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 Section 240.14a-11(c) or Section 240.14a-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 Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
NOVEMBER 16, 1995
September 29, 1995
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of
Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New York
Investment Quality Municipal Fund, Inc., Nuveen New York Select Quality
Municipal Fund, Inc., Nuveen New York Quality Income 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 16, 1995, 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 or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending September 30, 1996.
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
18, 1995 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
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
JOINT PROXY STATEMENT
September 29, 1995
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"), Nuveen New York Investment Quality Municipal
Fund, Inc. ("Investment Quality"), Nuveen New York Select Quality Municipal
Fund, Inc. ("Select Quality"), Nuveen New York Quality Income Municipal Fund,
Inc. ("Quality Income") 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 16, 1995 (for each Fund, an "Annual Meeting" and,
collectively, the "Annual Meetings"), and at any and all adjournments thereof.
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 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 $12,500. EACH FUND WILL
FURNISH, WITHOUT CHARGE, A COPY OF ITS SEPTEMBER 30, 1994 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, 1995 IS EXPECTED TO BE AVAILABLE ON OR BEFORE NOVEMBER 29, 1995.
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
1
("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:
COMMON
MATTER STOCK MUNIPREFERRED
- -----------------------------------------------------------------------------------
Election of directors by all Shareholders
(Ms. Impellizzeri and Messrs. Franke,
Brown and Sawers nominated) X X
- -----------------------------------------------------------------------------------
Election of directors by MuniPreferred
only (Mrs. Rosenheim and Mr.
Schwertfeger nominated) X
- -----------------------------------------------------------------------------------
Ratify Selection of Auditors X X
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 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 inspectors of election appointed for that
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 each Fund, abstentions and broker non-votes will be
treated as shares voted against the election of directors and against
ratification of the
2
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 18, 1995, there were issued and outstanding: 14,381,272
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; 17,076,754 shares of Common Stock and 2,400 shares of each
series of MuniPreferred, Series T and F of Investment Quality; 22,347,118
shares of Common Stock and 2,400 shares of MuniPreferred, Series W and 3,600
shares of MuniPreferred, Series TH of Select Quality; 23,388,229 shares of
Common Stock and 2,200 shares of each series of MuniPreferred, Series M and W
and 2,400 shares of MuniPreferred, Series TH of Quality Income; 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 18, 1995 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 29, 1995.
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.
3
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 (excluding money market funds) that each nominee
beneficially owned as of September 1, 1995. All of the nominees were last
elected to each Board at the 1994 annual meeting of shareholders.
The Board of Directors mourns the recent passing of John E. O'Toole, a
director since each Fund's organization. There is currently a vacancy on the
Board of each Fund. The Funds' nominating committees are considering candidates
for the vacancy.
TABLE I
NOMINEES FOR EACH FUND TO BE ELECTED
BY ALL SHAREHOLDERS
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 1, 1995
NAME, AGE AND PRINCIPAL -------------------
OCCUPATIONS OF NOMINEES AS OF YEAR FIRST ELECTED THE ALL NUVEEN
SEPTEMBER 1, 1995(1) OR APPOINTED A DIRECTOR FUNDS(2) FUNDS(3)
----------------------------- ----------------------- -------- ----------
*Richard J. Franke(64) 1989--Performance Plus 0 20,719
Chairman of the Board and 1990--Investment Quality
Director of the Funds, The 1991--Quality Income,
John Nuveen Company (since Select Quality
March 1992), John Nuveen & 1992--Insured Premium
Co. Incorporated, Nuveen
Advisory Corp. and Nuveen
Institutional Advisory
Corp. (since April 1990);
Certified Financial
Planner.
Lawrence H. Brown(61) 1993--All Funds 0 3,487
Director of the Funds;
retired in August 1989 as
Senior Vice President of
The Northern Trust Company.
Anne E. Impellizzeri(62) 1994--All Funds 1,000 2,000
Director of the Funds;
President and Chief
Executive Officer of
Blanton-Peale, Institutes
of Religion and Health
(since December 1990);
prior thereto, Vice
President of New York City
Partnership (from 1988 to
1990) and Vice President of
Metropolitan Life Insurance
Company (from 1980 to
1988).
Peter R. Sawers(62) 1991--Performance Plus, 0 7,972
Director of the Funds; Investment Quality,
Adjunct Professor of Quality Income,
Business and Economics, Select Quality
University of Dubuque, Iowa 1992--Insured Premium
(since January 1991);
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.
4
TABLE II
NOMINEES FOR EACH FUND TO BE ELECTED
BY HOLDERS OF MUNIPREFERRED
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 1, 1995
NAME, AGE AND PRINCIPAL -------------------
OCCUPATIONS OF NOMINEES AS OF YEAR FIRST ELECTED THE ALL NUVEEN
SEPTEMBER 1, 1995(1) OR APPOINTED A BOARD MEMBER FUNDS(2) FUNDS(3)
----------------------------- --------------------------- -------- ----------
Margaret K. Rosenheim(69) 1989--Performance Plus 0 5,115
Director of the Funds; 1990--Investment Quality
Helen Ross Professor of 1991--Quality Income,
Social Welfare Policy, Select Quality
School of Social Service 1992--Insured Premium
Administration, University
of Chicago.
*Timothy R. Schwertfeger(46) 1994--All Funds 0 90,622
President and Director of
the Funds (since July
1994); Executive Vice
President and Director of
The John Nuveen Company
(since March 1992) and John
Nuveen & Co. Incorporated;
Director of Nuveen Advisory
Corp. (since October 1992)
and Nuveen Institutional
Advisory Corp. (since
October 1992).
- -----------
(*) "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 55 Nuveen closed-end funds.
(2) The shares shown in this column include 1,000 full shares of Common
Stock of Quality Income beneficially owned on September 1, 1995 by Anne E.
Impellizzeri. Ms. Impellizzeri has sole voting and investment power with
respect to these shares.
(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).
EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR.
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
5
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, 1994 and the total compensation that Nuveen funds accrued
for each director during the calendar year 1994, 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.
TOTAL
NAME OF DIRECTOR AGGREGATE COMPENSATION FROM THE FUNDS COMPENSATION
- ---------------- ---------------------------------------------- NUVEEN FUNDS
PERFORMANCE INVESTMENT SELECT QUALITY INSURED ACCRUED FOR
PLUS QUALITY QUALITY INCOME PREMIUM DIRECTORS(2)
----------- ---------- ------- ------- ------- ------------
Lawrence H. Brown $266 468 565 586 202 56,500
Anne E. Impellizzeri(1) $ 92 165 199 206 69 48,750
Margaret K. Rosenheim $386 690 885 866 292 64,404(3)
Peter R. Sawers $366 640 770 798 281 56,000
- -----------
(1) Anne E. Impellizzeri was appointed a director in April 1994.
(2) Includes compensation for service on the boards of 21 Nuveen open-end
funds and 55 Nuveen closed-end funds. Also includes amounts for Nuveen funds
that existed for part of the year, estimated as if the funds had existed for
the entire year.
(3) Includes $1,404 in interest accrued on deferred compensation from prior
years.
Richard J. Franke, 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 Select Quality held fourteen meetings
during the fiscal year ended September 30, 1994. The respective executive
committees of Performance Plus, Investment Quality, Quality Income and Insured
Premium held thirteen meetings during the fiscal year ended September 30, 1994.
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
respective audit committees of the Funds held two meetings during the fiscal
year ended September 30, 1994.
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
6
nominated for election as non-interested directors. The respective nominating
committees of the Funds held no meetings during the fiscal year ended September
30, 1994. No policy or procedure has been established as to the recommendation
of director nominees by shareholders.
Each Fund's Board of Directors held six meetings during the fiscal year ended
September 30, 1994. 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), except that Mr. Franke was unable to attend certain executive
committee meetings held solely to declare dividends. His attendance at
executive committee meetings that he was scheduled to attend was less than 75%.
Each Fund has the same executive officers. The following table sets forth
information as of September 15, 1995 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 regularly scheduled meeting of the
Board of each Fund following the annual meetings of shareholders.
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
Kathleen M. Flanagan 48 Vice President Vice President of John Nuveen &
(since 1994) Co. Incorporated.
J. Thomas Futrell 40 Vice President Vice President of Nuveen Advisory
(since 1991) Corp. (since February 1991);
prior thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from August 1988 to
February 1991); Chartered
Financial Analyst.
Steven J. Krupa 38 Vice President Vice President of Nuveen Advisory
(since 1990) Corp. (since October 1990);
prior thereto, Vice President
of John Nuveen & Co.
Incorporated (from January 1989
to October 1990).
Anna R. Kucinskis 49 Vice President Vice President of John Nuveen &
(since 1991) Co. Incorporated.
Larry W. Martin 44 Vice President Vice President (since September
(since 1993) & 1993), Assistant Secretary and
Assistant Secre- Assistant General Counsel of
tary (since 1989) 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).
O. Walter Renfftlen 56 Vice President Vice President and Controller of
& Controller The John Nuveen Company (since
(since 1989) March 1992), John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.
7
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
Thomas C. Spalding, Jr. 44 Vice President Vice President of Nuveen
(since 1989) Advisory Corp. (since
February 1982) and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.
H. William Stabenow 61 Vice President Vice President and Treasurer of
& Treasurer The John Nuveen Company
(since 1989) (since March 1992), John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp. (since January 1992).
George P. Thermos 63 Vice President Vice President of John Nuveen &
(since 1989) Co. Incorporated.
James J. Wesolowski 45 Vice President Vice President, General Counsel
& Secretary and Secretary of The John
(since 1989) Nuveen Company (since March
1992), John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. and Nuveen
Institutional Advisory Corp.
Gifford R. Zimmerman 39 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary
Assistant Secre- and Assistant General Counsel
tary (since 1989) 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.
On September 1, 1995, directors and executive officers of the Funds as a
group beneficially owned 204,624 common shares of all funds managed by the
Adviser (excluding money market funds) and as a group beneficially owned 1,000
shares of Common Stock of Quality Income, but did not beneficially own any
shares of Common Stock of any other Fund or any shares of MuniPreferred of any
Fund. As of September 1, 1995, 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.
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, 1994, 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.
8
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, 1996. 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 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.
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 75%
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 1996, a shareholder proposal must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than June 1, 1996.
9
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
NNP1195
10
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 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 stock of the
undersigned at the Annual Meeting of Shareholders of Nuveen New York
Performance Plus Municipal Fund, Inc. to be held on November 16, 1995, or any
adjournment or adjournments thereof:
1. Election of Directors:
NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri,
Peter R. Sawers.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending September 30, 1996.
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 NNP1195
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:(SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote 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.
- --------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
- --------------------------------------------------------------------------------
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 NNP1195 NNP1195
PROXY BALLOT
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
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 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 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 16, 1995, or any adjournment or
adjournments thereof:
1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Richard J. Franke, 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, 1996.
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 NNP1195P
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:(SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote 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.
- --------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
- --------------------------------------------------------------------------------
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 NNP1195 NNP1195P