Nuveen open-end funds and [ ] closed-end funds managed by Nuveen
Advisory Corp. ("NAC"). In addition, Mr. Schwertfeger is a board member of
[ ] open-end and [ ] closed-end funds managed by Nuveen Institutional
Advisory Corp. ("NIAC") and [ ] funds managed by Nuveen Senior Loan Asset
Management Inc. ("NSLAM").

BENEFICIAL OWNERSHIP

The following table lists the dollar range of equity securities of the Fund and
all of the Nuveen Funds overseen by the Board Members beneficially owned by the
Board Member as of April 30, 2002:

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
DOLLAR RANGE OF EQUITY COMPANIES OVERSEEN BY TRUSTEE IN FAMILY
NAME OF BOARD MEMBER SECURITIES IN THE FUND(1) OF INVESTMENT COMPANIES(2)
- -------------------------------------------------------------------------------------------------------

Timothy R. Schwertfeger(3) $ $
Robert P. Bremner $ $
Lawrence H. Brown $ $
Anne E. Impellizzeri $ $
Peter R. Sawers $ $
William J. Schneider $ $
Judith M. Stockdale $ $
- -------------------------------------------------------------------------------------------------------
</Table>

(1) For each Board Member, the amount reflected includes share equivalents of
certain Nuveen funds in which the Board Member is deemed to be invested
pursuant to the Deferred Compensation Plan for Independent Board Members, as
more fully described under "Compensation."

(2) The amounts reflect the aggregate dollar range of equity securities
beneficially owned by the Board Member in the Fund and in all Nuveen funds
overseen by each Board Member.

(3) For Mr. Schwertfeger, the amount reflected also includes shares held in
Nuveen's 401(k)/Profit Sharing Plan.

The following table sets forth for each Board Member, and for the Board Members
and officers as a group, the amount of shares beneficially owned in the Fund as
of April 30, 2002. The information as to beneficial ownership is based on
statements furnished to the Fund by each Board Member and officer.

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS

<Table>
<Caption>
NAME OF BOARD MEMBER BENEFICIAL OWNERSHIP(1)
- ----------------------------------------------------------------------------

Timothy R. Schwertfeger(2)
Robert P. Bremner(3)
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers(4)
William J. Schneider
Judith M. Stockdale
All Current Board Members and Officers as a Group
- ----------------------------------------------------------------------------
</Table>

(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members, as more fully described below.

(2) The number also includes shares held by Mr. Schwertfeger in Nuveen's
401(k)/profit sharing plan.

(3) The shares listed for Mr. Bremner are owned by his spouse. Mr. Bremner
disclaims beneficial ownership of these shares.

(4) The shares listed for Mr. Sawers are owned by his spouse; Mr. Sawers has
shared investment power.

On April 30, 2002, Board Members and executive officers of the Fund as a group
beneficially owned [ ] common shares of all funds managed by the Adviser,
Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset Management Inc.
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan, but excludes shares of money market funds). Each
Board Member's individual beneficial shareholdings of the Fund constitute less
than 1% of the outstanding shares of the Fund. As of April 30, 2001, the Board
Members and executive officers of the Fund as a group owned less than 1% of the
outstanding common shares of the Fund. As of June 3, 2002, the Board Members and
executive officers of the Fund did not own any shares of MuniPreferred. As of
June 3, 2002, no shareholder owned more than 5% of any class of shares of the
Fund.

OTHER AFFILIATIONS OR RELATIONSHIPS OF BOARD MEMBERS

As of , 2002, [none] of the Board Members who are "interested persons"
of the Fund (as that term is defined in the 1940 Act) and who are not affiliated
with Nuveen Investments ("Nuveen") or the Nuveen Advisory Corp. (the "Adviser")
(the "Independent Board Members"), nor any immediate family member of an
Independent Board Member, owns shares of the Adviser or a principal underwriter
of the Fund, nor does any such person own shares of a company controlling,
controlled by or under common control with the Adviser or a principal
underwriter of the Fund.

There have been [no] transactions by the Fund since the beginning of the Fund's
last fiscal year, nor are there any transactions currently proposed, in which
the amount exceeds $60,000 and in which any Board Member, executive officer or
security holder of more than 5% of the voting securities of the 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 the Fund in an amount in excess of $60,000 at any time since that date.

[No] Independent Board Member, nor any immediate family member of such a Board
Member, has had, in the past five years, any direct or indirect interest, the
value of which exceeds $60,000, in the Adviser or principal underwriter of the
Fund or in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with, the Adviser
or principal underwriter of the Fund. Moreover, no Independent Board Member (or
immediate family member of any Independent Board Member) has, or has had in the
last two fiscal years of the Fund, any direct or indirect relationships or any
direct or indirect material interest in any transaction or series of
transactions or in any currently proposed transaction or series of transactions,
in which the amount involved exceeds $60,000, in which the following persons
were or are a party: the Fund, an officer of the Fund, any investment company
sharing the same Adviser or principal underwriter of the Fund or any officer of
such a party, any person directly or indirectly controlling, controlled by or
under common control with, the Adviser or principal underwriter of the Fund, or
any officer of such a person.

Within the last two completed fiscal years of the Fund, [no] officer of any
investment adviser or principal underwriter of the Fund or of any person
directly or indirectly controlling, controlled by or under common control with
the investment adviser or principal underwriter of the Fund, has served as a
board member on a board of a company where any of the Board Member or Nominees
of the Fund has served as an officer.

COMPENSATION

The Board Members affiliated with Nuveen or the Adviser serve without any
compensation from the Fund. The Independent Board Members receive a $15,000
quarterly retainer ($60,000 annually) for serving as a board member 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 $500 fee per day plus expenses for attendance in person or $250 if by
telephone at a meeting of the executive committee or the dividend and valuation
committee. The annual retainer, fees and expenses are allocated among the funds
managed by the Adviser on the basis of relative net asset sizes. Effective
January 1, 1999, the Board of Directors/Trustees of certain Nuveen Funds (the
"Participating Funds") established a Deferred Compensation Plan for Independent
Directors and Trustees ("Deferred Compensation Plan"). Under the Deferred
Compensation Plan, Independent Board Members of the Participating Funds may
defer receipt of all, or a portion, of the compensation they earn for their
services to the Participating Funds, in lieu of receiving current payments of
such compensation. Any deferred amount is treated as though an equivalent dollar
amount had been invested in shares of one or more eligible Nuveen funds. Each
Independent Board Member, other than Mr. Brown, has elected to defer at least a
portion of their fees. The Fund is a Participating Fund under the Deferred
Compensation Plan.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by the Fund to each Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the NAC Funds for the calendar year ended 2001. Mr.
Schwertfeger, a Board Member who is an interested person of the Fund, does not
receive any compensation from the Fund or any Nuveen Funds.

<Table>
<Caption>
TOTAL NUVEEN FUND COMPENSATION
INDEPENDENT BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUND(1) PAID TO BOARD MEMBERS
- ------------------------------------------------------------------------------------------------------

Robert P. Bremner
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers
William J. Schneider
Judith M. Stockdale
- ------------------------------------------------------------------------------------------------------
</Table>

(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. Total
deferred fees for the Fund (including the return from the assumed investment
in the eligible Nuveen Funds) payable are:

<Table>
<Caption>
INDEPENDENT BOARD MEMBER DEFERRED FEES
- --------------------------------------------------------------------------

Robert P. Bremner $
Lawrence H. Brown $
Anne E. Impellizzeri $
Peter R. Sawers $
William J. Schneider $
Judith M. Stockdale $
- --------------------------------------------------------------------------
</Table>

COMMITTEES

The Board Members serve on four standing committees: the executive committee,
the audit committee, the nominating and governance committee, and the dividend
and valuation committee.

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of the Fund. The executive committee, which meets between
regular meetings of the Board, is authorized to exercise all of the powers of
the Board; provided that the scope of the powers of the executive committee,
unless otherwise specifically authorized by the full Board, are limited to: (i)
emergency matters where assembly of the full Board is impracticable (in which
case management will take all reasonable steps to quickly notify each individual
Board Member of the actions taken by the executive committee) or (ii) matters of
an administrative or ministerial nature. [No executive committee meetings were
held for the Fund during its last fiscal year.]

Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend and valuation committee for the Fund. The dividend and valuation
committee is authorized to declare distributions on the Fund's shares including,
but not limited to, regular and special dividends, capital gains and ordinary
income distributions. The committee also oversees the Fund's Pricing Procedures
including, but not limited to, the review and approval of fair value pricing
determinations made by Nuveen's Valuation Group. The dividend and valuation
committee of the Fund held [ ] meetings during its last fiscal year.

The Fund's Board has an audit committee composed of Board Members who are not
"interested persons" of the Fund 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. The audit committee monitors the accounting and reporting policies
and practices of the Fund, the quality and integrity of the financial statements
of the Fund, compliance by the Fund with legal and regulatory requirements and
the independence and performance of the external and internal auditors. 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. The audit committee has adopted a written charter.
The audit committee of the Fund held [ ] meetings during its last fiscal
year.

Nomination of those Board Members who are not "interested persons" of the Fund
is committed to a nominating and governance committee composed of all Board
Members who are not "interested persons" of the Fund. It identifies and
recommends individuals to be nominated for election as non-interested Board
Members. The committee also reviews matters relating to (1) the composition,
duties, recruitment, independence and tenure of Board Members, (2) the selection
and review of committee assignments, and (3) Board Member education, board
meetings and board performance. The nominating and governance committee of the
Fund held [ ] meetings during its last fiscal year. In the event of a
vacancy on the Board, the nominating and governance committee receives
suggestions from various sources as to suitable candidates. Suggestions should
be sent in writing to Lorna Ferguson, Vice President for Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, IL 60606. The nominating and
governance committee sets appropriate standards and requirements for nominations
for new directors and reserves the right to interview all candidates and to make
the final selection of any new directors.

The Board of the Fund held four regular quarterly meetings during its last
fiscal year. During the last fiscal year, each Board Member attended 75% or more
of the Fund's Board meetings and the committee meetings (if a member thereof).

THE FUND'S EXECUTIVE OFFICERS

The following table sets forth information as of April 30, 2002 with respect to
each executive officer of the Fund, other than Mr. Schwertfeger, who is a Board
Member and included in the table relating to nominees for the Board. Officers of
the Fund receive no compensation from the Fund. The term of office of all
officers will expire in July 2002. The Board will consider the election of
officers to serve until July 2003 and as set forth in the Fund's by-laws at the
regularly scheduled Board meeting to be held after the Fund's Annual Meeting.

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES
WITH THE FUND, TERM OF PRINCIPAL OCCUPATIONS INCLUDING NUMBER OF PORTFOLIOS IN
OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING FUND COMPLEX SERVED
NAME, BIRTHDATE AND ADDRESS OF TIME SERVED PAST FIVE YEARS BY OFFICER
- -----------------------------------------------------------------------------------------------------------------------

Michael T. Atkinson Vice President. Vice President (since January
2/3/66 Term of Office: 2002. 2002), formerly, Assistant Vice
333 West Wacker Drive Length of Time Served: President (from 2000),
Chicago, IL 60606 since 2002. previously, associate of Nuveen
Investments.
Paul L. Brennan Vice President. Vice President (since January
11/10/66 Term of Office: 2002. 2002), formerly Assistant Vice
333 West Wacker Drive Length of Time Served: President (from 1997), of
Chicago, IL 60606 since 2002. Nuveen Advisory Corp.; prior
thereto, portfolio manager of
Flagship Financial Inc.
Peter H. D'Arrigo Vice President and Vice President of Nuveen
11/28/67 Treasurer. Investments (since January
333 West Wacker Drive Term of Office: 2002. 1999), prior thereto, Assistant
Chicago, IL 60606 Length of Time Served: Vice President (from January
since 1999. 1997); formerly, Associate of
Nuveen Investments; Vice
President and Treasurer (since
September 1999) of Nuveen
Senior Loan Asset Management
Inc.; Chartered Financial
Analyst.
Michael S. Davern Vice President. Vice President of Nuveen
6/26/57 Term of Office: 2002. Advisory Corp. (since January
333 West Wacker Drive Length of Time Served: 1997); prior thereto, Vice
Chicago, IL 60606 since 1997. President and Portfolio Manager
of Flagship Financial.
</Table>

Susan M. DeSanto Vice President. Vice President of Nuveen
9/8/54 Term of Office: 2002. Advisory Corp. (since August
333 West Wacker Drive Length of Time Served: 2001); previously, Vice
Chicago, IL 60606 since 2001. President of Van Kampen
Investment Advisory Corp. (from
1998); prior thereto, Assistant
Vice President of Van Kampen
Investment Advisory Corp. (from
1994).
Jessica R. Droeger Vice President. Vice President (since January
9/24/64 Term of Office: 2002. 2002) and Assistant General
333 West Walker Drive Length of Time Served: Counsel (since May 1998) of
Chicago, IL 60606 since 2002. Nuveen Investments, prior
thereto, Assistant Vice
President (from May 1998);
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 Vice President of Nuveen
10/24/45 of Office: 2002. Investments; Vice President
333 West Wacker Drive Length of Time Served: (since January 1998) of Nuveen
Chicago, IL 60606 since 1998. Advisory Corp. and Nuveen
Institutional Advisory Corp.
William M. Fitzgerald Vice President. Vice President of Nuveen
3/2/64 Term of Office: 2002. Advisory Corp. (since December
333 West Wacker Drive Length of Time Served: 1995),prior thereto Assistant
Chicago, IL 60606 since 1995. Vice President (from September
1992 ), prior thereto,
Assistant Portfolio Manager;
Chartered Financial Analyst.
Stephen D. Foy Vice President and Vice President of Nuveen
5/31/54 Controller. Term of Investments and (since May
333 West Wacker Drive Office: 2002. Length 1998) The John Nuveen Company;
Chicago, IL 60606 of Time Served: since Vice President (since September
1998. 1999) of Nuveen Senior Loan
Management Inc.; Certified
Public Accountant.
J. Thomas Futrell Vice President. Vice President of Nuveen
7/5/55 Term of Office: 2002. Advisory Corp.; Chartered
333 West Wacker Drive Length of Time Served: Financial Analyst.
Chicago, IL 60606 since 1992.

Richard A. Huber Vice President. Vice President of Nuveen
3/26/63 Term of Office: 2002. Institutional Advisory Corp.
333 West Wacker Drive Length of Time Served: (since March 1998) and Nuveen
Chicago, IL 60606 since 1997. Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial, Inc.
Steve J. Krupa Vice President. Vice President of Nuveen
8/21/57 Term of Office: 2002. Advisory Corp.
333 West Wacker Drive Length of Time Served:
Chicago, IL 60606 since 1990.
</Table>

David J. Lamb Vice President. Vice President (since March
3/22/63 Term of Office: 2002. 2000) of Nuveen Investments,
333 West Wacker Drive Length of Time Served: previously Assistant Vice
Chicago, IL 60606 since 2000. President (from January 1999);
prior thereto, Associate of
Nuveen Investments; Certified
Public Accountant.
Larry W. Martin Vice President and Vice President, Assistant
7/27/51 Assistant Secretary. Secretary and Assistant General
333 West Walker Drive Term of Office: 2002. Counsel of Nuveen Investments;
Chicago, IL 60606 Length of Time Served: Vice President and Assistant
since 1988. Secretary of Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp; Assistant
Secretary of the John Nuveen
Company and (since January
1997) Nuveen Asset Management,
Inc.; Vice President and
Assistant Secretary (since
September 1999) of Nuveen
Senior Loan Asset Management
Inc.
Edward F. Neild, IV Vice President. Vice President (since September
7/7/65 Term of Office: 2002. 1996), previously Assistant
333 West Wacker Drive Length of Time Served: Vice President (from December
Chicago, IL 60606 since 1996. 1993) of Nuveen Advisory Corp.,
Portfolio Manager prior
thereto; Vice President (since
September 1996), previously
Assistant Vice President (from
May 1995), of Nuveen
Institutional Advisory Corp.,
Portfolio Manager prior
thereto; Chartered Financial
Analyst.
Thomas J. O'Shaunhnessy Vice President. Vice President (since January
9/4/60 Term of Office: 2002. 2002), formerly, Assistant Vice
333 West Wacker Drive Length of Time Served: President (from 1988), of
Chicago, IL 60606 since 2002. Nuveen Advisory Corp.; prior
thereto, portfolio manager.
Thomas C. Spalding, Jr. Vice President. Vice President of Nuveen
7/31/51 Term of Office: 2002. Advisory Corp. and Nuveen
333 West Wacker Drive Length of Time Served: Institutional Advisory Corp;
Chicago, IL 60606 since 1982. Chartered Financial Analyst.

Gifford R. Zimmerman Vice President and Vice President, Assistant
9/9/56 Secretary. Secretary and Associate General
333 West Wacker Drive Term of Office: 2002. Counsel, formerly Assistant
Chicago, IL 60606 Length of Time Served: General Counsel, of Nuveen
since 1988. Investments; Vice President and
Assistant Secretary of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Vice President and Assistant
Secretary of The John Nuveen
Company (since May 1994); Vice
President and Assistant
Secretary (since September
1999) of Nuveen Senior Loan
Asset Management Inc.;
Chartered Financial Analyst.
</Table>

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of the Fund is responsible for assisting the
Board in monitoring (1) the quality and integrity of the Fund's financial
statements, (2) the Fund's compliance with regulatory requirements, and (3) the
independence and performance of the Fund's independent and internal auditors.
Among other responsibilities, the Committee reviews, in its oversight capacity,
the 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 the Fund's financial and internal
controls. The Committee also recommends to the Board the selection of the Fund's
independent auditors. The Committee is currently composed of six Board Members
and operates under a written charter adopted and approved by the Board. Each
Committee member is independent as defined by New York Stock Exchange listing
standards.

The Committee, in discharging its duties, has met with and held discussions with
management and the Fund's independent and internal auditors. The Committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that the 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). The 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 the 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 include the audited financial statements in the Fund's Annual Report.

The members of the Committee are:

Robert P. Bremner
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers
William J. Schneider
Judith M. Stockdale

AUDIT AND RELATED FEES

AUDIT FEES. The aggregate fees billed by Ernst & Young LLP for professional
services for the audit of the Fund's financial statements for its most recently
completed fiscal year were as follows:

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------
FINANCIAL INFORMATION SYSTEMS DESIGN
AUDIT FEES AND IMPLEMENTATION FEES ALL OTHER FEES
- ----------------------------------------------------------------------------------------------------

$ $0 $
- ----------------------------------------------------------------------------------------------------
</Table>

ALL OTHER FEES. The Audit Committee of the Fund has generally considered whether
the receipt of non-audit fees by Ernst & Young LLP from the Fund is compatible
with maintaining Ernst & Young LLP's independence.

2. AMENDMENT AND RESTATEMENT OF THE STATEMENTS

The Board has proposed that the Statements Establishing and Fixing the Rights
and Preferences of Municipal Auction Rate Cumulative Preferred Stock (the
"Statements") for the Fund, be amended and restated. The proposed Amendment and
Restatement (the "Amendment") would make certain changes to the terms of the
Statements in order to: (1) require the Fund to provide for the notification,
under certain circumstances, if it intends to include any net capital gains or
other taxable income in any dividend on the shares of MuniPreferred and (2)
require the Fund to make "gross up" payments to MuniPreferred shareholders under
certain circumstances if the Fund retroactively allocates taxable income to
shares of MuniPreferred.

[The affirmative vote of the holders of at least a majority of the shares of
common stock and shares of MuniPreferred present in person or by proxy and
entitled to vote, voting as a single class, and the affirmative vote of the
holders of at least a majority of the outstanding shares [of each series] of
MuniPreferred, each voting as a separate class, are required to approve the
Amendment.]

Unless the context requires otherwise, capitalized terms used but not herein
defined shall have the meanings ascribed to such terms in the Statements or the
Amendment. The summary of the Amendment set forth above is qualified in its
entirety by reference to the Amendment, a copy of which is available from the
Fund upon request without charge.

THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE APPROVAL OF THE AMENDMENT.

The Internal Revenue Service ("IRS"), since issuing Revenue Ruling 89-81 on June
13, 1989, requires a regulated investment company that has two or more classes
of shares, such as the Fund, to designate to each class proportionate amounts of
each type of its income for each tax year based upon the percentage of total
dividends distributed to each class for such year. Prior to that date, the Fund
had expended substantial resources and made substantial progress toward the
issuance of preferred stock and common stock calling for non-proportionate
designations. As a result, the Fund received a private letter ruling from the
IRS which ruled as follows:

Pursuant to the authority of section 7805(b), if Fund makes
non-proportionate designations consistent with the descriptions in the [May
3, 1989] prospectus, then Rev. Rul. 89-81 will not be applied to render
those designations ineffective for tax purposes.

Pursuant to its private letter ruling, the Fund in the past designated
exempt-interest dividends disproportionately to holders of MuniPreferred and
designated net capital gains and other taxable income (if any) to holders of its
common stock.

In 1999, when the Fund issued additional shares of a new series of
MuniPreferred, the Fund began allocating proportionately the Fund's net capital
gains or other taxable income, if any, to both common and preferred
stockholders. In such instances, although not required to do so by the terms of
the Statements, the Fund notified the Auction Agent in advance if it intended to
allocate to holders of MuniPreferred income that is not exempt from regular
federal income tax. The Fund believes that the uncertainty by MuniPreferred
investors of whether they will be allocated taxable income has resulted in less
favorable bids for shares of MuniPreferred at auctions.

The Amendment provides that whenever the Fund intends to include any net capital
gains or other income taxable for Federal income tax purposes in any dividend on
shares of MuniPreferred, the Fund shall, in the case of a rate period of 28 days
or fewer, and may, in the case of any other rate period, notify the Auction
Agent of the amount to be so included prior to the auction date. Whenever the
auction agent receives such notice from the Fund, it will be required in turn to
notify each broker-dealer, who, on or prior to the date of the auction, in
accordance with its Broker-Dealer Agreement, will be required to notify its
MuniPreferred shareholders and potential MuniPreferred shareholders believed by
it to be interested in submitting an order in the auction.

The Amendment also provides for the Fund to make "gross-up" payments to offset
the allocation of taxable income and capital gains to preferred stockholders if,
in the case of any rate period of 28 days or fewer, the Fund allocates any net
capital gains or other income taxable for Federal income tax purposes to a
dividend paid on shares of MuniPreferred without having given advance notice
thereof to the auction agent (a "Taxable Allocation") solely by reason of the
fact that such allocation is made retroactively as a result of the redemption of
all or a portion of the outstanding shares of MuniPreferred or the liquidation
of the Fund. If, in the case of any rate period of more than 28 days, the Fund
makes a Taxable Allocation to a dividend paid on shares of MuniPreferred, the
Fund shall, prior to the end of the calendar year in which such dividend was
paid, provide notice thereof to the Auction Agent and direct the Fund's dividend
disbursing agent to send such notice with a gross-up payment to each
MuniPreferred shareholder that was entitled to such dividend payment during such
calendar year at such shareholder's address as the same appears or last appeared
on the stock books of the Fund. A "gross-up payment" means payment to a holder
of shares of MuniPreferred of an amount which, when taken together with the
aggregate amount of Taxable Allocations made to such holder to which such
gross-up payment relates, would cause such holder's dividends in dollars (after
Federal income tax consequences) from the aggregate of such Taxable Allocations
and the related gross-up payment to be equal to the dollar amount of the
dividends which would have been received by such holder if the amount of the
aggregate Taxable Allocations were not subject to regular federal income tax.

The Board of Directors believes that the Amendment is in the best interest of
the Fund because it provides greater certainty to MuniPreferred investors
regarding taxable allocations. Rather than have bidders in Auctions speculate as
to whether and to what extent the Fund might make such an allocation of taxable
income, the Fund believes if it is required to make such notification and
gross-up payments, bids placed in Auctions will result in lower MuniPreferred
dividend rates because of the greater certainty regarding taxable allocations.

APPOINTMENT OF INDEPENDENT AUDITORS

The Fund's Board of Trustees has appointed Ernst & Young, LLP, independent
public accountants, as independent auditors to audit the books and records of
the Fund for its fiscal year. 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 the Fund that it has no direct or
indirect material financial interest in the Fund, Nuveen, the Adviser or any
other investment company sponsored by Nuveen.]

SECTION 16(A) BENEFICIAL INTEREST 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 the Fund's Board Members and officers, 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

the 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 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
the Fund's Board Members and officers, investment adviser and affiliated persons
of the investment adviser have complied with all applicable Section 16(a) filing
requirements during its last fiscal year. To the knowledge of management of the
Fund, no shareholder of the Fund owns more than 10% of a registered class of the
Fund's equity securities.

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. 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.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of the
Fund 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 the Fund, 333 West Wacker
Drive, Chicago, Illinois 60606, not later than February 17, 2003. A shareholder
wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a
proposal submitted outside of the process of Rule 14a-8 must submit such written
notice to the Fund not later than June 16, 2003. 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, 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 Nuveen Investments or Nuveen Advisory Corp., or by dealers and
their representatives.

FISCAL YEAR

The last fiscal year end for the Fund was October 31, 2001.

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of the Fund following the
Fund's fiscal year end. The Fund will furnish, without charge, a copy of its
annual report and/or semi-annual report as available upon request. Such written
or oral requests should be directed to such 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
any other items of business will be presented at the Fund's Annual Meeting.
However, if other matters are properly presented to the Annual Meeting for a
vote, the proxies will be voted by the persons acting under the proxies upon
such matters in accordance with their judgment of the best interests of the
Fund.

A list of shareholders entitled to be present and to vote at the 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 beginning 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 the 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 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 AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

Gifford R. Zimmerman

Vice President and Secretary

[NUVEEN INVESTMENTS LOGO]

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com

NUV801

Nuveen Performance Plus Municipal Fund, Inc.

NUVEEN ANNUAL MEETING OF SHAREHOLDERS

NUVEEN INVESTMENTS COMMON STOCK
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
July 31, 2002

The annual meeting of shareholders will be
held 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
proxy statement attached. The undersigned hereby
appoints Timothy R. Schwertfeger, Larry W. Martin
and Gifford R. Zimmerman, and each of them, with
full power of substitution, proxies for the
undersigned to represent and vote the shares of the
undersigned at the annual meeting of shareholders
to be held on July 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" all of 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 KEEP THIS PORTION FOR YOUR RECORDS
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Common Stock

Vote on Proposals For Withhold For All To withhold authority to vote, mark "For All
All All Except Except" and write the nominee's number on
the line below.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] ____________________________________________
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale

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.

---------------------------------- -------- ---------------------------------- ---------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

Nuveen Performance Plus Municipal Fund, Inc.

NUVEEN ANNUAL MEETING OF SHAREHOLDERS

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK

NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
July 31, 2002

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Preferred Stock

Vote on Proposals For Withhold For All To withhold authority to vote, mark "For All
All All Except Except" and write the nominee's number on the
line below.
1. ELECTION OF NOMINEES TO THE [ ] [ ] [ ] _____________________________________________
BOARD
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale
06) William J. Schneider
07) Timothy R. Schwertfeger

For Against Abstain
2. AMENDMENT TO MUNIPREFERRED STATEMENTS [ ] [ ] [ ]

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting.

Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.

---------------------------------- -------- ---------------------------------- ---------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date