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Nuveen Floating Rate Fund
Multiple Class Plan
September 15, 1999
Whereas, Nuveen Floating Rate Fund, a Massachusetts business trust (the
"Trust"), engages in business as a closed-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"Act");
Whereas, the Trust is authorized to and has divided the shares of the Trust
into four classes, designated as Class A Shares, Class B Shares, Class C Shares
and Class R Shares; and
Whereas, the Board of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the Act) (the "Non-Interested
Members"), after having been furnished and having evaluated information
reasonably necessary to evaluate this Multiple Class Plan (the "Plan"), have
determined in the exercise of their reasonable business judgment that the Plan
is in the best interests of the Trust and each class of the Trust individually.
Now, Therefore, the Trust hereby adopts this Plan, effective the date
listed above:
Section 1. Class Differences. Each class of shares of the Trust
shall represent interests in the same portfolio of investments and, except as
otherwise set forth in this Plan, shall differ solely with respect to: (i)
distribution, service and other charges and expenses as provided for in Sections
2 and 3 of this Plan; (ii) the exclusive right of each class of shares to vote
on matters submitted to shareholders that relate solely to that class or for
which the interests of one class differ from the interests of another class or
classes; (iii) such differences relating to eligible investors as may be set
forth in the prospectus or statement of additional information of the Trust, as
the same may be amended or supplemented from time to time (the "Prospectus" or
"SAI" ); (iv) the designation of each class of shares; and (v) conversion
features.
Section 2. Distribution and Service Arrangements; Conversion
Features. Class A Shares, Class B Shares, Class C Shares and Class R Shares of
the Trust shall differ in the manner in which such shares are distributed and in
the services provided to shareholders of each such class as follows:
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(a) Class A Shares:
(i) Class A Shares shall only be issued upon the automatic
conversion of Class B Shares six years after the purchase of such
Class B Shares and under certain other circumstances as described from
time to time in the Trust's Prospectus or SAI;
(ii) Class A Shares shall be subject to an annual service fee
("Service Fee") pursuant to a Plan of Distribution and Service (the
"Distribution and Service Plan") not to exceed 0.25 of 1% of the
average daily net assets of the Trust allocable to Class A Shares,
which, as set forth in the Prospectus, SAI and the Distribution and
Service Plan, may be used to compensate certain authorized dealers for
providing ongoing account services to shareholders;
(iii) Class A Shares shall not be subject to a Distribution
Fee (as hereinafter defined); and
(iv) Class A Shares may be offered from time to time at net
asset value without a front end sales load, the terms and conditions
of such offer will be described in the Trust's Prospectus or SAI.
(b) Class B Shares:
(i) Class B Shares shall be sold at net asset value without a
sales charge;
(ii) Class B Shares shall be subject to a Service Fee pursuant
to the Distribution and Service Plan not to exceed 0.25 of 1% of
average daily net assets of the Trust allocable to Class B Shares,
which, as set forth in the Prospectus, SAI and the Distribution and
Service Plan, may be used to compensate certain authorized dealers for
providing ongoing account services to shareholders;
(iii) Class B Shares shall be subject to an annual
distribution fee ("Distribution Fee") pursuant to the Distribution and
Service Plan not to exceed 0.75 of 1% of average daily net assets of
the Trust allocable to Class B Shares, which, as set forth in the
Prospectus, SAI and the Distribution and Service Plan, will be used to
reimburse John Nuveen & Co. Incorporated, the Trust's underwriter, for
certain expenses and for providing compensation to certain authorized
dealers;
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(iv) Class B Shares repurchased within 5 years of purchase shall
be subject to an early withdrawal charge ("EWC") described below and
as set forth in the Prospectus or SAI;
Years Since Purchase
of Class B Shares EWC
0-1 3.0%
1-2 2.5%
2-3 2.0%
3-4 1.5%
4-5 1.0%
5+ 0.0%
(v) Class B Shares will automatically convert to Class A
Shares six years after purchase, as set forth in the Prospectus or
SAI.
(c) Class C Shares:
(i) Class C Shares shall be sold at net asset value without a
sales charge;
(ii) Class C Shares shall be subject to a Service Fee pursuant
to the Distribution and Service Plan not to exceed 0.25 of 1% of
average daily net assets of the Trust allocable to Class C Shares,
which, as set forth in the Prospectus, SAI and Distribution and
Service Plan, may be used to compensate certain authorized dealers for
providing ongoing account services to shareholders;
(iii) Class C Shares shall be subject to a Distribution Fee
pursuant to the Distribution and Service Plan not to exceed 0.75 of 1%
of average daily net assets of the Trust allocable to Class C Shares,
which, as set forth in the Prospectus, SAI and Distribution and
Service Plan, will be used to reimburse John Nuveen & Co.
Incorporated, the Trust's underwriter, for certain expenses and for
providing compensation to certain authorized dealers; and
(iv) Class C Shares redeemed within 12 months of purchase
shall be subject to a 1% EWC, as set forth in the Prospectus or SAI.
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(d) Class R Shares:
(i) Class R Shares shall be sold at net asset value
without a sales charge;
(ii) Class R Shares shall not be subject to a Service Fee;
and
(iii) Class R Shares shall not be subject to a Distribution
Fee.
Section 3. Allocation of Income, Expenses, Gains and Losses.
(a) Investment Income, and Realized and Unrealized Gains and Losses. The
daily investment income, and realized and unrealized gains and losses, of the
Trust will be allocated to each class of shares based on each class' relative
percentage of the total value of shares outstanding at the beginning of the day,
after such net assets are adjusted for the prior day's capital share
transactions.
(b) Fund Level Expenses. Expenses that are attributable to a Fund, but
not a particular class thereof ("Fund level expenses"), will be allocated to
each class of shares based on each class' relative percentage of the total value
of shares outstanding of the Fund at the beginning of the day, after such net
assets are adjusted for the prior day's capital share transactions. Fund level
expenses include fees for services that are received equally by the classes
under the same fee arrangement. All expenses attributable to a Fund that are
not "class level expenses" (as defined below) shall be Fund level expenses,
including but not limited to transfer agency fees and expenses, share
registration expenses, and shareholder reporting expenses.
(c) Class Level Expenses. Expenses that are directly attributable to a
particular class of shares, including the expenses relating to the distribution
of a class' shares, or to services provided to the shareholders of a class, as
set forth in Section 2 of this Plan, will be incurred by that class of shares.
Class level expenses include expenses for services that are unique to a class of
shares in either form or amount. "Class level expenses" shall include, but not
be limited to, Service Fees, Distribution Fees, expenses associated with the
addition of share classes to the Trust (to the extent that the expenses were not
fully accrued prior to the issuance of the new classes of shares), expenses of
administrative personnel and services required to support the shareholders of a
specific class, litigation or other legal expenses relating to a specific class
of shares, trustees' fees or expenses incurred as a result of issues relating to
a specific class of shares, and accounting expenses relating to a specific class
of shares.
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(d) Fee Waivers and Expense Reimbursements. On a daily basis, if the
class level expenses (not including payments under the Distribution and Service
Plan) exceed the daily expense cap for the Trust, an appropriate
waiver/reimbursement will be made to the Trust. The amount of such
reimbursement to each class will be in an amount such that the expenses of the
class with the highest expense ratio (excluding Service Fees and Distribution
Fees) will be equal to the daily expense cap after reimbursement. The expense
reimbursement will be allocated to each class of shares based on each class'
relative percentage of the total value of shares outstanding of the Trust at the
beginning of the day, after such net assets are adjusted for the prior day's
capital share transactions.
Section 4. Exchange Privilege. Shares of a class of the Trust may be
exchanged only for shares of the same class of a similar Nuveen Fund or a Nuveen
Open-End Fund, except as otherwise set forth in the Prospectus or SAI.
Section 5. Term and Termination.
(a) This Plan shall become effective on the date hereof, and shall
continue in effect with respect to such Class A, Class B, Class C and Class R
Shares until terminated in accordance with the provisions of Section 5(c)
hereof.
(b) Additional Classes. This Plan shall become effective with respect to
any class of shares of the Trust other than Class A, Class B, Class C or Class R
and with respect to each additional class thereof established by the Trust after
the date hereof and made subject to this Plan upon commencement of the initial
public offering thereof (provided that the Plan has previously been approved
with respect to such additional class by votes of a majority of both (i) the
members of the Board of a Trust, as a whole, and (ii) the Non-Interested
Members, cast at a meeting held before the initial public offering of such
additional classes thereof), and shall continue in effect with respect to each
such additional class until terminated in accordance with provisions of Section
5(c) hereof. An addendum setting forth such specific and different terms of
such additional series or classes shall be attached to or made part of this
Plan.
(c) Termination. This Plan may be terminated at any time with respect to
the Trust or any class thereof, as the case may be, by vote of a majority of
both the members of the Board of a Trust, as a whole, and the Non-Interested
Members. The Plan may remain in effect with respect to a particular class
thereof even if it has been terminated in accordance with this Section 5(c) with
respect to any other class thereof.
Section 6. Amendments. Except as set forth below, any material
amendment to this Plan affecting the Trust or any class thereof shall require
the affirmative vote of a majority of both the members of the Board of that
Trust, as a whole, and the Non-Interested Members that
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the amendment is in the best interests of each class of the Trust individually
and the Trust as a whole.
Section 7. Miscellaneous. This Plan shall comply with Rule 18f-3 under
the Act as if that rule applied to closed-end investment companies.
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