EXHIBIT 17.2 At the upcoming Annual Meeting, all shareholders will be asked to consider and approve a very important proposal. Subject to shareholder approval, Nuveen New York Municipal Income Fund, Inc. (the "Fund") will transfer substantially all of its assets and substantially all of its liabilities to Nuveen New York Municipal Value Fund, Inc. (the "Acquiring Fund") in exchange for newly issued shares of the Acquiring Fund, which will be distributed to shareholders of the Fund. The reorganization should lead to efficiencies of scale, providing such benefits as: [_] Lower Administrative Expenses [_] Improved Portfolio Management Flexibility [_] Increased Trading Liquidity 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. ----------Please fold at perforation before detaching--------- | | - ------------------------------------------------------------------------------- PROXY BALLOT NUVEEN NEW YORK MUNICIPAL INCOME FUND, INC. COMMON SHARES PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 1995 The undersigned hereby appoints Richard J. Franke, 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 shares of the undersigned at the Annual Meeting of Shareholders of Nuveen New York Municipal Income Fund, Inc. (the "Fund") to be held on November 16, 1995, or any adjournment or adjournments thereof. The following items are to be considered: 1. Approval of an Agreement and Plan of Reorganization and Liquidation between the Fund and Nuveen New York Municipal Value Fund, Inc. 2. Election of Directors: NOMINEES: Lawrence H. Brown, Peter R. Sawers, Timothy R. Schwertfeger. 3. Ratification of the selection of Ernst & Young LLP as independent auditors. 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. - -------------------------------------------------------------------------------- You are encouraged to specify your choices by marking the appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes, your Proxy will be voted in accordance with the Board of Directors' recommendations. Please sign date and return this Proxy card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- SEE REVERSE SIDE NYI895 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND PROPOSALS: Please mark your votes as in this example [X] - -------------------------------------------------------------------------------- 1. APPROVAL OF AN AGREEMENT AND PLAN OF FOR AGAINST ABSTAIN REORGANIZATION AND LIQUIDATION [_] [_] [_] BETWEEN THE FUND AND NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. 2. ELECTION OF [_] FOR [_] WITHHOLD [_] WITHHOLD DIRECTORS: all authority authority to vote (SEE REVERSE nominees to vote for for nominees FOR NOMINEES) all 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. 3. Ratification of the selection of Ernst & Young LLP as independent auditors. [_] [_] [_] 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. - -------------------------------------------------------------------------------- The shares to which this Proxy relates will be voted as specified. If no specification is made, such shares will be voted for the election of Directors and for the proposals set forth on this Proxy. ------------------------------ _______ Please be sure to sign and | date this Proxy | - ----------------------------------------------- - -Shareholder sign here __________________ Date _________ - -Co-owner sign here __________________ Date _________ NOTE: Please sign exactly as your name appears on this Proxy. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign. ------------------------------ [_] BK NYI895 NYI895