NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND INC, DEF 14A, 1997-10-27

NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND INC
DEF 14A, 1997-10-27

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

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

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
- --------------------------------------------------------------------------------
(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:

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<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETINGS 333 West Wacker Drive
OF SHAREHOLDERS -- Chicago, Illinois
DECEMBER 10, 1997 60606
800-257-8787
</TABLE>

NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.

October 27, 1997

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Florida Investment Quality Municipal Fund, Nuveen Florida Quality Income
Municipal Fund, Nuveen Insured Florida Premium Income Municipal Fund, Nuveen
Pennsylvania Investment Quality Municipal Fund and Nuveen Pennsylvania Premium
Income Municipal Fund 2, each a Massachusetts business trust, and Nuveen New
Jersey Investment Quality Municipal Fund, Inc. and Nuveen New Jersey 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 Wednesday, December 10, 1997, 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:

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

1. To elect six (6) Board Members to serve until the next Annual Meeting and
until their successors shall have been duly elected and qualified.

2. To ratify the selection of Ernst & Young LLP as independent auditors for
the fiscal year ending June 30, 1998.

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

To elect two (2) Board Members 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 October 13, 1997
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.

Gifford R. Zimmerman
Vice President and Assistant Secretary
<PAGE> 3

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
OCTOBER 27, 1997 Chicago, Illinois
60606
800-257-8787
</TABLE>

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees or Board of Directors, as the case may be, (each a "Board"
and each trustee or director a "Board Member") of each of Nuveen Florida
Investment Quality Municipal Fund ("Florida Investment"), Nuveen Florida Quality
Income Municipal Fund ("Florida Quality"), Nuveen Insured Florida Premium Income
Municipal Fund ("Insured Florida"), Nuveen Pennsylvania Investment Quality
Municipal Fund ("Pennsylvania Investment"), Nuveen Pennsylvania Premium Income
Municipal Fund 2 ("Pennsylvania Premium"), Nuveen New Jersey Investment Quality
Municipal Fund, Inc. ("New Jersey Investment") and Nuveen New Jersey Premium
Income Municipal Fund, Inc. ("New Jersey 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 December 10, 1997 (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 six Board nominees to be elected by
all shareholders and the two Board nominees to be elected by holders of
Municipal Auction Rate Cumulative Preferred Shares ("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 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. For convenience, the common shares or common stock, as the case may be, of
each Fund shall be referred to in this Joint Proxy Statement as Common Shares.

1
<PAGE> 4

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Matter Common Shares MuniPreferred
- -----------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Shareholders X X
(Robert Bremner, Lawrence Brown, Anthony Dean,
Anne Impellizzeri, Peter Sawers and Judith
Stockdale nominated)
- -----------------------------------------------------------------------------------
Election of Board Members by MuniPreferred X
only (William Schneider and Timothy
Schwertfeger nominated)
- -----------------------------------------------------------------------------------
Ratify Selection of Auditors X X
- -----------------------------------------------------------------------------------
</TABLE>

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred, 33 1/3% of the MuniPreferred
shares entitled to vote and represented in person or by proxy will constitute a
quorum. Votes cast by proxy or in person at each Annual Meeting will be
tabulated by the inspector of election appointed for that Annual Meeting. The
inspector of election will determine whether or not a quorum is present at the
Annual Meeting. The inspector of election will treat abstentions and "broker
non-votes" (i.e., shares held by brokers or nominees, typically in "street
name," as to which (i) instructions have not been received from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter) as present for purposes of
determining a quorum.

For purposes of determining the approval of the matters submitted for a vote of
the shareholders of each Fund other than New Jersey Investment and New Jersey
Premium, 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. For purposes of determining the
approval of the matters submitted for a vote of the shareholders of New Jersey
Investment and New Jersey Premium, abstentions and broker non-votes will have
the same effect as shares voted against the election of Board Members and
against ratification of the selection of independent auditors. The details of
each proposal to be voted on by the shareholders of each Fund and the vote
required for approval of each proposal are set forth under the description of
each proposal below.

As of October 13, 1997, there were issued and outstanding: 16,218,097 Common
Shares and 2,200 shares of each series of MuniPreferred, Series T and F of
Florida Investment; 14,061,331 Common Shares and 1,700 shares of each series of
MuniPreferred, Series M and TH and 800 shares of MuniPreferred, Series F of
Florida Quality; 14,290,929 Common Shares and 1,640 shares of MuniPreferred,
Series W and 2,800 shares of MuniPreferred, Series TH of Insured Florida;
15,796,310 Common Shares and 2,400 shares of MuniPreferred, Series W and 2,000
shares of MuniPreferred, Series TH of Pennsylvania Investment; 15,747,463 Common
Shares and 844 shares of MuniPreferred, Series M, 2,080 shares of MuniPreferred,
Series TH and 1,800 shares of MuniPreferred, Series F of Pennsylvania Premium;
19,621,888 Common Shares and 3,200 shares of MuniPreferred, Series M and 2,000
shares of MuniPreferred, Series TH of New Jersey Investment; and 11,873,216
Common Shares, and 624 shares of MuniPreferred, Series T, 1,440 shares of
MuniPreferred, Series W and 1,600 shares of MuniPreferred, Series TH of New
Jersey Premium. Those persons who were shareholders of record at the close of
business on October 13, 1997 will be entitled to one vote for each share held.

2
<PAGE> 5

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about October 27, 1997.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting, eight (8) 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, 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. The members of the Board and the nominees for election to the Board are
the same for each Fund. Table I below shows the nominated Board Members of each
Fund to be elected by holders of Common Shares and MuniPreferred, voting
together as a single class. Table II below shows the nominated Board Members of
each Fund to be elected by holders of MuniPreferred only. The affirmative vote
of a plurality of the shares present and entitled to vote at the Annual Meeting
of each Fund (except New Jersey Investment and New Jersey Premium) will be
required to elect the Board Members of that Fund. For New Jersey Investment and
New Jersey Premium, the affirmative vote of a majority of the shares present and
entitled to vote at each Fund's Annual Meeting will be required to elect the
Board Members 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
Board Member 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.

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 Board Member of each Fund and the number of Common Shares of the
Funds and of all Nuveen funds managed by Nuveen Advisory Corp. (excluding money
market funds) that each nominee beneficially owned as of September 15, 1997. All
of the nominees, except Ms. Stockdale and Messrs. Bremner and Schneider, were
last elected to the Board at the 1996 annual meeting of shareholders. Messrs.
Bremner and Schneider were appointed to each Fund's Board in May 1997 and will
be standing for election by each Fund's shareholders for the first time at the
Annual Meeting. Mr. Bremner was appointed to fill the vacancy that existed on
each Fund's Board and the appointment of Mr. Schneider was made in connection
with an expansion in the size of the Board. In addition, Ms. Stockdale will also
be standing for election by each Fund's shareholders for the first time at the
Annual Meeting. Ms. Stockdale was appointed in July 1997 to fill a vacancy which
occurred upon the retirement of Margaret K. Rosenheim from each Fund's Board on
July 30, 1997. Pursuant to the term limits set by the Board, Mrs. Rosenheim was
not eligible for reelection. The Board and management of the Nuveen Funds wish
to express their appreciation to Mrs. Rosenheim for her contributions to the
Nuveen Funds.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED IN TABLES I AND II.

3
<PAGE> 6

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

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 15, 1997
-------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS ALL
OF NOMINEES AS OF SEPTEMBER 15, YEAR FIRST ELECTED OR THE NUVEEN
1997(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner, 57 1997--All Funds 0 893(3)
Board Member of the Funds; private
investor and management consultant.
Lawrence H. Brown, 63 1993--All Funds 0 3,958
Board Member of the Funds; retired
in August 1989 as Senior Vice
President of The Northern Trust
Company.
*Anthony T. Dean, 52 1996--All Funds 0 15,513(4)
Board Member and President of the
Funds (since July 1996); Chairman
(since July 1996) and Trustee
(since July 1994) of the Nuveen
Select Tax-Free Portfolios advised
by Nuveen Institutional Advisory
Corp.; President (since July 1996)
and Director of The John Nuveen
Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; Director and President
(since January 1997) of Nuveen
Asset Management Inc.; Director
(since September 1997) of
Rittenhouse Financial Services Inc.
Anne E. Impellizzeri, 64 1994--All Funds 0 2,000
Board Member of the Funds;
President and Chief Executive
Officer of Blanton-Peale Institute.
Peter R. Sawers, 64 1991-- Florida Investment 0 9,241
Board Member of the Funds; Adjunct Florida Quality
Professor of Business and Pennsylvania Investment New
Economics, University of Dubuque, Jersey Investment
Iowa; Adjunct Professor, Lake 1992-- Insured Florida New
Forest Graduate School of Jersey Premium
Management, Lake Forest, Illinois; 1993-- Pennsylvania Premium
prior thereto, Executive Director,
Towers Perrin Australia (management
consultant); Chartered Financial
Analyst; Certified Management
Consultant.
Judith M. Stockdale, 49 1997--All Funds 0 0
Board Member of the Funds;
Executive Director (since 1994) of
the Gaylord and Dorothy Donnelley
Foundation; prior thereto,
Executive Director (from 1990 to
1994) of the Great Lakes Protection
Fund.
- --------------------------------------------------------------------------------------
</TABLE>

4
<PAGE> 7

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

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 15, 1997
--------------------
ALL
NAME, AGE AND PRINCIPAL OCCUPATIONS YEAR FIRST ELECTED OR THE NUVEEN
OF NOMINEES AS OF SEPTEMBER 15, 1997(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William J. Schneider, 52 1997--All Funds 0 16,186(5)
Board Member of the Funds; Senior
partner, Miller-Valentine Partners;
Vice President, Miller-Valentine
Realty, Inc.
*Timothy R. Schwertfeger, 48 1994--All Funds 0 157,788(6)
Board Member of the Funds (since July
1994) and Chairman (since July 1996);
Trustee and President (since July 1996)
of the Nuveen Select Tax-Free
Portfolios advised by Nuveen
Institutional Advisory Corp.; Chairman
(since July 1996) and Director of The
John Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp;
Chairman and Director (since January
1997) of Nuveen Asset Management Inc.
- -------------------------------------------------------------------------------------------
</TABLE>

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

(1) The Board Members are directors or trustees, as the case may be, of 42
Nuveen open-end funds and 52 Nuveen closed-end funds managed by Nuveen Advisory
Corp. ("NAC Funds"). In addition, Messrs. Dean and Schwertfeger are also board
members of eight funds managed by Nuveen Institutional Advisory Corp.

(2) The number shown reflects the aggregate number of common shares beneficially
owned by the nominee in all of the NAC Funds (excluding money market funds).

(3) Represents shares which are owned by Mr. Bremner's spouse. Mr. Bremner
disclaims beneficial ownership of these shares.

(4) Includes shares held in the name of Mr. Dean's spouse.

(5) Includes shares held jointly with, or in the name of, Mr. Schneider's
spouse.

(6) Includes shares held jointly with, or in the name of, Mr. Schwertfeger's
spouse.

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
$32,500 annual retainer for serving as a director or trustee, as the case may
be, of all closed-end 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

5
<PAGE> 8

are allocated among the funds managed by the Adviser on the basis of relative
net asset sizes. Each Fund has adopted a Directors' Deferred Compensation Plan
pursuant to which a Board Member of that Fund may elect to have all or a portion
of the Board Member's fee deferred. Board Members 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 Board Member wishes to begin
deferral. In addition, the Board Members who are not affiliated with Nuveen or
the Adviser receive a $27,500 annual retainer for services as a director or
trustee, as the case may be, of all open-end funds sponsored by Nuveen and
managed by the Adviser and similar per day meeting and other expenses.

The table below shows for each Board Member who is not affiliated with Nuveen or
the Adviser the aggregate compensation paid by each Fund for its fiscal year
ended June 30, 1997 and the total compensation that Nuveen funds accrued for
each Board Member during the calendar year 1996.

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
AGGREGATE COMPENSATION FROM THE FUNDS BOARD MEMBERS(1)
---------------------------------------------------------------------------------------------------------
NAME OF FLORIDA FLORIDA INSURED PENNSYLVANIA PENNSYLVANIA NEW JERSEY NEW JERSEY
BOARD MEMBER INVESTMENT QUALITY FLORIDA INVESTMENT PREMIUM INVESTMENT PREMIUM
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner 0 0 0 0 0 0 0 0(2)
Lawrence H. Brown 642 597 589 641 614 726 523 59,000
Anne E. Impellizzeri 642 597 589 641 614 726 523 59,000
Peter R. Sawers 642 597 589 641 614 726 523 59,000
William J. Schneider 0 0 0 0 0 0 0 0(2)
Judith M. Stockdale 0 0 0 0 0 0 0 0(2)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes compensation for service on the boards of the NAC Funds.
(2) Messrs. Bremner and Schneider were appointed to the Board of the Funds in
May 1997 and were elected to the Boards of other NAC Funds in January 1997. Ms.
Stockdale was appointed to the Board of the NAC Funds, including the Funds, in
July 1997.

Anthony T. Dean, Peter R. Sawers and Timothy R. Schwertfeger serve as members of
the executive committee of the Board of each Fund. The executive committee of
each Fund, which meets between regular meetings of the Board, is authorized to
exercise all of the powers of the Board. The executive committee of each Fund,
except Pennsylvania Investment, held twelve meetings during the fiscal year
ended June 30, 1997. The executive committee of Pennsylvania Investment held
thirteen meetings during the fiscal year ended June 30, 1997.

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." 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 the fiscal year
ended June 30, 1997.

6
<PAGE> 9

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 Board Members. The nominating committee of each
Fund held eight meetings during the fiscal year ended June 30, 1997. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

Each Fund's Board held six meetings during the fiscal year ended June 30, 1997.
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), except
that Mr. Schwertfeger was unable to attend several executive committee meetings
held solely to declare dividends.

Each Fund has the same executive officers. The following table sets forth
information as of September 15, 1997 with respect to each executive officer of
the Funds, other than executive officers who are Board Members and reflected
above. Officers of the Funds receive no compensation from the Funds. The term of
office of all officers will expire at the first meeting of the Board of each
Fund following the Annual Meeting of Shareholders, which Board meeting is
presently scheduled to be held on January 21, 1998.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS POSITIONS AND OFFICES WITH FUNDS
- -----------------------------------------------------------------------------------
<S> <C>
William M. Fitzgerald, 33 Vice President (since 1996)
Vice President of Nuveen Advisory Corp. (since
December 1995); prior thereto, Assistant Vice
President (from September 1992 to December 1995)
and Assistant Portfolio Manager (from June 1988
to September 1992) of Nuveen Advisory Corp.;
Chartered Financial Analyst.
Kathleen M. Flanagan, 50 Vice President (since 1994)
Vice President of John Nuveen & Co. Incorporated;
Vice President (since June 1996) of Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.
J. Thomas Futrell, 42 Vice President (since 1991)
Vice President of Nuveen Advisory Corp.;
Chartered Financial Analyst.
Steven J. Krupa, 40 Vice President (since 1991)
Vice President of Nuveen Advisory Corp.
Anna R. Kucinskis, 51 Vice President (since 1991)
Vice President of John Nuveen & Co. Incorporated.
Larry W. Martin, 46 Vice President (since 1993) &
Vice President, Assistant Secretary and Assistant Assistant Secretary (since 1991)
General Counsel of John Nuveen & Co.
Incorporated; Vice President (since May 1993) and
Assistant Secretary of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.; Assistant
Secretary (since February 1993) of The John
Nuveen Company.
</TABLE>

7
<PAGE> 10
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS POSITIONS AND OFFICES WITH FUNDS
- -----------------------------------------------------------------------------------
<S> <C>
Edward F. Neild, IV, 32 Vice President (since 1996)
Vice President of Nuveen 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);
previously, Portfolio Manager of Nuveen Advisory
Corp. (January 1992); Chartered Financial
Analyst.
O. Walter Renfftlen, 58 Vice President & Controller
Vice President and Controller of The John Nuveen (since 1991)
Company, John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.
Thomas C. Spalding, Jr., 46 Vice President (since 1991)
Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.; Chartered
Financial Analyst.
H. William Stabenow, 63 Vice President & Treasurer
Vice President and Treasurer of The John Nuveen (since 1991)
Company, John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.
Gifford R. Zimmerman, 41 Vice President (since 1993) &
Vice President (since September 1992), Assistant Assistant Secretary (since 1991)
Secretary and Associate General Counsel of John
Nuveen & Co. Incorporated; Vice President (since
May 1993) and Assistant Secretary of Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.
- -----------------------------------------------------------------------------------
</TABLE>

On September 15, 1997, Board Members and executive officers of the Funds as a
group beneficially owned 301,562 Common Shares of all Funds managed by the
Adviser (excluding money market funds) and as a group did not beneficially own
any Common Shares or shares of MuniPreferred of any Fund. As of October 13,
1997, no person was known to the Funds to own beneficially more than five
percent of the Common Shares or any series of MuniPreferred 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 of that Fund for the fiscal
year ending June 30, 1998. 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.

8
<PAGE> 11

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. The Funds have engaged Tritech Services to assist in the
solicitation of proxies at a total estimated cost of $20,000.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

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

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 1998, a shareholder proposal must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than June 30, 1998.

SECTION 16 REPORTING COMPLIANCE

Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, 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 June 30, 1997, all Section 16(a)
filing requirements applicable to that Fund's officers and Board Members,
investment adviser and affiliated persons of the investment adviser were
complied with.

9
<PAGE> 12

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of each Fund following such
Fund's fiscal year end. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
JUNE 30, 1997 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.

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.

Gifford R. Zimmerman
Vice President and Assistant Secretary

10
<PAGE> 13

NQF1297
<PAGE> 14
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND PROXY BALLOT
COMMON SHARES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 10, 1997

The undersigned hereby appoints Anthony T. Dean, Timothy R. Schwertfeger and
Gifford R. Zimmerman, 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 Florida Quality
Income Municipal Fund to be held on December 10, 1997, or any adjournment or
adjournments thereof and in accordance with their best judgment, on any other
business that may properly come before the meeting:

1. Election of Trustees:
NOMINEES: Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean,
Anne E. Impellizzeri, Peter R. Sawers and Judith M. Stockdale.

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending June 30, 1998.

- -------------------------------------------------------------------------------
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 Trustees' recommendations. Please sign, date and
return this Proxy card promptly using the enclosed envelope.
- -------------------------------------------------------------------------------

SEE REVERSE SIDE

NUF1297

<PAGE> 15

The Board of Trustees recommends a vote FOR all nominees and the proposal: Please mark your votes as in this example. /X/
- ------------------------------------------------------------------------------------------------------------------------------------
1. Election of Trustees: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(See reverse for nominees) all nominees to vote for all nominees for nominees indicated below:
-----------------------------
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box on the right above AND write each
nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. Ratification of the selection of Ernst & Young LLP as independent auditors for the fiscal / / / / / /
year ending June 30, 1998.

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

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 Trustees and for the proposal set forth on this Proxy, and in the discretion of the proxies in accordance with their
best judgment on any other business that may properly come before the meeting.

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 NQF1297 NUF1297

</TABLE>

<PAGE> 16
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND PROXY BALLOT
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES, SERIES M, TH, AND F
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 10, 1997

The undersigned hereby appoints Anthony T. Dean, Timothy R. Schwertfeger and
Gifford R. Zimmerman, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the Municipal Auction Rate
Cumulative Preferred Shares, Series M, TH and F, of the undersigned at the
Annual Meeting of Shareholders of Nuveen Florida Quality Income Municipal Fund
to be held on December 10, 1997, or any adjournment or adjournments thereof and
in accordance with their best judgment, on any other business that may
properly come before the meeting:

1. Election of Trustees:
NOMINEES: -- BY ALL SHAREHOLDERS: Robert P. Bremner, Lawrence H. Brown,
Anthony T. Dean, Anne E. Impellizzeri, Peter R. Sawers and
Judith M. Stockdale.
NOMINEES: -- BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
ONLY: William J. Schneider and Timothy R. Schwertfeger.

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending June 30, 1998.

3. Approval of amendments to the terms of the Fund's Municipal Auction Rate
Cumulative Preferred Shares.

SEE REVERSE SIDE

NUF1297-P

<PAGE> 17

The Board of Trustees recommends a vote FOR all nominees and the proposal: Please mark your votes as in this example. /X/

- -----------------------------------------------------------------------------------------------------------------------------------
1. Election of Trustees: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(See reverse for nominees) all nominees to vote for all nominees for nominees indicated below:
-----------------------------
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box on the right above AND write each
nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. Ratification of the selection of Ernst & Young LLP as independent auditors for the fiscal / / / / / /
year ending June 30, 1998.
- -----------------------------------------------------------------------------------------------------------------------------------

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 NQF1297 NUF1297-P
</TABLE>