SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No Fee Required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing party:

(4) Date filed:

NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
NOVEMBER 17, 1999 60606
800-257-8787

NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
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.
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND

October 15, 1999

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium Income
Municipal Fund, Nuveen Maryland Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Missouri Premium Income
Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund and Nuveen
Virginia Premium Income Municipal Fund each a Massachusetts business trust, and
each of Nuveen New York Municipal Value Fund, Inc. ("New York Value"), 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 (each
fund 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 Wednesday, November 17, 1999, at 10:00 a.m.,
Chicago time, for the following purposes and to transact such other business, if
any, as may properly come before the meeting:

1. To elect Members to the Board of each Fund as outlined below:

a. For each Fund except New York Value, 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 ("MuniPreferred"), voting
together as a single class, and;

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

b. For New York Value, to elect one (1) Board Member for a three year term
and until a successor shall have been duly elected and qualified.

2. To ratify the selection of Ernst & Young LLP as independent auditors for the
current fiscal year.
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3. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record of each Fund at the close of business on September 22,
1999 are entitled to notice of and to vote at that Fund's Annual Meeting.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID
DELAY AND ADDITIONAL EXPENSE FOR 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
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JOINT PROXY STATEMENT 333 West Wacker Drive
OCTOBER 15, 1999 Chicago, Illinois
60606
800-257-8787

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each director or trustee a "Board Member") of each of Nuveen Connecticut
Premium Income Municipal Fund ("Connecticut Premium"), Nuveen Georgia Premium
Income Municipal Fund ("Georgia Premium"), Nuveen Maryland Premium Income
Municipal Fund ("Maryland Premium"), Nuveen Massachusetts Premium Income
Municipal Fund ("Massachusetts Premium"), Nuveen Missouri Premium Income
Municipal Fund ("Missouri Premium"), Nuveen North Carolina Premium Income
Municipal Fund ("North Carolina Premium"), Nuveen Virginia Premium Income
Municipal Fund ("Virginia Premium"), Nuveen New York Municipal Value Fund, Inc.
("New York Value"), Nuveen New York Performance Plus Municipal Fund, Inc. ("New
York Performance"), Nuveen New York Investment Quality Municipal Fund, Inc.
("New York Investment"), Nuveen New York Select Quality Municipal Fund, Inc.
("New York Select"), Nuveen New York Quality Income Municipal Fund, Inc. ("New
York Quality"), and Nuveen Insured New York Premium Income Municipal Fund, Inc.
("Insured New York") (the aforementioned New York Funds will be referred to
collectively as the "New York Funds") (each Fund 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 17, 1999 (for each Fund, an
Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all
adjournments thereof.

On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees as listed in this Joint
Proxy Statement, and FOR ratification of the selection of Ernst & Young LLP as
independent auditors. Shareholders of any Fund who

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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 the Annual Meeting and voting in person.

The Board of each Fund has determined that the use of this Joint Proxy Statement
for the Fund's Annual Meeting is in the best interest of the 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:

- -----------------------------------------------------------------------------------
MATTER COMMON SHARES MuniPreferred(1)
- -----------------------------------------------------------------------------------

Election of Board Members by all shareholders X X
(except New York Value) (Robert P. Bremner,
Lawrence H. Brown, Anne E. Impellizzeri, Peter
R. Sawers and Judith M. Stockdale nominated)
- -----------------------------------------------------------------------------------
Election of Board Members by MuniPreferred N/A X
only (except New York Value) (William J.
Schneider and Timothy R. Schwertfeger
nominated)
- -----------------------------------------------------------------------------------
Election of Board Member for New York Value by X N/A
all Shareholders (Anne E. Impellizzeri
nominated)
- -----------------------------------------------------------------------------------
Ratification of the Selection of Auditors X X (N/A New
York Value)
- -----------------------------------------------------------------------------------

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

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 Board Member
nominees to be elected by holders of MuniPreferred of each Fund (except New York
Value), 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 the New York Funds, abstentions and broker non-votes will be
treated as shares voted against the election of Board Members and against
ratification of the selection of independent auditors. For purposes of
determining the approval of the matters submitted for a vote of the shareholders
of each Fund other than the New York Funds, abstentions and broker non-votes
will have no effect on the election of Board Members and will have the same
effect as shares voted against ratification of the selection of independent
auditors. The

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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.

Those persons who were shareholders of record at the close of business on
September 22, 1999 will be entitled to one vote for each share held. As of
September 22, 1999 shares of the Funds were issued and outstanding as follows:

- -------------------------------------------------------------------------------------
FUND COMMON SHARES MuniPreferred
- -------------------------------------------------------------------------------------

Connecticut Premium 5,213,787 1,532 Series TH
- -------------------------------------------------------------------------------------
Georgia Premium 3,743,490 1,112 Series TH
- -------------------------------------------------------------------------------------
Maryland Premium 10,451,380 1,404 Series W
1,760 Series TH
- -------------------------------------------------------------------------------------
Massachusetts Premium 4,644,633 1,360 Series TH
- -------------------------------------------------------------------------------------
Missouri Premium 2,159,364 640 Series TH
- -------------------------------------------------------------------------------------
New York Value 15,120,364 N/A
- -------------------------------------------------------------------------------------
New York Performance 14,934,432 1,600 Series M
800 Series T
2,000 Series W
572 Series F
- -------------------------------------------------------------------------------------
New York Investment 17,685,252 960 Series M
2,400 Series T
2,400 Series F
- -------------------------------------------------------------------------------------
New York Select 23,375,748 1,720 Series T
2,400 Series W
3,600 Series TH
- -------------------------------------------------------------------------------------
New York Quality 24,059,712 2,200 Series M
2,200 Series W
2,400 Series TH
1,080 Series F
- -------------------------------------------------------------------------------------
Insured New York 8,295,141 1,320 Series M
1,280 Series T
- -------------------------------------------------------------------------------------
North Carolina Premium 6,265,098 1,872 Series TH
- -------------------------------------------------------------------------------------
Virginia Premium 8,637,023 832 Series T
1,720 Series TH
- -------------------------------------------------------------------------------------

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about October 15, 1999.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except New York Value), seven (7) Board Members
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 (except New York Value), 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. Pursuant to the
organizational documents of New York Value, the Board is divided into three
classes, with

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each class being elected to serve a term of three years. This year one (1) Board
Member is to be elected at this meeting to serve on the Board of New York Value
for a three year term.

FOR CONNECTICUT PREMIUM, GEORGIA PREMIUM, MARYLAND PREMIUM, MASSACHUSETTS
PREMIUM, MISSOURI PREMIUM, NEW YORK PERFORMANCE, NEW YORK INVESTMENT, NEW YORK
SELECT, NEW YORK QUALITY, INSURED NEW YORK, NORTH CAROLINA PREMIUM AND VIRGINIA
PREMIUM. As indicated above, holders of MuniPreferred are entitled to elect two
of the Board Members. Messrs. Schneider and Schwertfeger are nominees for
election by holders of the MuniPreferred. The five remaining Board Members are
to be elected by holders of the Common Shares and the Preferred Shares, voting
together as a single class. Messrs. Bremner, Brown and Sawers and Mses.
Impellizzeri and Stockdale are nominees for election by all shareholders.

FOR NEW YORK VALUE. The Board of New York Value has designated Ms. Impellizzeri
as a Class II Board Member and as a nominee for Board Member for a term expiring
at the Annual Meeting of Shareholders in the year 2002, and until her successor
has been duly elected and qualified. The remaining Board Members, Messrs.
Bremner, Brown, Sawers, Schneider and Schwertfeger and Ms. Stockdale are current
and continuing Board Members. The term of Messrs. Bremner and Schneider and Ms.
Stockdale as Class III Board Members expires in 2000. The term of Messrs. Brown,
Sawers and Schwertfeger as Class I Board Members expires in 2001.

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 New York
Funds. For each other Fund, the affirmative vote of a plurality of the shares
present and entitled to vote at the Annual Meeting will be required to elect the
Board Members of those Funds.

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 each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination for election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.

The table below shows each nominee's birthdate, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a Board Member of each Fund and the number of Common Shares of the
Funds and of all Nuveen Funds which each nominee beneficially owned as of
September 30, 1999. All of the nominees were last elected to the Board at the
1998 annual meeting of shareholders except for New York Value which only elected
Class I Board Members. Currently there is a vacancy on each Board. No candidate
has been selected to fill this vacancy.

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

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

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BOARD NOMINEES

FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 1999
YEAR FIRST ELECTED ----------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF OR APPOINTED ALL NUVEEN
NOMINEES AS OF SEPTEMBER 30, 1999(1) A BOARD MEMBER THE FUNDS FUNDS(2)
- ------------------------------------------------------------------------------------------------

Robert P. Bremner, 8/22/40(3) 1997--All Funds 0 12,775
Board Member of the Funds; private investor
and management consultant.
Lawrence H. Brown, 7/29/34(4) 1993--All Funds 0 8,266
Board Member of the Funds; retired in
August 1989 as Senior Vice President of The
Northern Trust Company (banking and trust
industry).
Anne E. Impellizzeri, 1/26/33(5) 1994--All Funds 1,000 4,955
Board Member of the Funds; Executive (New
Director (since 1998) of Manitoga Center York
for Russel Wright's design/home and Select)
landscape), formerly President and Chief
Executive Officer of Blanton-Peale
Institute (a training and counseling
organization).
Peter R. Sawers, 4/3/33(4) 1991--New York Value 0 14,161
Board Member of the Funds; Adjunct New York Performance
Professor of Business and Economics, New York Investment
University of Dubuque, Iowa; Adjunct New York Select
Professor, Lake Forest Graduate School of New York Quality
Management, Lake Forest, Illinois; 1992--Insured New York
Chartered Financial Analyst; Certified 1993--Connecticut Premium
Management Consultant. Georgia Premium
Maryland Premium
Massachusetts Premium
Missouri Premium
North Carolina Premium
Virginia Premium
William J. Schneider, 9/24/44(3)(6) 1997--All Funds 0 41,274
Board Member of the Funds; Senior partner
and Chief Operating Officer,
Miller-Valentine Partners; Vice President,
Miller-Valentine Group (commercial real
estate); Member, Community Advisory Board,
National City Bank, Dayton, Ohio.

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*Timothy R. Schwertfeger, 3/28/49(4)(6) 1994--All Funds 0 231,579
Chairman of the Board (since July 1996) and
President (since July 1999) of the Funds;
Chairman (since May 1999), Trustee and
President (since July 1996) of the Funds
advised by Nuveen Institutional Advisory
Corp.; Chairman (since July 1996) and
Director, previously Executive Vice
President, of The John Nuveen Company, John
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.; Director (since 1996) of
Institutional Capital Corporation; Chairman
and Director (since January 1997) of Nuveen
Asset Management, Inc.; Chairman and
Director of Rittenhouse Financial Services,
Inc. (since 1999).
Judith M. Stockdale, 12/29/47(3) 1997--All Funds 0 706
Board Member of the Funds; Executive
Director (since 1994) of the Gaylord and
Dorothy Donnelley Foundation, a private
family foundation; prior thereto, Executive
Director (from 1990 to 1994) of the Great
Lakes Protection Fund.
- ------------------------------------------------------------------------------------------------

(*) "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) As of September 30, 1999, the Board Members and nominees were board members
of 37 Nuveen open-end funds and 54 closed-end funds managed by Nuveen Advisory
Corp. ("NAC Funds"). In addition, Mr. Schwertfeger is a board member of six
open-end and five closed-end funds managed by Nuveen Institutional Advisory
Corp. ("NIAC Funds").

(2) The number of shares shown reflects the aggregate number of common shares
beneficially owned in all of the NAC and NIAC funds referred to in note (1)
above (excluding money market funds). Includes share equivalents of certain
Nuveen funds in which the Board member is deemed to be invested pursuant to the
Funds' Deferred Compensation Plan as more fully described below. Includes for
Mr. Schwertfeger shares held in Nuveen's 401(k)/profit sharing plan. Certain
Shares may be held in the name of, or jointly with, a director's spouse or a
director may have disclaimed beneficial ownership of certain Shares.

(3) Messrs. Bremner and Schneider and Ms. Stockdale are continuing Class III
Board Members of New York Value whose term will expire in 2000.

(4) Messrs. Brown, Sawers and Schwertfeger are continuing Class I Board Members
of New York Value whose term will expire in 2001.

(5) Ms. Impellizzeri is a Class II Board Member of New York Value and has been
nominated for a term to expire in 2002.

(6) Messrs. Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except New York Value.

The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the
Funds. Board Members who are not affiliated with Nuveen or the Adviser 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

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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 or
the dividend 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. Under the 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. New York Performance, New
York Investment, New York Select and New York Quality are Participating Funds.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid during the calendar year 1998.

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

AGGREGATE COMPENSATION FROM THE FUNDS
-----------------------------------------------------------
CONNECTICUT GEORGIA MARYLAND MASSACHUSETTS MISSOURI
NAME OF BOARD MEMBER PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
- ----------------------------------------------------------------------------------------------

Robert P. Bremner $207 $163 $367 $191 $115
Lawrence H. Brown 221 173 396 204 120
Anne E. Impellizzeri 207 163 367 191 115
Peter R. Sawers 207 163 369 191 115
William J. Schneider 207 163 367 191 115
Judith M. Stockdale 207 163 367 191 115
- ----------------------------------------------------------------------------------------------

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

AGGREGATE COMPENSATION FROM THE FUNDS
------------------------------------------------------------------
NEW YORK NEW YORK NEW YORK NEW YORK NEW YORK
NAME OF BOARD MEMBER VALUE PERFORMANCE(1) INVESTMENT(1) SELECT(1) QUALITY(1)
- ------------------------------------------------------------------------------------------------

Robert P. Bremner $224 $832 $583 $764 $801
Lawrence H. Brown 243 907 636 834 874
Anne E. Impellizzeri 225 832 583 764 801
Peter R. Sawers 225 839 629 827 865
William J. Schneider 224 832 583 764 801
Judith M. Stockdale 224 832 583 764 801
- ------------------------------------------------------------------------------------------------

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

TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
AGGREGATE COMPENSATION FROM THE FUNDS BOARD-MEMBERS(2)
----------------------------------------------------------
NORTH
INSURED CAROLINA VIRGINIA
NAME OF BOARD MEMBER NEW YORK PREMIUM PREMIUM
- --------------------------------------------------------------------------------------------

Robert P. Bremner $280 $239 $315 $71,500
Lawrence H. Brown 306 256 339 79,100
Anne E. Impellizzeri 280 239 315 71,500
Peter R. Sawers 281 239 316 72,000
William J. Schneider 280 239 315 71,500
Judith M. Stockdale 280 239 315 72,000

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

(1) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, 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 New York funds that are Participating
Funds (including the return from the assumed investment in the eligible
Nuveen Funds) payable are:

DEFERRED FEES
------------------------------------------------
NEW YORK NEW YORK NEW YORK NEW YORK
NAME OF BOARD MEMBER PERFORMANCE INVESTMENT SELECT QUALITY
- ----------------------------------------------------------------------------

Mr. Bremner $ 36 $ 42 $ 55 $ 57
Ms. Impellizzeri 241 279 368 383
Mr. Sawers 243 326 431 446
Mr. Schneider 241 279 368 383
Ms. Stockdale 60 70 92 96

(2) Includes compensation for service on the boards of the NAC Funds for the
calendar year ended December 31, 1998.

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each 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 administrative or ministerial nature.
The executive committee of each Fund, other than New York Performance, New York
Investment, New York Select and New York Quality held one meeting during its
last fiscal year. The executive committee of the aforementioned New York Funds
each held two meetings during its last fiscal year.

Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend committee for each Fund. The dividend committee is authorized to
declare distributions on the Funds' shares including, but not limited to,
regular and special dividends, capital gains and ordinary income distributions.
The dividend committee of each Fund held thirteen meetings during its last
fiscal year.

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12

Each Fund's Board has an audit committee composed of Robert P. Bremner, Lawrence
H. Brown, Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider and Judith
M. Stockdale, Board Members who are not "interested persons" of the Fund. 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 of each Fund held two meetings
during its last fiscal year.

Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a nominating committee composed of the Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The nominating
committees of each Fund held one meeting during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

The Board of New York Value, and all other non-New York Funds, held five
meetings during its last fiscal year. All New York Funds, excluding New York
Value, held six meetings during its last fiscal year. During the last fiscal
year, each Board Member attended 75% or more of each Fund's Board meetings and
the committee meetings (if a member thereof).

The following table sets forth information as of September 30, 1999 with respect
to each executive officer of the Funds, other than Mr. Schwertfeger who is a
Board Member and included in the table relating to nominees for the Board.
Officers of the Funds receive no compensation from the Funds. The term of office
of all officers will expire in July 2000.

- ------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------

Alan G. Berkshire 12/28/60 Vice President and Vice President and General
Assistant Secretary Counsel (since September 1997)
(since 1998) and Secretary (since May 1998)
of The John Nuveen Company and
John Nuveen & Co. Incorporated;
Vice President (since September
1997, and Assistant Secretary
(since July 1999) of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.;
prior thereto, Partner in the
law firm of Kirkland & Ellis.

Peter H. D'Arrigo 11/28/67 Vice President and Vice President of John Nuveen &
Treasurer Co. Incorporated (since January
(since 1999) 1999), prior thereto, Assistant
Vice President (from January
1997); formerly Associate of
John Nuveen & Co. Incorporated;
Chartered Financial Analyst.

Michael S. Davern 6/26/57 Vice President Vice President of Nuveen
(since 1998) Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc. (from
September 1991 to January 1997).

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13

Lorna C. Ferguson 10/24/45 Vice President Vice President of John Nuveen &
(since 1998) Co. Incorporated; Vice President
of Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp. (since January 1998).

William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. (since December
1995); prior thereto, Assistant
Vice President of Nuveen
Advisory Corp. (from September
1992 to December 1995);
Chartered Financial Analyst.

Stephen D. Foy 5/31/54 Vice President and Vice President of John Nuveen &
Controller Co. Incorporated and (since May
(since 1998) 1998) The John Nuveen Company;
Certified Public Accountant.

J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen
(since 1991) Advisory Corp; Chartered
Financial Analyst.

Richard A. Huber 3/26/63 Vice President Vice President of Nuveen
(since 1998) Institutional Advisory Corp.
(since March 1998) and Nuveen
Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc.

Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen
(since 1990) Advisory Corp.

Larry W. Martin 7/27/51 Vice President Vice President, Assistant
(since 1993) and Secretary and Assistant General
Assistant Secretary Counsel of John Nuveen & Co.
(since 1988) Incorporated; Vice President and
Assistant 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.

Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. and Nuveen
Institutional Advisory Corp.
(since September 1996); prior
thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from December 1993 to
September 1996) and Nuveen
Institutional Advisory Corp.
(from May 1995 to September
1996); Chartered Financial
Analyst.

10
14

Stephen S. Peterson 9/20/57 Vice President Vice President (since September
(since 1997) 1997); Assistant Vice President
(from September 1996 to
September 1997) and, prior
thereto, Portfolio Manager, of
Nuveen Advisory Corp.; Chartered
Financial Analyst.

Stuart W. Rogers 5/1/56 Vice President Vice President of John Nuveen &
(since 1997) Co. Incorporated.

Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen
(since 1987) Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.

Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant
(since 1993) and Secretary and Associate General
Secretary (since Counsel, formerly Assistant
1998) General Counsel, of John Nuveen
& Co. Incorporated; Vice
President and Secretary (since
July 1999) of Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.; Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.
- ------------------------------------------------------------------------------------------

On September 30, 1999 Board Members and executive officers of the Funds as a
group beneficially owned 389,174 common shares of all funds managed by the
Adviser or Nuveen Institutional Advisory Corp. (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). Board Members and executive officers
of the Funds as a group beneficially owned 1,000 shares of Common Stock of New
York Select, but did not beneficially own any Common Shares of any other Fund or
any shares of MuniPreferred of any Fund. As of September 22, 1999, no
shareholder owned more than 5% of any class of shares of any Fund.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board 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 for each Fund for its
current fiscal year. 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 UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.

11
15

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 (the "1934 Act"), as
amended, require each 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 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 its last fiscal year all Section 16(a) filing
requirements applicable to that Fund's Board Members and officers, investment
adviser and affiliated persons of the investment adviser were complied with.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

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

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2000, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than June 12, 2000. 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 August 31, 2000. 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 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.

FISCAL YEAR

The last fiscal year for each Fund except for the New York Funds was May 31,
1999 and for the New York Funds was September 30, 1999.

ANNUAL REPORT DELIVERY

Annual reports for the Funds' fiscal year ended in 1998 were sent to
shareholders of record of each Fund following each Fund's fiscal year end. The
1999 annual report for each Fund

12
16

(except the New York Funds) was made available on or before July 31, 1999 and
for the New York Funds, is expected to be available on or before November 30,
1999. Each Fund will furnish, without charge, a copy of its annual report and/or
semi-annual report 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 any 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 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.

Gifford R. Zimmerman
Vice President and Secretary

13
17

NTC1199
18

[NUVEEN LOGO] NEW YORK PERFORMANCE PLUS MUNICIPAL FUND
JOHN NUVEEN & CO., INC. ANNUAL MEETING OF SHAREHOLDERS

333 WEST WACKER DRIVE COMMON STOCK
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 17, 1999

The annual meeting of shareholders will be held Wednesday,
November 17, 1999, at 10:00 a.m. Central Time, in the 31st
Floor Conference Room of John Nuveen & Co. Incorporated, 333
West Wacker Drive, 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, Alan G. Berkshire, 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 November 17, 1999, 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.

NEW YORK PERFORMANCE PLUS MUNICIPAL FUND
Common Stock
For Withhold For All To withhold authority to vote, mark "For All
Vote On Proposals 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

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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 LOGO] NY PERFORMANCE PLUS MUNI FD SERIES M
JOHN NUVEEN & CO., INC. ANNUAL MEETING OF SHAREHOLDERS

333 WEST WACKER DRIVE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 17, 1999

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

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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

[NUVEEN LOGO] NY PERFORMANCE PLUS MUNI FD SERIES T
JOHN NUVEEN & CO., INC. ANNUAL MEETING OF SHAREHOLDERS

333 WEST WACKER DRIVE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 17, 1999

The annual meeting of shareholders will be held Wednesday,
November 17, 1999, at 10:00 a.m. Central Time, in the 31st
Floor Conference Room of John Nuveen & Co. Incorporated, 333
West Wacker Drive, 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, Alan G. Berkshire, 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 November 17, 1999, or any
adjournment or adjournments thereof.

NY PERFORMANCE PLUS MUNI FD SERIES T
Preferred Stock
For Withhold For All To withhold authority to vote, mark "For All
Vote On Proposals All All Except Except" and write the nominee's number on
the line below.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) William J. Schneider
02) Timothy R. Schwertfeger
03) Robert P. Bremner ------------------------------------------
04) Lawrence H. Brown
05) Anne E. Impellizzeri
06) Peter R. Sawers
07) Judith M. Stockdale

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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

[NUVEEN LOGO] NY PERFORMANCE PLUS MUNI FD SERIES W
JOHN NUVEEN & CO., INC. ANNUAL MEETING OF SHAREHOLDERS

333 WEST WACKER DRIVE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 17, 1999

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

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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

[NUVEEN LOGO] NY PERFORMANCE PLUS MUNI FD SERIES F
JOHN NUVEEN & CO., INC. ANNUAL MEETING OF SHAREHOLDERS

333 WEST WACKER DRIVE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 17, 1999

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

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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