<PAGE>   1
                                                               EXHIBIT 10.10 (g)

                              MANAGEMENT AGREEMENT


                                     BETWEEN


                            NUVEEN SENIOR INCOME FUND


                                       AND


                    NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.

         NUVEEN SENIOR INCOME FUND, a Massachusetts business trust registered
under the Investment Company Act of 1940 ("1940 Act") as a closed-end management
investment company ("Fund"), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT
INC., a Delaware corporation registered under the Investment Advisers Act of
1940 as an investment adviser, of Chicago, Illinois ("Manager"), to furnish
investment advisory and management services and certain administrative services
with respect to the assets represented by the shares of beneficial interest
issued by the Fund. Fund and Manager hereby agree that:

                  1.        Investment Management Services. Manager shall manage
         the investment operations of the Fund, subject to the terms of this
         Agreement and to the supervision and control of the Fund's Board of
         Trustees ("Trustees"). Manager agrees to perform, or arrange for the
         performance of, the following services with respect to the Fund:

                            (a) obtain and evaluate such information relating to
                  economies, industries, businesses, securities and commodities
                  markets, and individual securities, commodities and indices as
                  it may deem necessary or useful in discharging its
                  responsibilities hereunder;

                            (b) formulate and maintain a continuous investment
                  program in a manner consistent with and subject to (i) the
                  Fund's declaration of trust and by-laws; (ii) the Fund's
                  investment objectives, policies, and restrictions as set forth
                  in written documents furnished by the Fund to Manager; (iii)
                  all securities, commodities, and tax laws and regulations
                  applicable to the Fund; and (iv) any other written limits or
                  directions furnished by the Trustees to Manager;

                            (c) unless otherwise directed by the Trustees, to
                  determine from time to time securities, commodities, interests
                  or other investments to be purchased, sold, retained or lent
                  by the Fund, and to implement those decisions, including the



<PAGE>   2

                  selection of entities with or through which such purchases,
                  sales or loans are to be effected;

                            (d) use reasonable efforts to manage the Fund so
                  that it will qualify as a regulated investment company under
                  subchapter M of the Internal Revenue Code of 1986, as amended;

                            (e) make recommendations as to the manner in which
                  voting rights, rights to consent to Fund action, and any other
                  rights pertaining to the Fund shall be exercised;

                            (f) make available to the Fund promptly upon request
                  all of the Fund's records and ledgers and any reports or
                  information reasonably requested by the Fund;

                            (g) the extent required by law, to furnish to
                  regulatory authorities any information or reports relating to
                  the services provided pursuant to this Agreement;

                            (h) monitor the provisions of the loan agreements
                  and any agreements with respect to participations and
                  assignments and be responsible for recordkeeping with respect
                  to senior loans in the Fund's portfolio;

                            (i) prepare all reports required to be sent to
                  holders of shares of the Fund ("Shareholders"), and arrange
                  for the printing and dissemination of such reports to
                  Shareholders;

                            (j) arrange for the dissemination to shareholders of
                  the Fund's proxy materials and oversee the tabulation of
                  proxies;

                            (k) negotiate the terms and conditions under which
                  custodian services will be provided to the Fund and the fees
                  to be paid by the Fund to its custodian (which may or may not
                  be an affiliate of the Fund's investment adviser), in
                  connection therewith;

                            (l) negotiate the terms and conditions under which
                  dividend disbursing services will be provided to the Fund, and
                  the fees to be paid by the Fund in connection therewith and
                  review the provision of dividend disbursing services to the
                  Fund;

                            (m) determine the amounts available for distribution
                  as dividends and distributions to be paid by the Fund to its
                  Shareholders; prepare and arrange for the printing of dividend
                  notices to Shareholders; and provide the Fund's dividend
                  disbursing agent and custodian with such information as is
                  required for such parties



                                      -2-
<PAGE>   3


                  to effect the payment of dividends and distributions and to
                  implement the Fund's dividend reinvestment plan;

                            (n) make such reports and recommendations to the
                  Board as the Board reasonably requests or deems appropriate;
                  and

                            (o) provide shareholder services to holders or
                  potential holders of the Fund's securities including, but not
                  limited to, shareholder requests for information.

                  Except as otherwise instructed from time to time by the
         Trustees, with respect to execution of transactions for the Fund,
         Manager shall place, or arrange for the placement of, all orders for
         purchases, sales, or loans with issuers, brokers, dealers or other
         counterparts or agents selected by Manager. In connection with the
         selection of all such parties for the placement of all such orders,
         Manager shall attempt to obtain most favorable execution and price, but
         may nevertheless in its sole discretion as a secondary factor, purchase
         and sell portfolio securities from and to brokers and dealers who
         provide Manager with statistical, research and other information,
         analysis, advice, and similar services. In recognition of such services
         or brokerage services provided by a broker or dealer, Manager is hereby
         authorized to pay such broker or dealer a commission or spread in
         excess of that which might be charged by another broker or dealer for
         the same transaction if the Manager determines in good faith that the
         commission or spread is reasonable in relation to the value of the
         services so provided.

                  The Fund hereby authorizes any entity or person associated
         with Manager that is a member of a national securities exchange to
         effect any transaction on the exchange for the account of a Fund to the
         extent permitted by and in accordance with Section 11(a) of the
         Securities Exchange Act or 1934 and Rule 11a2-2(T) thereunder. The Fund
         hereby consents to the retention by such entity or person of
         compensation for such transactions in accordance with Rule
         11a-2-2(T)(a)(iv).

                  Manager may, where it deems to be advisable, aggregate orders
         for its other customers together with any securities of the same type
         to be sold or purchased for the Fund in order to obtain best execution
         or lower brokerage commissions. In such event, Manager shall allocate
         the shares so purchased or sold, as well as the expenses incurred in
         the transaction, in a manner it considers to be equitable and fair and
         consistent with its fiduciary obligations to the Fund and Manager's
         other customers.

                  Manager shall for all purposes be deemed to be an independent
         contractor and not an agent of the Fund and shall, unless otherwise
         expressly provided or authorized, have no authority to act for or
         represent the Fund in any way.


                                      -3-
<PAGE>   4

                  2. Administrative Services. Subject to the terms of this
         Agreement and to the supervision and control of the Trustees, Manager
         shall provide to the Fund facilities, equipment, statistical and
         research data, clerical, accounting and bookkeeping services, internal
         auditing and legal services, and personnel to carry out all management
         services required for operation of the business and affairs of the Fund
         other than those services to be performed by the Fund's Underwriter
         pursuant to an Underwriting Agreement, those services to be performed
         by the Fund's Custodian pursuant to a Custody Agreement, those services
         to be performed by the Fund's Transfer Agent pursuant to a Transfer
         Agency Agreement, those services to be provided pursuant to a Fund
         Accounting Agreement and those services normally performed by the
         Fund's counsel and auditors.

                  3. Use of Affiliated Companies and Subcontractors. In
         connection with the services to be provided by Manager under this
         Agreement, Manager may, to the extent it deems appropriate, and subject
         to compliance with the requirements of applicable laws and regulations,
         make use of (i) its affiliated companies and their directors, trustees,
         officers, and employees and (ii) subcontractors selected by Manager,
         provided that Manager shall supervise and remain fully responsible for
         the services of all such third parties in accordance with and to the
         extent provided by this Agreement. All costs and expenses associated
         with services provided by any such third parties shall be borne by
         Manager or such parties.

                  4. Expenses Borne by the Fund. Except to the extent expressly
         assumed by Manager herein or under a separate agreement between the
         Fund and Manager and except to the extent required by law to be paid by
         Manager, Manager shall not be obligated to pay any costs or expenses
         incidental to the organization, operations or business of the Fund.
         Without limitation, costs and expenses for which the Manager shall have
         no obligation shall include but not be limited to:

                            (a) all charges of depositories, custodians and
                  other agencies for the safekeeping and servicing of the Fund's
                  cash, securities, and other property;

                            (b) all charges for equipment or services used for
                  obtaining price quotations or for communication between
                  Manager or Fund and the custodian, transfer agent or any other
                  agent selected by the Fund;

                            (c) all charges for and accounting services provided
                  to the Fund by Manager, or any other provider of such
                  services;

                            (d) all charges for services of the Fund's
                  independent auditors and for services to the Fund by legal
                  counsel;


                                      -4-
<PAGE>   5
                            (e) all compensation of Trustees, other than those
                  affiliated with Manager, all expenses incurred in connection
                  with their services to the Fund, and all expenses of meetings
                  of the Trustees or committees thereof;

                            (f) all expenses incidental to holding meetings of
                  Shareholders, including printing and of supplying each
                  record-date Shareholder with notice and proxy solicitation
                  material, and all other proxy solicitation expense;

                            (g) all expenses of printing of annual or more
                  frequent revisions of the Fund's prospectus;

                            (h) all expenses related to preparing, printing and
                  transmitting certificates representing Fund shares;

                            (i) all expenses of bond and insurance coverage
                  required by law or deemed advisable by the Trustees;

                            (j) all brokers' commissions and other normal
                  charges incident to the purchase, sale, or lending of
                  portfolio securities;

                            (k) all taxes and governmental fees payable to
                  Federal, state or other governmental agencies, domestic or
                  foreign, including all stamp or other transfer taxes;

                            (l) all expenses of registering and maintaining the
                  registration of the Fund under the 1940 Act and, to the extent
                  no exemption is available, expenses of registering Fund's
                  shares under the 1933 Act, of qualifying and maintaining
                  qualification of the Fund and of the Fund's shares for sale
                  under securities laws of various states or other jurisdictions
                  and of registration and qualification of the Fund under all
                  other laws applicable to the Fund or its business activities;

                            (m) all interest on indebtedness, if any, incurred
                  by the Fund; and

                            (n) all expenses in connection with the listing and
                  trading of the Fund's shares on a national securities
                  exchange;

                            (o) all expenses in connection with the rating, or
                  proposed rating by any nationally recognized statistical
                  rating organization of any security issues or proposed to be
                  issued by the Fund; and

                            (p) all fees, dues and other expenses incurred by
                  the Fund in connection with membership of the Fund in any
                  trade association or other investment company organization.


<PAGE>   6

                  5. Allocation of Expenses Borne by the Fund. Any expenses
         borne by the Fund that are attributable solely to the organization,
         operation or business of the Fund shall be paid solely out of Fund
         assets. Any expense borne by the Fund which is not solely attributable
         to the Fund, shall be apportioned in such manner as Manager determines
         is fair and appropriate, or as otherwise specified by the Board of
         Trustees.

                  6. Expenses Borne by Manager. Manager at its own expense shall
         furnish all executive and other personnel, office space, and office
         facilities required to render the investment management and
         administrative services set forth in this Agreement.

                  In the event that Manager pays or assumes any expenses of the
         Fund not required to be paid or assumed by Manager under this
         Agreement, Manager shall not be obligated hereby to pay or assume the
         same or similar expense in the future; provided that nothing contained
         herein shall be deemed to relieve Manager of any obligation to the Fund
         under any separate agreement or arrangement between the parties.

                  7. Management Fee. For the services rendered, facilities
         provided, and charges assumed and paid by Manager hereunder, the Fund
         shall pay to Manager out of the assets of the Fund fees at the annual
         rate as set forth in Schedule A to this Agreement. The management fee
         shall accrue on each calendar day, and shall be payable monthly on the
         first business day of the next succeeding calendar month. The daily fee
         accrual shall be computed by multiplying the fraction of one divided by
         the number of days in the calendar year by the applicable annual rate
         of fee, and multiplying this product by the Managed Assets of the Fund,
         as of the close of business on the last preceding business day on which
         the Fund's net asset value was determined. For purposes of calculation
         of the management fee, the Fund's Managed Assets shall mean the daily
         gross asset value of the Fund, minus the sum of (i) the Fund's accrued
         and unpaid dividends on any outstanding preferred shares of beneficial
         interest of the Fund ("Preferred Shares") and (ii) accrued liabilities
         (other than the amount of any borrowings incurred, commercial paper or
         notes issued by the Fund and liquidation preference of any outstanding
         Preferred Shares), using the values determined in the manner
         established by the Trustees.

                  8. Non-Exclusivity. The services of Manager to the Fund
         hereunder are not to be deemed exclusive and Manager shall be free to
         render similar services to others.

                  9. Standard of Care. The Manager shall not be liable for any
         loss sustained by reason of the purchase, sale or retention of any
         security, whether or not such purchase, sale or retention shall have
         been based upon the investigation and research made by any other
         individual, firm or corporation, if such recommendation shall have been
         selected with due care and in good faith, except loss resulting from
         willful misfeasance, bad faith,


                                      -7-
<PAGE>   7


         or gross negligence on the part of the Manager in the performance of
         its obligations and duties, or by reason of its reckless disregard of
         its obligations and duties under this Agreement.

                  10. Amendment. This Agreement may not be amended as to the
         Fund without the affirmative votes (a) of a majority of the Board of
         Trustees, including a majority of those Trustees who are not
         "interested persons" of the Fund or of Manager, voting in person at a
         meeting called for the purpose of voting on such approval, and (b) of a
         "majority of the outstanding shares" of the Fund. The terms "interested
         persons" and "vote of a majority of the outstanding shares" shall be
         construed in accordance with their respective definitions in the 1940
         Act and, with respect to the latter term, in accordance with Rule 18f-2
         under the 1940 Act.

                  11. Effective Date and Termination. This Agreement shall
         become effective as of the effective date for the Fund specified in
         Schedule A hereto. This Agreement may be terminated at any time,
         without payment of any penalty, by the Board of Trustees of the Fund,
         or by a vote of a majority of the outstanding shares, upon at least
         sixty (60) days' written notice to Manager. This Agreement may be
         terminated by Manager at any time upon at least sixty (60) days'
         written notice to the Fund. This Agreement shall terminate
         automatically in the event of its "assignment" (as defined in the 1940
         Act). Unless terminated as hereinbefore provided, this Agreement shall
         continue in effect for an initial period of two (2) years from the
         effective date applicable to the Fund specified in Schedule A and
         thereafter from year to year only so long as such continuance is
         specifically approved with respect to the Fund at least annually (a) by
         a majority of those Trustees who are not interested persons of the Fund
         or of Manager, voting in person at a meeting called for the purpose of
         voting on such approval, and (b) by either the Board of Trustees of the
         Fund or by a "vote of a majority of the outstanding shares" of the
         Fund.

                  12. Ownership of Records; Interparty Reporting. All records
         required to be maintained and preserved by the Fund pursuant to the
         provisions of rules or regulations of the Securities and Exchange
         Commission under Section 31(a) of the 1940 Act or other applicable laws
         or regulations which are maintained and preserved by Manager on behalf
         of the Fund and any other records the parties mutually agree shall be
         maintained by Manager on behalf of the Fund are the property of the
         Fund and shall be surrendered by Manager promptly on request by the
         Fund; provided that Manager may at its own expense make and retain
         copies of any such records.



                                      -8-
<PAGE>   8

                  The Fund shall furnish or otherwise make available to Manager
         such copies of the financial statements, proxy statements, reports, and
         other information relating to the business and affairs of the Fund as
         Manager may, at any time or from time to time, reasonably require in
         order to discharge its obligations under this Agreement.

                  Manager shall prepare and furnish to the Fund statistical data
         and other information in such form and at such intervals as the Fund
         may reasonably request.

                  13. Non-Liability of Trustees and Shareholders. Any obligation
         of the Fund hereunder shall be binding only upon the assets of the Fund
         and shall not be binding upon any Trustee, officer, employee, agent or
         Shareholder of the Fund. Neither the authorization of any action by the
         Trustees or Shareholders of the Fund nor the execution of this
         Agreement on behalf of the Fund shall impose any liability upon any
         Trustee or any Shareholder.

                  14. Use of Manager's Name. The Fund may use the name "Nuveen
         Floating Rate Fund" or any other name derived from the name "Nuveen"
         only for so long as this Agreement or any extension, renewal, or
         amendment hereof remains in effect, including any similar agreement
         with any organization which shall have succeeded to the business of
         Manager as investment adviser. At such time as this Agreement or any
         extension, renewal or amendment hereof, or such other similar agreement
         shall no longer be in effect, the Fund will cease to use any name
         derived from the name "Nuveen" or otherwise connected with Manager, or
         with any organization which shall have succeeded to Manager's business
         as investment adviser.

                  15. References and Headings. In this Agreement and in any such
         amendment, references to this Agreement and all expressions such as
         "herein," "hereof," and "hereunder'" shall be deemed to refer to this
         Agreement as amended or affected by any such amendments. Headings are
         placed herein for convenience of reference only and shall not be taken
         as a part hereof or control or affect the meaning, construction, or
         effect of this Agreement. This Agreement may be executed in any number
         of counterparts, each of which shall be deemed an original.




                                      -8-
<PAGE>   9


Dated: October 19, 1999

                                               NUVEEN SENIOR INCOME FUND



ATTEST                                         BY
                                                 -------------------------------



-----------------------------------
                                               NUVEEN SENIOR LOAN ASSET
                                                 MANAGEMENT INC.


ATTEST                                         BY
                                                 -------------------------------



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





                                      -9-

<PAGE>   10

                           NUVEEN FLOATING RATE FUND
                              MANAGEMENT AGREEMENT


                                   SCHEDULE A

         The Fund subject to this Agreement, the effective date and initial term
is as follows:

           FUND                      EFFECTIVE DATE            INITIAL TERM

    Nuveen Floating Rate Fund      October 29, 1999        Until August 1, 2001



         Compensation pursuant to Section 7 of this Agreement shall be
calculated in accordance with the following schedule applicable to the Managed
Assets of the Fund:



           MANAGED ASSETS                              MANAGEMENT FEE

           Up to $1.0 billion                          .7500 of 1%
           $1.0 billion to $2.0 billion                .7375 of 1%
           $2.0 billion to $5.0 billion                .7250 of 1%
           $5.0 billion to $10.0 billion               .7000 of 1%
           $10.0 billion and over                      .6750 of 1%







<PAGE>   11

                              MANAGEMENT AGREEMENT


                                     BETWEEN


                            NUVEEN FLOATING RATE FUND


                                       AND


                    NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.

         NUVEEN FLOATING RATE FUND, a Massachusetts business trust registered
under the Investment Company Act of 1940 ("1940 Act") as a closed-end management
investment company ("Fund"), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT
INC., a Delaware corporation registered under the Investment Advisers Act of
1940 as an investment adviser, of Chicago, Illinois ("Manager"), to furnish
investment advisory and management services and certain administrative services
with respect to the assets represented by the shares of beneficial interest
issued by the Fund. Fund and Manager hereby agree that:

                    1.      Investment Management Services. Manager shall manage
         the investment operations of the Fund, subject to the terms of this
         Agreement and to the supervision and control of the Fund's Board of
         Trustees ("Trustees"). Manager agrees to perform, or arrange for the
         performance of, the following services with respect to the Fund:

                            (a) obtain and evaluate such information relating to
                  economies, industries, businesses, securities and commodities
                  markets, and individual securities, commodities and indices as
                  it may deem necessary or useful in discharging its
                  responsibilities hereunder;

                            (b) formulate and maintain a continuous investment
                  program in a manner consistent with and subject to (i) the
                  Fund's declaration of trust and by-laws; (ii) the Fund's
                  investment objectives, policies, and restrictions as set forth
                  in written documents furnished by the Fund to Manager; (iii)
                  all securities, commodities, and tax laws and regulations
                  applicable to the Fund; and (iv) any other written limits or
                  directions furnished by the Trustees to Manager;

                            (c) unless otherwise directed by the Trustees, to
                  determine from time to time securities, commodities, interests
                  or other investments to be purchased, sold, retained or lent
                  by the Fund, and to implement those decisions, including the
                  selection of entities with or through which such purchases,
                  sales or loans are to be effected;




<PAGE>   12


                            (d) use reasonable efforts to manage the Fund so
                  that it will qualify as a regulated investment company under
                  subchapter M of the Internal Revenue Code of 1986, as amended;

                            (e) make recommendations as to the manner in which
                  voting rights, rights to consent to Fund action, and any other
                  rights pertaining to the Fund shall be exercised;

                            (f) make available to the Fund promptly upon request
                  all of the Fund's records and ledgers and any reports or
                  information reasonably requested by the Fund;

                            (g) the extent required by law, to furnish to
                  regulatory authorities any information or reports relating to
                  the services provided pursuant to this Agreement;

                            (h) monitor the provisions of the loan agreements
                  and any agreements with respect to participations and
                  assignments and be responsible for recordkeeping with respect
                  to senior loans in the Fund's portfolio;

                            (i) prepare all reports required to be sent to
                  holders of shares of the Fund ("Shareholders"), and arrange
                  for the printing and dissemination of such reports to
                  shareholders;

                            (j) arrange for the dissemination to shareholders of
                  the Fund's proxy materials and oversee the tabulation of
                  proxies;

                            (k) negotiate the terms and conditions under which
                  custodian services will be provided to the Fund and the fees
                  to be paid by the Fund to its custodian (which may or may not
                  be an affiliate of the Fund's investment adviser), in
                  connection therewith;

                            (l) negotiate the terms and conditions under which
                  dividend disbursing services will be provided to the Fund, and
                  the fees to be paid by the Fund in connection therewith and
                  review the provision of dividend disbursing services to the
                  Fund;

                            (m) determine the amounts available for distribution
                  as dividends and distributions to be paid by the Fund to its
                  Shareholders; prepare and arrange for the printing of dividend
                  notices to Shareholders; and provide the Fund's dividend
                  disbursing agent and custodian with such information as is
                  required for such parties to effect the payment of dividends
                  and distributions and to implement the Fund's dividend
                  reinvestment plan;



                                      -2-
<PAGE>   13
                            (n) make such reports and recommendations to the
                  Board as the Board reasonably requests or deems appropriate;
                  and

                            (o) provide shareholder services to holders or
                  potential holders of the Fund's securities including, but not
                  limited to, shareholder requests for information.

                  Except as otherwise instructed from time to time by the
         Trustees, with respect to execution of transactions for the Fund,
         Manager shall place, or arrange for the placement of, all orders for
         purchases, sales, or loans with issuers, brokers, dealers or other
         counterparts or agents selected by Manager. In connection with the
         selection of all such parties for the placement of all such orders,
         Manager shall attempt to obtain most favorable execution and price, but
         may nevertheless in its sole discretion as a secondary factor, purchase
         and sell portfolio securities from and to brokers and dealers who
         provide Manager with statistical, research and other information,
         analysis, advice, and similar services. In recognition of such services
         or brokerage services provided by a broker or dealer, Manager is hereby
         authorized to pay such broker or dealer a commission or spread in
         excess of that which might be charged by another broker or dealer for
         the same transaction if the Manager determines in good faith that the
         commission or spread is reasonable in relation to the value of the
         services so provided.

                  The Fund hereby authorizes any entity or person associated
         with Manager that is a member of a national securities exchange to
         effect any transaction on the exchange for the account of a Fund to the
         extent permitted by and in accordance with Section 11(a) of the
         Securities Exchange Act or 1934 and Rule 11a2-2(T) thereunder. The Fund
         hereby consents to the retention by such entity or person of
         compensation for such transactions in accordance with Rule
         11a-2-2(T)(a)(iv).

                  Manager may, where it deems to be advisable, aggregate orders
         for its other customers together with any securities of the same type
         to be sold or purchased for the Fund in order to obtain best execution
         or lower brokerage commissions. In such event, Manager shall allocate
         the shares so purchased or sold, as well as the expenses incurred in
         the transaction, in a manner it considers to be equitable and fair and
         consistent with its fiduciary obligations to the Fund and Manager's
         other customers.

                  Manager shall for all purposes be deemed to be an independent
         contractor and not an agent of the Fund and shall, unless otherwise
         expressly provided or authorized, have no authority to act for or
         represent the Fund in any way.

                    2. Administrative Services. Subject to the terms of this
         Agreement and to the supervision and control of the Trustees, Manager
         shall provide to the Fund facilities, equipment, statistical and
         research data, clerical, accounting and bookkeeping services,



                                      -3-
<PAGE>   14


         internal auditing and legal services, and personnel to carry out all
         management services required for operation of the business and affairs
         of the Fund other than those services to be performed by the Fund's
         Underwriter pursuant to an Underwriting Agreement, those services to be
         performed by the Fund's Custodian pursuant to a Custody Agreement,
         those services to be performed by the Fund's Transfer Agent pursuant to
         a Transfer Agency Agreement, those services to be provided pursuant to
         a Fund Accounting Agreement and those services normally performed by
         the Fund's counsel and auditors.

                    3. Use of Affiliated Companies and Subcontractors. In
         connection with the services to be provided by Manager under this
         Agreement, Manager may, to the extent it deems appropriate, and subject
         to compliance with the requirements of applicable laws and regulations,
         make use of (i) its affiliated companies and their directors, trustees,
         officers, and employees and (ii) subcontractors selected by Manager,
         provided that Manager shall supervise and remain fully responsible for
         the services of all such third parties in accordance with and to the
         extent provided by this Agreement. All costs and expenses associated
         with services provided by any such third parties shall be borne by
         Manager or such parties.

                    4. Expenses Borne by the Fund. Except to the extent
         expressly assumed by Manager herein or under a separate agreement
         between the Fund and Manager and except to the extent required by law
         to be paid by Manager, Manager shall not be obligated to pay any costs
         or expenses incidental to the organization, operations or business of
         the Fund. Without limitation, costs and expenses for which the Manager
         shall have no obligation shall include but not be limited to:

                            (a) all charges of depositories, custodians and
                  other agencies for the safekeeping and servicing of the Fund's
                  cash, securities, and other property;

                            (b) all charges for equipment or services used for
                  obtaining price quotations or for communication between
                  Manager or Fund and the custodian, transfer agent or any other
                  agent selected by the Fund;

                            (c) all charges for and accounting services provided
                  to the Fund by Manager, or any other provider of such
                  services;

                            (d) all charges for services of the Fund's
                  independent auditors and for services to the Fund by legal
                  counsel;




                                      -4-
<PAGE>   15

                   (e) all compensation of Trustees, other than those
                  affiliated with Manager, all expenses incurred in connection
                  with their services to the Fund, and all expenses of meetings
                  of the Trustees or committees thereof;

                            (f) all expenses incidental to holding meetings of
                  Shareholders, including printing and of supplying each
                  record-date Shareholder with notice and proxy solicitation
                  material, and all other proxy solicitation expense;

                            (g) all expenses of printing of annual or more
                  frequent revisions of the Fund's prospectus;

                            (h) all expenses related to preparing, printing and
                  transmitting certificates representing Fund shares;

                            (i) all expenses of bond and insurance coverage
                  required by law or deemed advisable by the Trustees;

                            (j) all brokers' commissions and other normal
                  charges incident to the purchase, sale, or lending of
                  portfolio securities;

                            (k) all taxes and governmental fees payable to
                  Federal, state or other governmental agencies, domestic or
                  foreign, including all stamp or other transfer taxes;

                            (l) all expenses of registering and maintaining the
                  registration of the Fund under the 1940 Act and, to the extent
                  no exemption is available, expenses of registering the Fund's
                  shares under the 1933 Act, of qualifying and maintaining
                  qualification of the Fund and of the Fund's shares for sale
                  under securities laws of various states or other jurisdictions
                  and of registration and qualification of the Fund under all
                  other laws applicable to the Fund or its business activities;

                            (m) all interest on indebtedness, if any, incurred
                  by the Fund; and

                            (n) all expenses incurred in making periodic
                  repurchase offers for Fund shares, pursuant to Rule 23c-3
                  under the 1940 Act or otherwise, and in effectuating
                  repurchases pursuant to any such offer; and

                            (o) all fees, dues and other expenses incurred by
                  the Fund in connection with membership of the Fund in any
                  trade association or other investment company organization.




                                      -5-
<PAGE>   16
                    5. Allocation of Expenses Borne by the Fund. Any expenses
         borne by the Fund that are attributable solely to the organization,
         operation or business of the Fund shall be paid solely out of Fund
         assets. Any expense borne by the Fund which is not solely attributable
         to the Fund, shall be apportioned in such manner as Manager determines
         is fair and appropriate, or as otherwise specified by the Board of
         Trustees.

                    6. Expenses Borne by Manager. Manager at its own expense
         shall furnish all executive and other personnel, office space, and
         office facilities required to render the investment management and
         administrative services set forth in this Agreement.

                  In the event that Manager pays or assumes any expenses of the
         Fund not required to be paid or assumed by Manager under this
         Agreement, Manager shall not be obligated hereby to pay or assume the
         same or similar expense in the future; provided that nothing contained
         herein shall be deemed to relieve Manager of any obligation to the Fund
         under any separate agreement or arrangement between the parties.

                    7. Management Fee. For the services rendered, facilities
         provided, and charges assumed and paid by Manager hereunder, the Fund
         shall pay to Manager out of the assets of the Fund fees at the annual
         rate as set forth in Schedule A to this Agreement. The management fee
         shall accrue on each calendar day, and shall be payable monthly on the
         first business day of the next succeeding calendar month. The daily fee
         accrual shall be computed by multiplying the fraction of one divided by
         the number of days in the calendar year by the applicable annual rate
         of fee, and multiplying this product by the Managed Assets of the Fund,
         as of the close of business on the last preceding business day on which
         the Fund's net asset value was determined. For purposes of calculation
         of the management fee, the Fund's Managed Assets shall mean the daily
         gross asset value of the Fund, minus the sum of (i) the Fund's accrued
         and unpaid dividends on any outstanding preferred shares of beneficial
         interest of the Fund ("Preferred Shares") and (ii) accrued liabilities
         (other than the amount of any borrowings incurred, commercial paper or
         notes issued by the Fund and liquidation preference of any outstanding
         Preferred Shares), using the values determined in the manner
         established by the Trustees.

                    8. Non-Exclusivity. The services of Manager to the Fund
         hereunder are not to be deemed exclusive and Manager shall be free to
         render similar services to others.

                    9. Standard of Care. The Manager shall not be liable for any
         loss sustained by reason of the purchase, sale or retention of any
         security, whether or not such purchase, sale or retention shall have
         been based upon the investigation and research made by any other
         individual, firm or corporation, if such recommendation shall have been
         selected with due care and in good faith, except loss resulting from
         willful misfeasance, bad faith,



                                      -6-
<PAGE>   17


         or gross negligence on the part of the Manager in the performance of
         its obligations and duties, or by reason of its reckless disregard of
         its obligations and duties under this Agreement.

                   10. Amendment. This Agreement may not be amended as to the
         Fund without the affirmative votes (a) of a majority of the Board of
         Trustees, including a majority of those Trustees who are not
         "interested persons" of the Fund or of Manager, voting in person at a
         meeting called for the purpose of voting on such approval, and (b) of a
         "majority of the outstanding shares" of the Fund. The terms "interested
         persons" and "vote of a majority of the outstanding shares" shall be
         construed in accordance with their respective definitions in the 1940
         Act and, with respect to the latter term, in accordance with Rule 18f-2
         under the 1940 Act.

                   11. Effective Date and Termination. This Agreement shall
         become effective as of the effective date for the Fund specified in
         Schedule A hereto. This Agreement may be terminated at any time,
         without payment of any penalty, by the Board of Trustees of the Fund,
         or by a vote of a majority of the outstanding shares, upon at least
         sixty (60) days' written notice to Manager. This Agreement may be
         terminated by Manager at any time upon at least sixty (60) days'
         written notice to the Fund. This Agreement shall terminate
         automatically in the event of its "assignment" (as defined in the 1940
         Act). Unless terminated as hereinbefore provided, this Agreement shall
         continue in effect for an initial period of two (2) years from the
         effective date applicable to the Fund specified in Schedule A and
         thereafter from year to year only so long as such continuance is
         specifically approved with respect to the Fund at least annually (a) by
         a majority of those Trustees who are not interested persons of the Fund
         or of Manager, voting in person at a meeting called for the purpose of
         voting on such approval, and (b) by either the Board of Trustees of the
         Fund or by a "vote of a majority of the outstanding shares" of the
         Fund.

                   12. Ownership of Records; Interparty Reporting. All records
         required to be maintained and preserved by the Fund pursuant to the
         provisions of rules or regulations of the Securities and Exchange
         Commission under Section 31(a) of the 1940 Act or other applicable laws
         or regulations which are maintained and preserved by Manager on behalf
         of the Fund and any other records the parties mutually agree shall be
         maintained by Manager on behalf of the Fund are the property of the
         Fund and shall be surrendered by Manager promptly on request by the
         Fund; provided that Manager may at its own expense make and retain
         copies of any such records.




                                      -7-
<PAGE>   18

                  The Fund shall furnish or otherwise make available to Manager
         such copies of the financial statements, proxy statements, reports, and
         other information relating to the business and affairs of the Fund as
         Manager may, at any time or from time to time, reasonably require in
         order to discharge its obligations under this Agreement.

                  Manager shall prepare and furnish to the Fund statistical data
         and other information in such form and at such intervals as the Fund
         may reasonably request.

                   13. Non-Liability of Trustees and Shareholders. Any
         obligation of the Fund hereunder shall be binding only upon the assets
         of the Fund and shall not be binding upon any Trustee, officer,
         employee, agent or Shareholder of the Fund. Neither the authorization
         of any action by the Trustees or Shareholders of the Fund nor the
         execution of this Agreement on behalf of the Fund shall impose any
         liability upon any Trustee or any Shareholder.

                   14. Use of Manager's Name. The Fund may use the name "Nuveen
         Floating Rate Fund" or any other name derived from the name "Nuveen"
         only for so long as this Agreement or any extension, renewal, or
         amendment hereof remains in effect, including any similar agreement
         with any organization which shall have succeeded to the business of
         Manager as investment adviser. At such time as this Agreement or any
         extension, renewal or amendment hereof, or such other similar agreement
         shall no longer be in effect, the Fund will cease to use any name
         derived from the name "Nuveen" or otherwise connected with Manager, or
         with any organization which shall have succeeded to Manager's business
         as investment adviser.

                   15. References and Headings. In this Agreement and in any
         such amendment, references to this Agreement and all expressions such
         as "herein," "hereof," and "hereunder'" shall be deemed to refer to
         this Agreement as amended or affected by any such amendments. Headings
         are placed herein for convenience of reference only and shall not be
         taken as a part hereof or control or affect the meaning, construction,
         or effect of this Agreement. This Agreement may be executed in any
         number of counterparts, each of which shall be deemed an original.



                                      -8-
<PAGE>   19

Dated: October 28, 1999
                                                  NUVEEN FLOATING RATE FUND


ATTEST                                            BY
                                                    ----------------------------


----------------------------
                                                  NUVEEN SENIOR LOAN ASSET
                                                  MANAGEMENT INC.


ATTEST                                            BY
                                                    ----------------------------


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







                                      -9-
<PAGE>   20

                            NUVEEN FLOATING RATE FUND
                              MANAGEMENT AGREEMENT


                                   SCHEDULE A

         The Fund subject to this Agreement, the effective date and initial term
is as follows:

                  FUND                  EFFECTIVE DATE         INITIAL TERM

         Nuveen Floating Rate Fund     October 28, 1999     Until August 1, 2001



         Compensation pursuant to Section 7 of this Agreement shall be
calculated in accordance with the following schedule applicable to the Managed
Assets of the Fund:



                  MANAGED ASSETS                          MANAGEMENT FEE

                  Up to $1.0 billion                       .7500 of 1%
                  $1.0 billion to $2.0 billion             .7375 of 1%
                  $2.0 billion to $5.0 billion             .7250 of 1%
                  $5.0 billion to $10.0 billion            .7000 of 1%
                  $10.0 billion and over                   .6750 of 1%