<PAGE>
Nuveen Floating Rate Fund
Plan of Distribution and Service
September 15, 1999
Whereas, Nuveen Floating Rate Fund, a Massachusetts business trust (the
"Trust"), engages in business as an closed-end management investment company and
is registered under the Investment Company Act of 1940, as amended (the "Act");
Whereas, the Trust employs John Nuveen & Co. Incorporated (the
"Underwriter") as distributor of the shares of the Trust (the "Shares") pursuant
to an Underwriting Agreement dated as of September 15, 1999;
Whereas, the Trust is authorized to issue Shares in four different classes
("Classes"): Class A, Class B, Class C and Class R.
Whereas, the Trust desires to adopt a Plan of Distribution and Service,
and the Board of Trustees of the Trust has determined that there is a reasonable
likelihood that adoption of this Plan of Distribution and Service will benefit
the Trust and its shareholders;
Whereas, the Trust has adopted a Multiple Class Plan (the "Multiple Class
Plan") to enable the various Classes of Shares to be granted different rights
and privileges and to bear different expenses, and has an effective registration
statement on file with the SEC containing a Prospectus describing such Classes
of Shares;
Whereas, as described in the Multiple Class Plan, Class A Shares will only
be issued upon the automatic conversion of Class B Shares and certain other
circumstances as described from time to time in the Trust's Registration
Statement and will be subject to an asset-based service fee, the purchase of
Class B Shares will be subject to asset-based distribution and service fees
(and, if redeemed within five years from purchase, generally will be subject to
a declining early withdrawal charge), and Class C Shares will be subject to
asset-based distribution and service fees (and, if redeemed within one year from
purchase, generally will be subject to a 1% early withdrawal charge), each as
described in the Prospectus for the Shares; and
Whereas, Shares representing an investment in Class B will automatically
convert to Class A Shares 6 years after the investment, as described in the
Prospectus for the Shares;
<PAGE>
Now, Therefore, the Trust hereby adopts, and the Underwriter hereby agrees
to the terms of, this Plan of Distribution and Service (the "Plan"), on the
following terms and conditions:
1 (a) The Trust is authorized to compensate the Underwriter for services
performed and expenses incurred by the Underwriter in connection with
the distribution of Shares of Class A, Class B and Class C of the
Trust and the servicing of accounts holding such Shares.
(b) The amount of such compensation paid during any one year shall consist
(i) with respect to Class A Shares of a Service Fee not to exceed
.25% of average daily net assets of the Class A Shares of the
Trust;
(ii) with respect to Class B Shares of a Service Fee not to exceed
.25% of average daily net assets of the Class B Shares of the
Trust, plus a Distribution Fee not to exceed .75% of average
daily net assets of the Class B Shares of the Trust; and
(iii) with respect to Class C Shares of a Service Fee not to exceed
.25% of average daily net assets of the Class C Shares of the
Trust, plus a Distribution Fee not to exceed .75% of average
daily net assets of the Class C Shares of the Trust.
Such compensation shall be calculated and accrued daily and paid
monthly or at such other intervals as the Board of Trustees may
determine.
(c) With respect to Class A Shares, the Underwriter shall pay any Service
Fees it receives under the Plan for which a particular underwriter,
dealer, broker, bank or selling entity having a Dealer Agreement in
effect ("Authorized Dealer", which may include the Underwriter) is the
dealer of record to such Authorized Dealers to compensate such
organizations for providing services to shareholders relating to their
investment. The Underwriter may retain any Service Fees not so paid.
(d) With respect to the Class B Shares, the Underwriter:
(i) shall retain the Distribution Fee to compensate it for costs
associated with the distribution of the Class B Shares,
including the payment of broker commissions to Authorized
Dealers (which may include the Underwriter)
-2-
<PAGE>
who was the dealer of record with respect to the purchase of
those shares; and
(ii) shall pay any Service Fees it receives under the Plan for which
a particular Authorized Dealer is the dealer of record (which
may include the Underwriter) to such Authorized Dealers to
compensate such organizations for providing services to
shareholders relating to their investment; provided, however,
that the Underwriter shall be entitled to retain, for the first
year after purchase of the Class B Shares, the Service Fee to
the extent that it may have pre-paid the Service Fee for that
period to the Authorized Dealer of record.
The Underwriter may retain any Distribution or Service Fees not so
paid.
(e) With respect to the Class C Shares, the Underwriter:
(i) shall pay the Distribution Fee it receives under the Plan with
respect to Class C Shares for which a particular Authorized
Dealer is the dealer of record (which may include the
Underwriter) to such Authorized Dealers to compensate such
organizations in connection with such share sales; provided,
however, that the Underwriter shall be entitled to retain, for
the first year after purchase of the Class C Shares, the
Distribution Fee to the extent that it may have pre-paid the
Distribution Fee for that period to the Authorized Dealer of
record; and
(ii) shall pay any Service Fees it receives under the Plan for which
a particular Authorized Dealer is the dealer of record (which
may include the Underwriter) to such Authorized Dealers to
compensate such organizations for providing services to
shareholders relating to their investment; provided, however,
that the Underwriter shall be entitled to retain, for the first
year after purchase of the Class B Shares, the Service Fee to
the extent that it may have pre-paid the Service Fee for that
period to the Authorized Dealer of record.
The Underwriter may retain any Distribution or Service Fees not so
paid.
(f) Services for which such Authorized Dealers may receive Service Fee
payments include any or all of the following: maintaining account records for
shareholders who beneficially own Shares; answering inquiries relating to the
shareholders' accounts, the policies of the Trust and the performance of their
investment; providing assistance and handling
-3-
<PAGE>
transmission of funds in connection with purchase, repurchase and exchange
orders for Shares; providing assistance in connection with changing account
setups and enrolling in various optional fund services; producing and
disseminating shareholder communications or servicing materials; the ordinary or
capital expenses, such as equipment, rent, fixtures, salaries, bonuses,
reporting and recordkeeping and third party consultancy or similar expenses,
relating to any activity for which payment is authorized by the Board; and the
financing of any other activity for which payment is authorized by the Board.
(g) Payments of Distribution or Service Fees to any organization as of any
quarter-end will not exceed the appropriate amount based on the annual
percentages set forth in subparagraphs b(i), (ii) and (iii) above, based on
average net assets of accounts for which such organization appeared on the
records of the Trust and/or its transfer agent as the organization of record
during the preceding quarter.
2. This Plan shall not take effect until the Plan, together with any
related agreement(s), has been approved with respect to the affected Class
thereof by votes of a majority of both (a) the Board of Trustees of the Trust,
and (b) those Trustees of the Trust who are not "interested persons" of the
Trust (as defined in the Act) and who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to it (the "Non-
Interested Trustees") cast in person at a meeting (or meetings) called for the
purpose of voting on the Plan and such related Agreement(s).
3. This Plan shall comply with Rule 12b-1 under the Act as if that rule
applied to a closed-end investment company.
4. This Plan shall remain in effect until August 1, 2000, and shall
continue in effect thereafter so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
paragraph 2.
5. The Underwriter shall provide to the Board of Trustees of the Trust
and the Board shall review, at least quarterly, a written report of
distribution- and service-related activities, Distribution Fees, Service Fees,
and the purposes for which such activities were performed and expenses incurred.
6. This Plan may be terminated as to the Trust or as to a given Class
A, Class B, Class C or Class R of the Trust at any time by vote of a majority
of the Non-Interested Trustees or by vote of a majority (as defined in the Act)
of the outstanding voting Shares of the Trust or applicable Class.
-4-
<PAGE>
7. This Plan may not be amended to increase materially the amount of
compensation payable by the Trust with respect to Class A, Class B, Class C or
Class R Shares under paragraph 1 hereof unless such amendment is approved by a
vote of at least a majority (as defined in the Act) of the outstanding voting
Shares of that Class of Shares. No material amendment to the Plan shall be made
unless approved in the manner provided in paragraph 2 hereof.
8. While this Plan is in effect, the selection and nomination of the
Trustees who are not interested persons (as defined in the Act) of the Trust
shall be committed to the discretion of the Trustees who are not such interested
persons.
9. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 5 hereof, for a period of
not less than six years from the date of the Plan, any such agreement or any
such report, as the case may be, the first two years in an easily accessible
place.
-5-
