<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:
<PAGE> 2
<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS -- Chicago, Illinois
DECEMBER 9, 1998 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.
November 3, 1998
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 9, 1998, 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 eight (8) Members to the Board of each Fund as outlined below to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified:
i) six (6) 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.
2. To ratify the selection of Ernst & Young LLP as independent auditors for the
fiscal year ending June 30, 1999.
Shareholders of record of each Fund at the close of business on October 13, 1998
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 Secretary
<PAGE> 3
<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
NOVEMBER 3, 1998 Chicago, Illinois
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.
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 9, 1998 (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 the 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.
1
<PAGE> 4
The following table indicates which shareholders are solicited with respect to
each matter:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
MATTER COMMON SHARES MuniPreferred(1)
- -----------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Shareholders X X
(Robert P. Bremner, Lawrence H. Brown, Anthony
T. Dean, Anne E. Impellizzeri, Peter R. Sawers
and Judith M. Stockdale nominated)
- -----------------------------------------------------------------------------------
Election of Board Members by MuniPreferred N/A X
only (William J. Schneider and Timothy R.
Schwertfeger nominated)
- -----------------------------------------------------------------------------------
Ratify Selection of Auditors X X
- -----------------------------------------------------------------------------------
</TABLE>
(1) "MuniPreferred" means "Municipal Auction Rate Cumulated 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, 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 New Jersey Investment and New Jersey Premium, 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 other Fund, 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
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.
2
<PAGE> 5
Those persons who were shareholders of record at the close of business on
October 13, 1998 will be entitled to one vote for each share held. As of October
13, 1998, shares of the Funds were issued and outstanding as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
FUND COMMON SHARES MuniPreferred
- ------------------------------------------------------------------------------------
<S> <C> <C>
Florida Investment 16,291,510 2,200 Series T
2,200 Series F
- ------------------------------------------------------------------------------------
Florida Quality 14,414,859 1,700 Series M
1,700 Series TH
800 Series F
- ------------------------------------------------------------------------------------
Insured Florida 14,290,929 1,640 Series W
2,800 Series TH
- ------------------------------------------------------------------------------------
Pennsylvania Investment 15,923,101 2,400 Series W
2,000 Series TH
- ------------------------------------------------------------------------------------
Pennsylvania Premium 15,747,463 844 Series M
2,080 Series TH
1,800 Series F
- ------------------------------------------------------------------------------------
New Jersey Investment 19,780,876 3,200 Series M
2,000 Series TH
- ------------------------------------------------------------------------------------
New Jersey Premium 11,932,865 624 Series T
1,440 Series W
1,600 Series TH
- ------------------------------------------------------------------------------------
</TABLE>
This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about November 3, 1998.
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, holders of MuniPreferred, under normal circumstances, 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 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.
3
<PAGE> 6
The table below shows each nominee's age, principal occupations and other
business affiliations and the year in which each nominee was first elected or
appointed a Board Member of each Fund. All of the nominees were last elected to
the Board at the 1997 annual meeting of shareholders.
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.
BOARD NOMINEES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 1998
NAME, AGE, AND PRINCIPAL OCCUPATIONS ------------------
OF NOMINEES AS OF SEPTEMBER 30, YEAR FIRST ELECTED OR THE
1998(1) APPOINTED A BOARD MEMBER FUNDS
- -------------------------------------------------------------------------------------
<S> <C> <C>
Robert P. Bremner, 58 1997--All Funds 0
Board Member of the Funds; private
investor and management consultant.
Lawrence H. Brown, 64 1993--All Funds 0
Board Member of the Funds; retired
in August 1989 as Senior Vice
President of The Northern Trust
Company.
*Anthony T. Dean, 53 1996--All Funds 0
Board Member and President of the
Funds advised by Nuveen Advisory
Corp. (since July 1996); Chairman
(since July 1996) and Trustee (since
August 1994), formerly President
(from August 1994 to July 1996) of
the Funds advised by Nuveen
Institutional Advisory Corp.;
President (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.; President and Director (since
January 1997) of Nuveen Asset
Management Inc.; Chairman and
Director (since September 1997) of
Rittenhouse Financial Services Inc.
Anne E. Impellizzeri, 65 1994--All Funds 0
Board Member of the Funds; Executive
Director of Manitoga (Russell
Wright's design/home and landscape);
formerly President and Chief
Executive Officer of Blanton-Peale
Institute.
</TABLE>
4
<PAGE> 7
BOARD NOMINEES CONTINUED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 1998
NAME, AGE, AND PRINCIPAL OCCUPATIONS ------------------
OF NOMINEES AS OF SEPTEMBER 30, YEAR FIRST ELECTED OR THE
1998(1) APPOINTED A BOARD MEMBER FUNDS
- -------------------------------------------------------------------------------------
<S> <C> <C>
Peter R. Sawers, 65 1991-- Florida Investment 0
Board Member of the Funds; Adjunct Florida Quality
Professor of Business and Economics, Pennsylvania
University of Dubuque, Iowa; Adjunct Investment
Professor, Lake Forest Graduate New Jersey Investment
School of Management, Lake Forest, 1992-- Insured Florida
Illinois; Chartered Financial New Jersey Premium
Analyst; Certified Management 1993--Pennsylvania Premium
Consultant.
William J. Schneider, 54(2) 1997--All Funds 0
Board Member of the Funds; Senior
partner, Miller-Valentine Partners;
Vice President, Miller-Valentine
Realty, Inc.
*Timothy R. Schwertfeger, 49(2) 1994--All Funds 0
Board Member of the Funds (since
July 1994) and Chairman (since July
1996); formerly President (since
July 1994 to 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; Chairman and Director
(since January 1997) of Nuveen Asset
Management Inc.
Judith M. Stockdale, 50 1997--All Funds 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>
(*) "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, 1998, nominees for the Board of the Funds were board
members of 37 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 five open-end and five closed-end funds managed by
Nuveen Institutional Advisory Corp. ("NIAC Funds")
(2) Messrs. Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds.
Each of the Funds are state-specific funds which pay interest exempt from
regular federal, state, and in some instances, local income taxes to residents
of that state. The Funds would not ordinarily be appropriate investments for
persons who are not residents of those states. As none of the Board Members
reside in Florida, Pennsylvania or New Jersey, none of the
5
<PAGE> 8
Board Members hold shares of any of the Funds. The following Board Members own
shares of other NAC Funds and the NIAC Funds referred to in footnote (1) above
(excluding money market funds): R. Bremner 11,297 shares; L. Brown 6,965 shares;
A. Dean 19,348 shares; A. Impellizzeri 3,110 shares; P. Sawers 11,755 shares; W.
Schneider 22,447 shares; and T. Schwertfeger 219,864 shares. Certain of the
aforementioned shares beneficially owned by Messrs. Dean, Schwertfeger and
Schneider represent shares held jointly with, or in the name of their respective
spouses. In addition, Mr. Bremner disclaims ownership of the above shares, all
of which are held in his wife's name.
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 board member 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 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. Each Fund has adopted a 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 quarter by the execution of a Deferral Election Form
prior to the beginning of the calendar quarter during which the Board Member
wishes to begin deferral. In addition, the Board Members who are not affiliated
with Nuveen or the Advisor receive a $27,500 annual retainer for services as a
board member of all open-end funds sponsored by Nuveen and managed by the
Advisor 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, 1998 and the total compensation that Nuveen Funds accrued for
each Board Member during the calendar year 1997.
<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 $550 $516 $517 $548 $536 $620 $462 $58,780(2)
Lawrence H. Brown 590 552 553 588 574 668 492 76,000
Anne E. Impellizzeri 550 516 517 548 536 620 462 71,750
Peter R. Sawers 550 516 517 548 536 620 462 71,750
William J. Schneider 550 516 517 548 536 620 462 58,780(2)
Judith M. Stockdale 535 503 504 534 522 602 451 32,000(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.
6
<PAGE> 9
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 may meet between regular meetings of the Board, is authorized
to exercise all of the powers of the Board. Prior to the formation in July 1997
of the dividend committee described below, the Funds held two executive
committee meetings during the last fiscal year for the purpose of declaring
dividends. Mr. Schwertfeger was not in attendance at these meetings and
therefore did not attend 75% of all committee meetings of which he is a member.
Anthony T. Dean and Lawrence H. Brown are the 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 twelve meetings during its last fiscal year.
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 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
committee 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 each Fund 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), except as described
above.
Each Fund has the same executive officers. The following table sets forth
information as of September 30, 1998 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 in July 1999.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR THE PAST FIVE YEARS POSITIONS AND OFFICES WITH FUNDS
- ------------------------------------------------------------------------------------
<S> <C>
Alan G. Berkshire, 37 Vice President and Assistant
Vice President and General Counsel (since Secretary (since 1998)
September 1997) and Secretary (since May 1998)
of The John Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; prior thereto,
Partner in the law firm of Kirkland & Ellis.
Michael S. Davern, 41 Vice President (since 1998)
Vice President of Nuveen Advisory Corp. (since
January 1997); prior thereto, Vice President and
Portfolio Manager of Flagship Financial Inc.
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR THE PAST FIVE YEARS POSITIONS AND OFFICES WITH FUNDS
- ------------------------------------------------------------------------------------
<S> <C>
Lorna C. Ferguson, 52 Vice President (since 1998)
Vice President of John Nuveen & Co. Incorporated
and (since January 1998) of Nuveen Advisory
Corp. and Nuveen Institutional Advisory Corp.
William M. Fitzgerald, 34 Vice President (since 1996)
Vice President of Nuveen Advisory Corp. (since
December 1995); prior thereto, Assistant Vice
President (from September 1992 to December 1995)
of Nuveen Advisory Corp.; Chartered Financial
Analyst.
Stephen D. Foy, 44 Vice President and Controller
Vice President of John Nuveen & Co. Incorporated (since 1998)
and (since 1998) The John Nuveen Company.
J. Thomas Futrell, 43 Vice President (since 1991)
Vice President of Nuveen Advisory Corp;
Chartered Financial Analyst.
Richard A. Huber, 35 Vice President (since 1998)
Vice President of Nuveen Advisory Corp. (since
January 1997); prior thereto, Vice President and
Portfolio Manager of Flagship Financial Inc.
Steven J. Krupa, 41 Vice President (since 1991)
Vice President of Nuveen Advisory Corp.
Larry W. Martin, 47 Vice President (since 1993) and
Vice President, Assistant Secretary and Assistant Secretary (since 1991)
Assistant General Counsel of John Nuveen & Co.
Incorporated; Vice President and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary of The John Nuveen Company.
Edward F. Neild, IV, 33 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); Chartered Financial Analyst.
Stephen S. Peterson, 41 Vice President (since 1997)
Vice President (since September 1997) of Nuveen
Advisory Corp.; prior thereto, Assistant Vice
President (from September 1996 to September
1997) and Portfolio Manager (from 1991 to 1996)
of Nuveen Advisory Corp.; Chartered Financial
Analyst.
Stuart W. Rogers, 42 Vice President (since 1998)
Vice President of John Nuveen & Co.
Incorporated.
Thomas C. Spalding, Jr., 47 Vice President (since 1987)
Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.; Chartered
Financial Analyst.
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR THE PAST FIVE YEARS POSITIONS AND OFFICES WITH FUNDS
- ------------------------------------------------------------------------------------
<S> <C>
H. William Stabenow, 64 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.
William S. Swanson, 33 Vice President (since 1998)
Vice President of John Nuveen & Co. Incorporated
(since October 1997), prior thereto, Assistant
Vice President (from September 1996 to October
1997); formerly, Associate of John Nuveen & Co.
Incorporated; Chartered Financial Analyst.
Gifford R. Zimmerman, 42 Vice President (since 1993) and
Vice President, Assistant Secretary and Secretary (since 1998)
Associate General Counsel of John Nuveen & Co.
Incorporated; Vice President and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary of The John Nuveen Company (since May
1994).
- ------------------------------------------------------------------------------------
</TABLE>
On September 30, 1998, Board Members and executive officers of the Funds as a
group beneficially owned 373,062 Common Shares of all the NAC Funds and the NIAC
Funds (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, 1998, no
person was known to the Funds to have owned 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, 1999. Ernst & Young LLP has served each Fund in this
capacity since the 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
Meeting and will be available to respond to any appropriate questions raised at
the Annual Meeting 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.
SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
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
9
<PAGE> 12
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, 1998, 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.
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 1999, a shareholder proposal submitted pursuant to
Rule 14a-8 of the Securities Exchange Act of 1934 must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than July 6, 1999. A shareholder wishing to provide notice in the manner
prescribed by Rule 14a-4(c)(1) to a Fund of a proposal submitted outside of the
process of Rule 14a-8 must submit such written notice to the Fund not later than
September 19, 1999.
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 D.F. King & Co., Inc. to assist in the
solicitation of proxies at an estimated cost (plus reasonable expenses) of
$2,500 per Fund.
ANNUAL REPORT DELIVERY
Annual reports were sent to shareholders of record of each Fund following such
Funds' fiscal year end. Each Fund will furnish, without charge, a copy of its
annual report and/or semi-annual report upon request. Such written or oral
request should be directed to such Fund at 333 West Wacker Drive, Chicago,
Illinois 60606 or by calling 1-800-257-8787.
10
<PAGE> 13
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 Funds' 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
11
<PAGE> 14
NQF1298
<PAGE> 15
Please fold and detach at perforation. Return the Proxy Ballot only.
PROXY PROXY
SHARES OF BENEFICIAL INTEREST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 9, 1998
The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, Alan
G. Berkshire and Gifford R. Zimmerman, and each of them, with full powers of
substitution, Proxies for the undersigned to represent and vote the shares of
the undersigned at the Annual Meeting of Shareholders of the Fund referenced on
the reverse side to be held on December 9, 1998, or any adjournment or
adjournments thereof as indicated on the reverse side.
BALLOT PROPOSALS:
1. Election of Trustees:
Nominees: Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean, Anne E.
Impellizzeri, Peter R. Sawers, Judith M. Stockdale.
2. Ratification of the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 1999.
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.
VOTE, SIGN AND DATE ON REVERSE SIDE
<PAGE> 16
WHETHER OR NOT YOU PLAN TO JOIN US AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
VOTE THE PROXY BALLOT AND RETURN TO OUR PROXY TABULATOR IN THE ENCLOSED POST-AGE
PAID ENVELOPE.
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 fold and detach at perforation. Return the Proxy Ballot only.
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
<TABLE>
<S> <C> <C> <C>
1. Election of Trustees: (See Nominees on reverse side) FOR WITHHOLD
all nominees authority to vote for
INSTRUCTIONS: (except as all nominees
To withhold authority to vote for one or more nominees, indicated at left)
write the nominee's name(s) on the line below. / / / /
__________________________________
2. Ratification of Ernst & Young LLP. FOR AGAINST ABSTAIN
/ / / / / /
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.
Date: _______________, 1998
____________________________________
Signature(s)
</TABLE>
<PAGE> 17
Please fold and detach at perforation. Return the Proxy Ballot only.
PROXY PROXY
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 9, 1998
The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, Alan
G. Berkshire and Gifford R. Zimmerman, and each of them, with full powers of
substitution, Proxies for the undersigned to represent and vote the shares of
the undersigned at the Annual Meeting of Shareholders of the Fund referenced on
the reverse side to be held on December 9, 1998, or any adjournment or
adjournments thereof as indicated on the reverse side.
BALLOT PROPOSALS:
1. Election of Trustees:
Nominees: Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean, Anne E.
Impellizzeri, Peter R. Sawers, Judith M. Stockdale.
Nominees: by holders of Municipal Auction Rate Cumulative Preferred only:
William J. Schneider, Timothy R. Schwertfeger.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending June 30, 1999.
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.
VOTE, SIGN AND DATE ON REVERSE SIDE
<PAGE> 18
WHETHER OR NOT YOU PLAN TO JOIN US AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
VOTE THE PROXY BALLOT AND RETURN TO OUR PROXY TABULATOR IN THE ENCLOSED POST-AGE
PAID ENVELOPE.
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 fold and detach at perforation. Return the Proxy Ballot only.
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
Preferred Stock, Series M, TH and F
<TABLE>
<S> <C> <C> <C>
1. Election of Trustees: (See Nominees on reverse side) FOR WITHHOLD
all nominees authority to vote for
INSTRUCTIONS: (except as all nominees
To withhold authority to vote for one or more nominees, indicated at left)
write the nominee's name(s) on the line below. / / / /
__________________________________
2. Ratification of Ernst & Young LLP. FOR AGAINST ABSTAIN
/ / / / / /
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.
Date: _______________, 1998
____________________________________
Signature(s)
</TABLE>
