Common use of References and Headings Clause in Contracts

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. Dated: October 19, 1999 NUVEEN SENIOR INCOME FUND ATTEST BY ------------------------------- ----------------------------------- NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. ATTEST BY ------------------------------- ----------------------------------- 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% 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:

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. Dated: October 19July 26, 1999 NUVEEN SENIOR INCOME FUND ATTEST BY ------------------------------- ----------------------------------- NUVEEN SENIOR LOAN ASSET MANAGEMENT INC2005 Nuveen Investment Trust II Attest By /s/ ▇▇▇▇▇▇▇ ▇. ATTEST BY ------------------------------- ----------------------------------- NUVEEN FLOATING RATE FUND MANAGEMENT AGREEMENT SCHEDULE ▇▇▇▇▇▇▇ -------------------------- Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ ---------------------- Nuveen Asset Management Attest By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ --------------------------- Managing Director /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ---------------------- Nuveen Investment Trust II Management Agreement Schedule A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM Nuveen Floating Rate ▇▇▇▇▇▇▇▇▇▇▇ Growth Fund October 29July 28, 1999 2005 Until August 1, 2001 2006 Nuveen NWQ International Value Fund July 28, 2005 Until August 1, 2006 Nuveen Investment Trust II Management Agreement Schedule B a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up Each Fund's Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: Average Total Daily Net Assets Rate Rate ------------------------------ ------------------------- ------------------------ Nuveen ▇▇▇▇▇▇▇▇▇▇▇ Growth Nuveen NWQ International Fund Value Fund For the first $1.0 125 million .6500% .8500% For the first $125 million .6375% .8375% For the next $250 million .6250% .8250% For the next $500 million .6125% .8125% For the next $1 billion .7500 .6000% .8000% Over $2 billion .5750% .7750% a. The Complex-Level Fee shall be calculated by reference to the daily net assets of 1% $1.0 billion the Eligible Funds, as defined in section 2 below (with such daily net assets to $2.0 billion .7375 include, in the case of 1% $2.0 billion Eligible Funds whose advisory fees are calculated by reference to $5.0 billion .7250 of 1% $5.0 billion net assets that include net assets attributable to $10.0 billion .7000 of 1% $10.0 billion and over .6750 of 1% MANAGEMENT AGREEMENT BETWEEN NUVEEN FLOATING RATE FUND AND NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. NUVEEN FLOATING RATE FUNDpreferred stock issued by or borrowings by the fund, a Massachusetts business trust registered under the Investment Company Act of 1940 such leveraging net assets) ("1940 Act") as a closedComplex-end management investment company ("FundLevel Assets"), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.pursuant to the following annual fee schedule: Complex-Level Assets Annual Fee -------------------- ---------- First $55 billion .2000% Next $1 billion .1800% Next $1 billion .1600% Next $3 billion .1425% Next $3 billion .1325% Next $3 billion .1250% Next $5 billion .1200% Next $5 billion .1175% Next $15 billion .1150% With respect to Complex-Level Assets over $91 billion, a Delaware corporation registered under both the Investment Advisers Act Fund (via its Board of 1940 as an investment adviserTrustees) and the Adviser intend that the parties will meet, of Chicago, Illinois ("Manager")prior to the time when Complex-Assets reach that level, to furnish investment advisory consider and management services and certain administrative services with respect negotiate the fee rate or rates that will apply to such assets. The parties agree that, in the unlikely event that Complex-Wide Assets reach $91 billion prior to the assets represented by parties reaching an agreement as to the shares of beneficial interest issued by Complex-Level Fee rate or rates to be applied to such assets, the Fund. Fund and Manager hereby Complex-Level Fee rate for such Complex-Level Assets shall be .1400% until such time as the parties agree that:to a different rate or rates.

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. Dated: October 19November 13, 1999 2007 NUVEEN SENIOR INCOME FUND INVESTMENT TRUST II ATTEST BY ------------------------------- ----------------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President /s/ ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. ATTEST BY ------------------------------- ----------------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NUVEEN FLOATING RATE FUND INVESTMENT TRUST II MANAGEMENT AGREEMENT SCHEDULE A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM Nuveen Floating Rate ▇▇▇▇▇▇▇▇▇▇▇ Growth Fund October 29November 13, 1999 2007 Until August 1, 2001 2008 Nuveen Santa ▇▇▇▇▇▇▇ Growth Fund November 13, 2007 Until August 1, 2008 Nuveen Santa ▇▇▇▇▇▇▇ Growth Opportunities Fund November 13, 2007 Until August 1, 2008 Nuveen Santa ▇▇▇▇▇▇▇ Dividend Growth Fund November 13, 2007 Until August 1, 2008 Nuveen Symphony All-Cap Core Fund November 13, 2007 Until August 1, 2008 Nuveen Symphony Large-Cap Value Fund November 13, 2007 Until August 1, 2008 Nuveen Symphony Small-Mid Cap Core Fund November 13, 2007 Until August 1, 2008 Nuveen Symphony Mid-Cap Core Fund November 13, 2007 Until August 1, 2008 Nuveen Symphony Large-Cap Growth Fund November 13, 2007 Until August 1, 2008 Nuveen Tradewinds Global Resources Fund November 13, 2007 Until August 1, 2008 Nuveen Symphony Optimized Alpha Fund November 13, 2007 Until August 1, 2008 NUVEEN INVESTMENT TRUST II MANAGEMENT AGREEMENT SCHEDULE B AMENDED AS OF NOVEMBER 13, 2007 a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up Each Fund’s Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. Certain Funds are subject to expense limitations as described in this Schedule. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: For the first $1.0 125 million .6500 % .7000 % .8000 % .6000 % For the first $125 million .6375 % .6875 % .7875 % .5875 % For the next $250 million .6250 % .6750 % .7750 % .5750 % For the next $500 million .6125 % .6625 % .7625 % .5625 % For the next $1 billion .6000 % .6500 % .7500 % .5500 % Over $2 billion .5750 % .6250 % .7250 % .5250 % For the first $125 million .7000 % .7000 % .8000 % .6000 % For the first $125 million .6875 % .6875 % .7875 % .5875 % For the next $250 million .6750 % .6750 % .7750 % .5750 % For the next $500 million .6625 % .6625 % .7625 % .5625 % For the next $1 billion .6500 % .6500 % .7500 % .5500 % Over $2 billion .6250 % .6250 % .7250 % .5250 % For the first $125 million .8000 % .6500 % .7500 % For the first $125 million .7875 % .6375 % .7375 % For the next $250 million .7750 % .6250 % .7250 % For the next $500 million .7625 % .6125 % .7125 % For the next $1 billion .7500 of 1% .6000 % .7000 % Over $1.0 billion to $2.0 billion .7375 of 1% $2.0 billion to $5.0 2 billion .7250 % .5750 % .6750 % c. Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding 12b-1 distribution and service fees and extraordinary expenses) from exceeding the percentage of 1% $5.0 billion the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to $10.0 billion .7000 of 1% $10.0 billion and over .6750 of 1% 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") possible further reductions as a result of reductions in the complex-level fee component of the management fee. Nuveen Santa ▇▇▇▇▇▇▇ Growth Opportunities Fund 1.50 % Nuveen Santa ▇▇▇▇▇▇▇ Growth Fund 1.40 % Nuveen Santa ▇▇▇▇▇▇▇ Dividend Growth Fund 1.30 % Nuveen Symphony All-Cap Core Fund 1.40 % Nuveen Symphony Mid-Cap Core Fund 1.40 % Nuveen Symphony Small-Mid Cap Core Fund 1.50 % Nuveen Symphony Large-Cap Value Fund 1.30 % Nuveen Tradewinds Global Resources Fund 1.55 % Nuveen Symphony Large-Cap Growth Fund 1.35 % Nuveen Symphony Optimized Alpha Fund 1.45 % d. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule: 55,000 0.2000 56,000 0.1996 57,000 0.1989 60,000 0.1961 63,000 0.1931 66,000 0.1900 71,000 0.1851 76,000 0.1806 80,000 0.1773 91,000 0.1691 125,000 0.1599 200,000 0.1505 250,000 0.1469 300,000 0.1445 e. “Eligible Funds”, for purposes of the Agreement as so amended, shall mean all Nuveen-branded closed-end management and open-end registered investment company companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either ("Fund"a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the advisor’s parent), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.or (b) Nuveen Investments, a Delaware corporation registered Inc. or its affiliates acquire the fund’s adviser’s rights under the Investment Advisers Act management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on a case-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of 1940 as an investment adviserEligible Funds and, of Chicagoif so, Illinois ("Manager"), to furnish investment advisory and management services and certain administrative services with respect whether there would be a basis for any adjustments to the assets represented by the shares of beneficial interest issued by the Fund. Fund and Manager hereby agree that:complex-level breakpoints.

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. Dated: October 19November 13, 1999 2007 NUVEEN SENIOR INCOME FUND INVESTMENT TRUST ATTEST BY ------------------------------- ----------------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President /s/ ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. ATTEST BY ------------------------------- ----------------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Director /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ NUVEEN FLOATING RATE FUND INVESTMENT TRUST MANAGEMENT AGREEMENT SCHEDULE A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM Nuveen Floating Rate Large-Cap Value Fund October 29November 13, 1999 2007 Until August 1, 2001 2008 Nuveen Balanced Stock and Bond Fund November 13, 2007 Until August 1, 2008 Nuveen Balanced Municipal and Stock Fund November 13, 2007 Until August 1, 2008 Nuveen NWQ Small-Cap Value Fund November 13, 2007 Until August 1, 2008 Nuveen Global Value Fund November 13, 2007 Until August 1, 2008 Nuveen NWQ Large-Cap Value Fund November 13, 2007 Until August 1, 2008 Nuveen NWQ Small/Mid-Cap Value Fund November 13, 2007 Until August 1, 2008 NUVEEN INVESTMENT TRUST MANAGEMENT AGREEMENT SCHEDULE B a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up Each Fund’s Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: For the first $1.0 125 million .6500 % .5500 % .5500 % For the next $125 million .6375 % .5375 % .5375 % For the next $250 million .6250 % .5250 % .5250 % For the next $500 million .6125 % .5125 % .5125 % For the next $1 billion .6000 % .5000 % .5000 % Over $2 billion .5750 % .4750 % .4750 % For the first $125 million .8000 % .8000 % For the next $125 million .7875 % .7875 % For the next $250 million .7750 % .7750 % For the next $500 million .7625 % .7625 % For the next $1 billion .7500 of 1% .7500 % Over $1.0 billion to $2.0 billion .7375 of 1% $2.0 billion to $5.0 2 billion .7250 of 1% .7250 % For the first $5.0 billion to 125 million .7500 % .6500 % For the next $10.0 125 million .7375 % .6375 % For the next $250 million .7250 % .6250 % For the next $500 million .7125 % .6125 % For the next $1 billion .7000 % .6000 % Over $2 billion .6750 % .5750 % c. Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding 12b-1 distribution and service fees and extraordinary expenses) from exceeding the percentage of 1% $10.0 billion and over .6750 the average daily net assets of 1% MANAGEMENT AGREEMENT BETWEEN NUVEEN FLOATING RATE FUND AND NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. NUVEEN FLOATING RATE FUNDany class of fund shares of each Fund as shown on the table below, a Massachusetts business trust registered under the Investment Company Act of 1940 ("1940 Act") subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee. Nuveen Global Value Fund 1.55 % Nuveen NWQ Small-Cap Value Fund 1.40 % Nuveen NWQ Large-Cap Value Fund 1.45 % Nuveen NWQ Small/Mid-Cap Value Fund 1.45 % a. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule: 55,000 0.2000 56,000 0.1996 57,000 0.1989 60,000 0.1961 63,000 0.1931 66,000 0.1900 71,000 0.1851 76,000 0.1806 80,000 0.1773 91,000 0.1691 125,000 0.1599 200,000 0.1505 250,000 0.1469 300,000 0.1445 b. “Eligible Funds”, for purposes of the Agreement as so amended, shall mean all Nuveen-branded closed-end management and open-end registered investment company companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either ("Fund"a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the advisor’s parent), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.or (b) Nuveen Investments, a Delaware corporation registered Inc. or its affiliates acquire the fund’s adviser’s rights under the Investment Advisers Act management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on a case-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of 1940 as an investment adviserEligible Funds and, of Chicagoif so, Illinois ("Manager"), to furnish investment advisory and management services and certain administrative services with respect whether there would be a basis for any adjustments to the assets represented by the shares of beneficial interest issued by the Fund. Fund and Manager hereby agree that:complex-level breakpoints.

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. Dated: October 19July 26, 1999 2005 NUVEEN SENIOR INCOME FUND INVESTMENT TRUST III ATTEST BY ------------------------------- ----------------------------------- By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------- Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ ------------------------- NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. ATTEST BY ------------------------------- ----------------------------------- By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ --------------------------- Managing Director /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ------------------------- NUVEEN FLOATING RATE FUND INVESTMENT TRUST III MANAGEMENT AGREEMENT SCHEDULE A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM ---- -------------- ------------------------ Nuveen Floating Rate Core Bond Fund October 29July 28, 1999 2005 Until August 1, 2001 2006 Nuveen High Yield Bond Fund July 28, 2005 Until August 1, 2006 Nuveen Short Duration Bond Fund July 28, 2005 Until August 1, 2006 NUVEEN INVESTMENT TRUST III MANAGEMENT AGREEMENT SCHEDULE B a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up Each Fund's Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: Rate Rate Rate ---------------- ----------- ------------- Nuveen High Nuveen Short Nuveen Core Bond Yield Bond Duration Bond Average Total Daily Net Assets Fund Fund Fund ------------------------------ ---------------- ----------- ------------- For the first $1.0 125 million .4500% .5500% .3500% For the first $125 million .4375% .5375% .3375% For the next $250 million .4250% .5250% .3250% For the next $500 million .4125% .5125% .3125% For the next $1 billion .7500 .4000% .5000% .3000% Over $2 billion .3750% .4750% .2750% a. The Complex-Level Fee shall be calculated by reference to the daily net assets of 1% $1.0 billion the Eligible Funds, as defined in section 2 below (with such daily net assets to $2.0 billion .7375 include, in the case of 1% $2.0 billion Eligible Funds whose advisory fees are calculated by reference to $5.0 billion .7250 of 1% $5.0 billion net assets that include net assets attributable to $10.0 billion .7000 of 1% $10.0 billion and over .6750 of 1% MANAGEMENT AGREEMENT BETWEEN NUVEEN FLOATING RATE FUND AND NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. NUVEEN FLOATING RATE FUNDpreferred stock issued by or borrowings by the fund, a Massachusetts business trust registered under the Investment Company Act of 1940 such leveraging net assets) ("1940 Act") as a closedComplex-end management investment company ("FundLevel Assets"), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.pursuant to the following annual fee schedule: Complex-Level Assets Annual Fee -------------------- ---------- First $55 billion .2000% Next $1 billion .1800% Next $1 billion .1600% Next $3 billion .1425% Next $3 billion .1325% Next $3 billion .1250% Next $5 billion .1200% Next $5 billion .1175% Next $15 billion .1150% With respect to Complex-Level Assets over $91 billion, a Delaware corporation registered under both the Investment Advisers Act Fund (via its Board of 1940 as an investment adviserTrustees) and the Adviser intend that the parties will meet, of Chicago, Illinois ("Manager")prior to the time when Complex-Assets reach that level, to furnish investment advisory consider and management services and certain administrative services with respect negotiate the fee rate or rates that will apply to such assets. The parties agree that, in the unlikely event that Complex-Wide Assets reach $91 billion prior to the assets represented by parties reaching an agreement as to the shares of beneficial interest issued by Complex-Level Fee rate or rates to be applied to such assets, the Fund. Fund and Manager hereby Complex-Level Fee rate for such Complex-Level Assets shall be .1400% until such time as the parties agree that:to a different rate or rates.

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. Dated: October 19April 28, 1999 NUVEEN SENIOR INCOME FUND ATTEST BY ------------------------------- ----------------------------------- NUVEEN SENIOR LOAN ASSET MANAGEMENT INC2006 Nuveen Investment Trust III Attest By /s/ ▇▇▇▇▇▇▇ ▇. ATTEST BY ------------------------------- ----------------------------------- NUVEEN FLOATING RATE FUND MANAGEMENT AGREEMENT SCHEDULE ▇▇▇▇▇▇▇ ---------------------------------- Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ -------------------------------- Nuveen Asset Management Attest By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ---------------------------------- Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------- Nuveen Investment Trust III Management Agreement Schedule A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM ---- ------------------------ -------------------- Nuveen Floating Rate Core Bond Fund October 29May 1, 1999 2006 Until August 1, 2001 2006 Nuveen High Yield Bond Fund May 1, 2006 Until August 1, 2006 Nuveen Short Duration Bond Fund May 1, 2006 Until August 1, 2006 Nuveen Investment Trust III Management Agreement Schedule B a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up to $1.0 billion .7500 Each Fund's Management Fee will equal the sum 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 a Fund-Level Fee and over .6750 of 1% MANAGEMENT AGREEMENT BETWEEN NUVEEN FLOATING RATE FUND AND NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. NUVEEN FLOATING RATE FUND, a Massachusetts business trust registered under Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying 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 following annual rate to the average total daily net assets represented by the shares of beneficial interest issued by the Fund. Fund and Manager hereby agree that:

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. Dated: October 19July 26, 1999 NUVEEN SENIOR INCOME FUND ATTEST BY ------------------------------- ----------------------------------- NUVEEN SENIOR LOAN ASSET MANAGEMENT INC2005 Nuveen Investment Trust II Attest By /s/ ▇▇▇▇▇▇▇ ▇. ATTEST BY ------------------------------- ----------------------------------- NUVEEN FLOATING RATE FUND MANAGEMENT AGREEMENT SCHEDULE ▇▇▇▇▇▇▇ --------------------------------- Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ ---------------------------------- Nuveen Asset Management Attest By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ --------------------------------- Managing Director /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------------- Nuveen Investment Trust II Management Agreement Schedule A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM ---- -------------- ---------------------- Nuveen Floating Rate ▇▇▇▇▇▇▇▇▇▇▇ Growth Fund October 29July 28, 1999 2005 Until August 1, 2001 2006 Nuveen NWQ International Value Fund July 28, 2005 Until August 1, 2006 Nuveen NWQ Global All-Cap Fund Until August 1, [2006] Nuveen Santa ▇▇▇▇▇▇▇ Growth Fund Until August 1, [2006] Nuveen Santa ▇▇▇▇▇▇▇ Growth Until August 1, [2006] Opportunities Fund Nuveen Santa ▇▇▇▇▇▇▇ Dividend Growth Fund Until August 1, [2006] Nuveen Investment Trust II Management Agreement Schedule B a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up Each Fund's Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. Certain Funds are subject 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% MANAGEMENT AGREEMENT BETWEEN NUVEEN FLOATING RATE FUND AND NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. NUVEEN FLOATING RATE FUND, a Massachusetts business trust registered under expense limitations as described in this Schedule. b. The Fund-Level Fee for each Fund shall be computed by applying 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 following annual rate to the average total daily net assets represented by the shares of beneficial interest issued by the Fund. Fund and Manager hereby agree that:

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. Dated: October 19December 3, 1999 NUVEEN SENIOR INCOME FUND ATTEST 2004 Nuveen Investment Trust III Attest BY ------------------------------- ----------------------------------- NUVEEN SENIOR LOAN ASSET MANAGEMENT INC/S/ ▇▇▇▇▇▇▇ ▇. ATTEST ▇▇▇▇▇▇▇ ------------------------------------- Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ ---------------------------- Nuveen Asset Management Inc. Attest BY ------------------------------- ----------------------------------- NUVEEN FLOATING RATE FUND MANAGEMENT AGREEMENT SCHEDULE /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------- Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------- Nuveen Investment Trust III Management Agreement Schedule A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM Nuveen Floating Rate Core Bond Fund October 29December 1, 1999 2004 Until August 1, 2001 2005 Nuveen High Yield Bond Fund December 1, 2004 Until August 1, 2005 Nuveen Short Duration Bond Fund December 1, 2004 Until August 1, 2005 Nuveen Investment Trust III Management Agreement Schedule B a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up Each Fund's Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: Average Total Daily Net Assets Rate Rate Rate ------------------------------ ---- ---- ---- Nuveen Core Nuveen High Nuveen Short Bond Fund Yield Bond Duration Bond Fund Fund For the first $1.0 125 million .4500% .5500% .3500% For the first $125 million .4375% .5375% .3375% For the next $250 million .4250% .5250% .3250% For the next $500 million .4125% .5125% .3125% For the next $1 billion .7500 .4000% .5000% .3000% Over $2 billion .3750% .4750% .2750% a. The Complex-Level Fee shall be calculated by reference to the daily net assets of 1% $1.0 billion the Eligible Funds, as defined in section 2 below (with such daily net assets to $2.0 billion .7375 include, in the case of 1% $2.0 billion Eligible Funds whose advisory fees are calculated by reference to $5.0 billion .7250 of 1% $5.0 billion net assets that include net assets attributable to $10.0 billion .7000 of 1% $10.0 billion and over .6750 of 1% MANAGEMENT AGREEMENT BETWEEN NUVEEN FLOATING RATE FUND AND NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. NUVEEN FLOATING RATE FUNDpreferred stock issued by or borrowings by the fund, a Massachusetts business trust registered under the Investment Company Act of 1940 such leveraging net assets) ("1940 Act") as a closedComplex-end management investment company ("FundLevel Assets"), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.pursuant to the following annual fee schedule: Complex-Level Assets Annual Fee -------------------- ---------- First $55 billion .2000% Next $1 billion .1800% Next $1 billion .1600% Next $3 billion .1425% Next $3 billion .1325% Next $3 billion .1250% Next $5 billion .1200% Next $5 billion .1175% Next $15 billion .1150% With respect to Complex-Level Assets over $91 billion, a Delaware corporation registered under both the Investment Advisers Act Fund (via its Board of 1940 as an investment adviserTrustees) and the Adviser intend that the parties will meet, of Chicago, Illinois ("Manager")prior to the time when Complex-Assets reach that level, to furnish investment advisory consider and management services and certain administrative services with respect negotiate the fee rate or rates that will apply to such assets. The parties agree that, in the unlikely event that Complex-Wide Assets reach $91 billion prior to the assets represented by parties reaching an agreement as to the shares of beneficial interest issued by Complex-Level Fee rate or rates to be applied to such assets, the Fund. Fund and Manager hereby Complex-Level Fee rate for such Complex-Level Assets shall be ..1400% until such time as the parties agree that:to a different rate or rates.

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. Dated: October 19July 26, 1999 NUVEEN SENIOR INCOME FUND ATTEST BY ------------------------------- ----------------------------------- NUVEEN SENIOR LOAN ASSET MANAGEMENT INC2005 Nuveen Investment Trust Attest By /s/ ▇▇▇▇▇▇▇ ▇. ATTEST BY ------------------------------- ----------------------------------- NUVEEN FLOATING RATE FUND MANAGEMENT AGREEMENT SCHEDULE ▇▇▇▇▇▇▇ -------------------------------- Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ ----------------------------- Nuveen Asset Management Attest By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ -------------------------------- Managing Director /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ----------------------------- Nuveen Investment Trust Management Agreement Schedule A The Fund Funds of the Trust currently subject to this Agreement, Agreement and the effective date and initial term is of each are as follows: FUND EFFECTIVE DATE INITIAL TERM Nuveen Floating Rate Large-Cap Value Fund October 29July 28, 1999 2005 Until August 1, 2001 2006 Nuveen Balanced Stock and Bond Fund July 28, 2005 Until August 1, 2006 Nuveen Balanced Municipal and Stock Fund July 28, 2005 Until August 1, 2006 Nuveen NWQ Multi-Cap Value Fund July 28, 2005 Until August 1, 2006 Nuveen NWQ Small-Cap Value Fund July 28, 2005 Until August 1, 2006 Nuveen NWQ Global Value Fund July 28, 2005 Until August 1, 2006 Nuveen NWQ Value Opportunities Fund July 28, 2005 Until August 1, 2006 Nuveen Investment Trust Management Agreement Schedule B a. Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the Managed Assets average daily net assets of the Fund: MANAGED ASSETS MANAGEMENT FEE Up Each Fund's Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: Average Total Daily Net Assets Rate Rate Rate Rate ------------------------------ ---- ---- ---- ---- Nuveen Nuveen Balanced Nuveen NWQ Nuveen Large- Balanced Stock Municipal and Multi-Cap Cap Value Fund and Bond Fund Stock Fund Value Fund -------------- -------------- --------------- ----------- For the first $1.0 125 million .6500% .5500% .5500% .6500% For the first $125 million .6375% .5375% .5375% .6375% For the next $250 million .6250% .5250% .5250% .6250% For the next $500 million .6125% .5125% .5125% .6125% For the next $1 billion .7500 .6000% .5000% .5000% .6000% Over $2 billion .5750% .4750% .4750% .5750% Average Total Daily Net Assets Rate Rate Rate ------------------------------ ---- ---- ---- Nuveen NWQ Small-Cap Nuveen NWQ Global Nuveen NWQ Value Value Fund Value Fund Opportunities Fund -------------------- ----------------- ------------------ For the first $125 million .8000% .8000% .8000% For the first $125 million .7875% .7875% .7875% For the next $250 million .7750% .7750% .7750% For the next $500 million .7625% .7625% .7625% For the next $1 billion .7500% .7500% .7500% Over $2 billion .7250% .7250% .7250% a. The Complex-Level Fee shall be calculated by reference to the daily net assets of 1% $1.0 billion the Eligible Funds, as defined below (with such daily net assets to $2.0 billion .7375 include, in the case of 1% $2.0 billion Eligible Funds whose advisory fees are calculated by reference to $5.0 billion .7250 of 1% $5.0 billion net assets that include net assets attributable to $10.0 billion .7000 of 1% $10.0 billion and over .6750 of 1% MANAGEMENT AGREEMENT BETWEEN NUVEEN FLOATING RATE FUND AND NUVEEN SENIOR LOAN ASSET MANAGEMENT INC. NUVEEN FLOATING RATE FUNDpreferred stock issued by or borrowings by the fund, a Massachusetts business trust registered under the Investment Company Act of 1940 such leveraging net assets) ("1940 Act") as a closedComplex-end management investment company ("FundLevel Assets"), hereby appoints NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.pursuant to the following annual fee schedule: Complex-Level Assets Annual Fee -------------------- ---------- First $55 billion .2000% Next $1 billion .1800% Next $1 billion .1600% Next $3 billion .1425% Next $3 billion .1325% Next $3 billion .1250% Next $5 billion .1200% Next $5 billion .1175% Next $15 billion .1150% With respect to Complex-Level Assets over $91 billion, a Delaware corporation registered under both the Investment Advisers Act Fund (via its Board of 1940 as an investment adviserTrustees) and the Adviser intend that the parties will meet, of Chicago, Illinois ("Manager")prior to the time when Complex-Assets reach that level, to furnish investment advisory consider and management services and certain administrative services with respect negotiate the fee rate or rates that will apply to such assets. The parties agree that, in the unlikely event that Complex-Wide Assets reach $91 billion prior to the assets represented by parties reaching an agreement as to the shares of beneficial interest issued by Complex-Level Fee rate or rates to be applied to such assets, the Fund. Fund and Manager hereby Complex-Level Fee rate for such Complex-Level Assets shall be .1400% until such time as the parties agree that:to a different rate or rates.