NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND INC, DEF 14A, 2000-10-17

NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND INC
DEF 14A, 2000-10-17

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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
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(Name of Registrant as Specified in Its Charter)

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(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)(1) and
0-11.

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

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

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

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS -- Chicago, Illinois
NOVEMBER 16, 2000 60606
(800) 257-8787
</TABLE>

NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC.
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND

October 13, 2000

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
California Premium Income Municipal Fund, Nuveen California Dividend Advantage
Municipal Fund, Nuveen Florida Investment Quality Municipal Fund, Nuveen Florida
Quality Income Municipal Fund and Nuveen Insured Florida Premium Income
Municipal Fund, each a Massachusetts business trust, and Nuveen California
Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance
Plus Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund,
Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen
California Select Quality Municipal Fund, Inc., Nuveen California Quality Income
Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund,
Inc. and Nuveen Insured California Premium Income Municipal Fund 2, Inc., each a
Minnesota corporation (individually, a "Fund" and, collectively, the "Funds"),
will be held in the 31st floor conference room of Nuveen Investments, 333 West
Wacker Drive, Chicago, Illinois, on Thursday, November 16, 2000, 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 Annual Meeting:

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

a. For each Fund except California 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 California Value, to elect three (3) Board Members for a three year
term or until their successors shall have been duly elected and qualified.

2. To ratify the selection of Ernst & Young LLP as independent auditors for the
current fiscal year.

3. To transact such other business as may properly come before the Annual
Meeting.
<PAGE> 3

Shareholders of record of each Fund at the close of business on September 18,
2000 are entitled to notice of and to vote at that Fund's Annual Meeting.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES
ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL 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
<PAGE> 4

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
OCTOBER 13, 2000 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 California
Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance
Plus Municipal Fund, Inc. ("California Performance"), Nuveen California
Municipal Market Opportunity Fund, Inc. ("California Opportunity"), Nuveen
California Investment Quality Municipal Fund, Inc. ("California Investment"),
Nuveen California Select Quality Municipal Fund, Inc. ("California Select"),
Nuveen California Quality Income Municipal Fund, Inc. ("California Quality"),
Nuveen Insured California Premium Income Municipal Fund, Inc. ("Insured
California"), Nuveen Insured California Premium Income Municipal Fund 2, Inc.
("Insured California 2"), Nuveen California Premium Income Municipal Fund
("California Premium"), Nuveen California Dividend Advantage Municipal Fund
("California Dividend"), (the aforementioned California Funds will be referred
to collectively as the "California Funds"), 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"), (the aforementioned Florida Funds will be referred to
collectively as the "Florida Funds"), (individually, a "Fund" and, collectively,
the "Funds"), of proxies to be voted at the Annual Meeting of Shareholders of
each Fund to be held on November 16, 2000 (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

1
<PAGE> 5

selection of Ernst & Young LLP as 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 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:

<TABLE>
<CAPTION>
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MATTER COMMON SHARES MUNIPREFERRED(1)
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<S> <C> <C>
1a(i). Election of Board Members by all X X
shareholders (except California Value)
(Robert P. Bremner, Lawrence H. Brown,
Anne E. Impellizzeri, Peter R. Sawers
and Judith M. Stockdale nominated)
-----------------------------------------------------------------------------------
a(ii). Election of Board Members by N/A X
MuniPreferred only (except California
Value) (William J. Schneider and
Timothy R. Schwertfeger nominated)
-----------------------------------------------------------------------------------
b. Election of Board Members for California X N/A
Value by all common shareholders (Robert
P. Bremner, William J. Schneider and
Judith M. Stockdale nominated)
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2. Ratification of the Selection of X X
Auditors
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</TABLE>

(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
California 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 each Fund (except the Funds that are Massachusetts business
trusts), 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 the Massachusetts business trusts
(California Premium, California Dividend, Florida Investment, Florida Quality
and Insured Florida), abstentions and broker non-votes will have

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<PAGE> 6

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.

Those persons who were shareholders of record at the close of business on
September 18, 2000 will be entitled to one vote for each share held. As of
September 18, 2000 shares of the Funds were issued and outstanding as follows:

<TABLE>
<CAPTION>
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FUND SYMBOL COMMON SHARES MUNIPREFERRED
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
California Value NCA 25,222,662 N/A
California Performance NCP 12,839,854 1,800 Series T
640 Series W
1,800 Series F
California Opportunity NCO 8,073,888 2,200 Series W
520 Series F
California Investment NQC 13,444,014 3,600 Series M
880 Series W
California Select NVC 22,886,436 2,400 Series T
1,680 Series W
3,600 Series TH
California Quality NUC 21,759,079 1,400 Series M
3,000 Series W
3,000 Series F
Insured California NPC 6,425,831 1,800 Series T
Insured California 2 NCL 12,627,413 1,900 Series T
1,900 Series TH
California Premium NCU 5,765,841 1,720 Series M
California Dividend NAC 23,402,354 3,500 Series TH
3,500 Series F
Florida Investment NQF 16,387,383 3,080 Series T
2,200 Series F
Florida Quality NUF 14,151,996 1,700 Series M
1,700 Series TH
1,280 Series F
Insured Florida NFL 14,290,931 1,640 Series W
2,800 Series TH
---------------------------------------------------------------------------------------
</TABLE>

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about October 13, 2000.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except California 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 California Value) under normal
circumstances holders of MuniPreferred are entitled to elect

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<PAGE> 7

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 California Value, the Board is
divided into three classes, with each class being elected to serve a term of
three years. This year three (3) Board Members are to be elected at this meeting
to serve on the Board of California Value for a three year term.

A. FOR CALIFORNIA PERFORMANCE, CALIFORNIA OPPORTUNITY, CALIFORNIA INVESTMENT,
CALIFORNIA SELECT, CALIFORNIA QUALITY, INSURED CALIFORNIA, INSURED CALIFORNIA 2,
CALIFORNIA PREMIUM, CALIFORNIA DIVIDEND, FLORIDA INVESTMENT, FLORIDA QUALITY AND
INSURED FLORIDA.

(i) Five Board Members are to be elected by holders of Common Shares
and the MuniPreferred, voting together as a single class. Board
Members Bremner, Brown, Impellizzeri, Sawers and Stockdale are
nominees for election by all shareholders.

(ii) Holders of MuniPreferred are entitled to elect two of the Board
Members. William J. Schneider and Timothy R. Schwertfeger are
nominees for election by holders of MuniPreferred.

B. FOR CALIFORNIA VALUE. The Board of California Value has designated Robert P.
Bremner, William J. Schneider and Judith M. Stockdale as Class III Board
Members, and as nominees for Board Members for a term expiring at the Annual
Meeting of Shareholders in 2003, and until their successors have been duly
elected and qualified. The remaining Board Members, Brown, Impellizzeri, Sawers
and Schwertfeger are current and continuing Board Members. The terms of Lawrence
H. Brown, Peter R. Sawers and Timothy R. Schwertfeger as Class I Board Members
of California Value expire in 2001. The term of Board Member Impellizzeri as a
Class II Board Member of California Value, expires in 2002.

The affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting (except for California Premium, California Dividend, Florida
Investment, Florida Quality and Insured Florida) will be required to elect Board
Members of that Fund. For California Premium, California Dividend, Florida
Investment, Florida Quality and Insured Florida, 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 (excluding money markets funds) which each nominee
beneficially owned as of September 30, 2000, as more fully described in footnote
(2) to the following table. All of the nominees were last elected to the Board
at the 1999 annual meeting of shareholders except

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<PAGE> 8

for California Value which only elected a Class II Board Member. Currently there
is a vacancy on the 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 Nuveen Investments or any affiliate.

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, 2000
------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE ALL NUVEEN
NOMINEES AS OF SEPTEMBER 30, 2000(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner, 8/22/40(3) 1997--All Funds 0 5,928
Board Member of the Funds; private investor except
and management consultant. 1999-- California Dividend
Lawrence H. Brown, 7/29/34(4) 1993--All Funds 0 10,406
Board Member of the Funds; retired in except
August 1989 as Senior Vice President of The 1999-- California Dividend
Northern Trust Company (banking and trust
industry).
Anne E. Impellizzeri, 1/26/33(5) 1994--All Funds 0 6,580
Board Member of the Funds; Executive except
Director (since 1998) of Manitoga (Center 1999-- California Dividend
for Russel Wright's Design with Nature),
formerly, President and Chief Executive
Officer of Blanton-Peale Institute (a
training and counseling organization);
prior thereto, Vice President, Metropolitan
Life Insurance Co.
Peter R. Sawers, 4/3/33(4) 1991-- All Funds except as 0 17,423
Board Member of the Funds; Adjunct indicated below
Professor of Business and Economics, 1992-- Insured Florida
University of Dubuque, Iowa; formerly, Insured California
(1991-2000) Adjunct Professor, Lake Forest 1993--Insured California 2
Graduate School of Management, Lake Forest, 1999--California Dividend
Illinois; prior thereto, Executive
Director, Towers Perrin Australia;
Chartered Financial Analyst; Certified
Management Consultant.
William J. Schneider, 9/24/44(3)(6) 1997--All Funds 0 42,141
Board Member of the Funds; Senior partner except
and Chief Operating Officer, 1999-- California Dividend
Miller-Valentine Partners; Vice President,
Miller-Valentine Group (commercial real
estate); Member, Community Advisory Board,
National City Bank, Dayton, Ohio; Business
Advisory Council, Cleveland Federal Reserve
Bank.
</TABLE>

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<PAGE> 9
BOARD NOMINEES CONTINUED
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 2000
------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE ALL NUVEEN
NOMINEES AS OF SEPTEMBER 30, 2000(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Timothy R. Schwertfeger, 3/28/49(4)(6) 1994--All Funds 0 292,392
Chairman of the Board (since July 1996) and except
President (since July 1999) of the Funds; 1999--California Dividend
Chairman (since May 1999), Trustee and
President (since July 1996) of the Funds
advised by Nuveen Institutional Advisory
Corp. Chairman, Trustee and President
(since September 1999) of the funds advised
by Nuveen Senior Loan Asset Management,
Inc.; Chairman (since July 1996) and
Director, previously Executive Vice
President, of The John Nuveen Company,
Nuveen Investments, 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); Chief Executive Officer and Director
of Nuveen Senior Loan Asset Management Inc.
(since September 1999).
Judith M. Stockdale, 12/29/47(3) 1997--All Funds 0 2,535
Board Member of the Funds; Executive except
Director (since 1994) of the Gaylord and 1999--California Dividend
Dorothy Donnelley Foundation, a private
family 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, 2000, 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"). In addition, Mr. Schwertfeger is a board member of nine open-end
and five closed-end funds managed by Nuveen Institutional Advisory Corp.
("NIAC") and two funds managed by Nuveen Senior Loan Asset Management Inc.
("NSLAM").

(2) The number of shares shown reflects the aggregate number of common shares
beneficially owned in all of the NAC, NIAC and NSLAM 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 in which he has shared investment power with his spouse
and shares held in Nuveen's 401(k)/profit sharing plan. 5,440 Nuveen fund shares
not listed for Mr. Bremner are owned by his spouse. Mr. Bremner disclaims
beneficial ownership of these shares. 1,057 shares listed for Mr. Sawers are
owned by his spouse; Mr. Sawers has shared investment power.

(3) Board Members Bremner, Schneider and Stockdale are currently Class III Board
Members of California Value whose current term expires at the Annual Meeting,
and have been nominated for a new term to expire in 2003.

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

(5) Ms. Impellizzeri is a continuing Class II Board Member of California Value,
whose term will expire in 2002.

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

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<PAGE> 10

The Board Members affiliated with Nuveen Investments ("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 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 $500 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
("Deferred Compensation Plan"). Under the Deferred Compensation 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. Each of the Funds except California Value, California Opportunity,
California Premium and Insured California are Participating Funds under the
Deferred Compensation Plan.

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 1999.

<TABLE>
<CAPTION>
NAME OF BOARD MEMBER
--------------------------------------------------------------------------
ROBERT P. LAWRENCE H. ANNE E. PETER R. WILLIAM J. JUDITH M.
AGGREGATE COMPENSATION FROM THE FUNDS(1) BREMNER BROWN IMPELLIZZERI SAWERS SCHNEIDER STOCKDALE
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
California Value $ 336 357 336 336 326 336
California Performance $ 410 429 431 430 435 416
California Opportunity $ 259 273 259 259 252 259
California Investment $ 430 449 452 451 456 437
California Select $ 736 769 774 772 781 747
California Quality $ 718 750 755 753 761 729
Insured California $ 192 207 192 192 186 192
Insured California 2 $ 372 399 392 390 395 378
California Premium $ 163 172 163 163 159 163
California Dividend $ 663 781 666 750 652 664
Florida Investment $ 508 554 540 661 550 520
Florida Quality $ 454 483 482 605 491 465
Insured Florida $ 441 469 469 454 478 452
Total Compensation Nuveen Funds Paid to
Board Members(2) $ 72,500 79,750 72,500 74,750 72,500 72,500
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes deferred fees. Pursuant to a Deferred Compensation Plan with each
Fund, deferred amounts are treated as though an equivalent dollar amount has
been invested in shares of one or more eligible Nuveen Funds. Total

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<PAGE> 11

deferred fees for the Funds (including the return from the assumed
investment in the eligible Nuveen Funds) payable are:

(2) Includes compensation for service on the boards of the NAC Funds paid during
the calendar year ended December 31, 1999.

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.
One special executive committee meeting was held for the Florida Investment and
Florida Quality Funds during their last fiscal year. Each other Fund held no
executive committee 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 of the California Funds held thirteen meetings
during its last fiscal year; twelve dividend committee meetings were held for
each of the Florida Funds.

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 governance 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 governance
committee of each Fund held two meetings during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

8
<PAGE> 12

The Board of each Fund held four 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, 2000 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 2001.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alan G. Berkshire 12/28/60 Vice President and Senior Vice President (since May
Assistant Secretary 1999), General Counsel (since
(since 1998) September 1997) and Secretary
(since May 1998) of The John Nuveen
Company and Nuveen Investments;
Senior Vice President (since May
1999), and Secretary (since May
1998) of Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.; Senior Vice President and
Secretary (since September 1999) of
Nuveen Senior Loan Asset Management
Inc.; prior thereto, Partner in the
law firm of Kirkland & Ellis.

Peter H. D'Arrigo 11/28/67 Vice President and Vice President of Nuveen
Treasurer (since Investments (since January 1999),
1999) prior thereto, Assistant Vice
President (from January 1997);
formerly Associate of Nuveen
Investments; Vice President and
Treasurer (since September 1999) of
Nuveen Senior Loan Asset Management
Inc.; Chartered Financial Analyst.

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

Lorna C. Ferguson 10/24/45 Vice President Vice President of Nuveen
(since 1998) Investments; 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 Advisory
(since 1996) Corp. (since December 1995); prior
thereto, Assistant Vice President
of Nuveen Advisory Corp. (from
September 1992 to December 1995);
Chartered Financial Analyst.
</TABLE>

9
<PAGE> 13

J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen Advisory
(since 1991) 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 Advisory
(since 1990) Corp.

David J. Lamb 3/22/63 Vice President Vice President (since March 2000)
(since 2000) of Nuveen Investments, previously
Assistant Vice President (since
January 1999), prior thereto,
Associate of Nuveen Investments;
Certified Public Accountant.

Larry W. Martin 7/27/51 Vice President Vice President, Assistant Secretary
(since 1993) and and Assistant General Counsel of
Assistant Secretary Nuveen Investments; Vice President
(since 1988) and Assistant Secretary of Nuveen
Advisory Corp., Nuveen
Institutional Advisory Corp.,
Nuveen Asset Management Inc. (since
January 1997) and Nuveen Senior
Loan Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company.

Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen Advisory
(since 1996) 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 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.

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

10
<PAGE> 14

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant Secretary
(since 1993) and and Associate General Counsel of
Secretary (since Nuveen Investments; Vice President,
1998) General Counsel and Assistant
Secretary of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; Vice President and Assistant
Secretary of Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.
---------------------------------------------------------------------------------------------
</TABLE>

On September 30, 2000 Board Members and executive officers of the Funds as a
group beneficially owned 487,137 common shares of all funds managed by the
Adviser, Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset
Management Inc. (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 did
not beneficially own any Common Shares of any Fund or any shares of
MuniPreferred of any Fund. As of September 18, 2000, 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, 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.

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

11
<PAGE> 15

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 Investments ("Nuveen"), 333 West Wacker Drive, Chicago,
Illinois 60606. Nuveen is a subsidiary of The John Nuveen Company which in turn
is approximately 77% 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 2001, 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 15, 2001. 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 29, 2001. 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
Nuveen Investments or Nuveen Advisory Corp., or by dealers and their
representatives.

FISCAL YEAR

The last fiscal year for each Florida Fund was June 30, 2000 and for each
California Fund was August 31, 2000.

ANNUAL REPORT DELIVERY

Annual reports for the Funds' fiscal year ended in 2000 were sent (Florida
Funds) or will be sent (California Funds) to shareholders of record of each Fund
following each Fund's fiscal year end. Each Fund will furnish, without charge, a
copy of its 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.

12
<PAGE> 16

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
<PAGE> 17

NUVEEN INVESTMENTS LOGO

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com NCA1100
<PAGE> 18

<TABLE>
<CAPTION>
<S><C>
[NUVEEN LOGO] FLORIDA QUALITY INCOME MUNICIPAL FUND
ANNUAL MEETING OF SHAREHOLDERS

333 WEST WACKER DRIVE COMMON SHARES
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 16, 2000

The annual meeting of shareholders will be held Thursday,
November 16, 2000, at 10:00 a.m. Central Time, in the 31st
Floor Conference Room of Nuveen Investments, 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, 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
16, 2000, 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.

FLORIDA QUALITY INCOME MUNICIPAL FUND
Common Shares

Vote On Proposals For Withhold For All To withhold authority to vote, mark "For
All All Except All 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 Against Abstain
FOR THE 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

</TABLE>

<PAGE> 19
<TABLE>
<CAPTION>
<S><C>
[NUVEEN LOGO] FLORIDA QUALITY INCOME MUNI FD-SERIES M, TH, F
ANNUAL MEETING OF SHAREHOLDERS

333 WEST WACKER DRIVE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 16, 2000

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

FLORIDA QUALITY INCOME MUNI FD-SERIES M, TH, F
Preferred Shares

Vote On Proposals For Withhold For All To withhold authority to vote, mark "For
All All Except All 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 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.

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

</TABLE>