10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission file number 1-11123

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3817266
(State of other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
333 West Wacker Drive	60606
Chicago, Illinois	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:	312-917-7700
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, $.01 par value	New York Stock Exchange
(Title of Class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o   No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o   No þ

The aggregate market value of the outstanding Common Stock held by non-affiliates of the Registrant as of June 30, 2006 was $3,114,080,083. This calculation does not reflect a determination that persons are affiliates for any other purposes.

The number of shares of the Registrant’s Common Stock outstanding at February 23, 2007 was 79,391,331 shares of Class A Common Stock, $.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant’s Proxy Statement (the “2007 Proxy Statement”) relating to the annual meeting of stockholders to be held May 9, 2007 are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 1A. Risk Factors
	Item 1B. Unresolved Staff Comments
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7a. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
	Item 9B. Other Information
PART III
	Item 10. Directors, Executive Officers and Corporate Governance
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships, Related Transactions and Director Independence
	Item 14. Principal Accounting Fees and Services
PART IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
Employees' 401K/Profit Sharing Plan as Amended and Restated
Employees' Retirement Plan, as Amended and Restated
Subsidiaries of the Company
Independent Auditors' Consent
Powers of Attorney
Certification of CEO Pursuant to Rule 13a-14(a)
Certification of President Pursuant to Rule 13a-14(a)
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)
Certification of CEO Pursuant to Section 906
Certification of President Pursuant to Section 906
Certification of Principal Financial Officer Pursuant to Section 906

PART I

Item 1. Business

General

The principal businesses of Nuveen Investments, Inc. (the “Company,” or the “Registrant,” or “we,” or “Nuveen Investments,” or “our,” where applicable) are asset management and related research, as well as the development, marketing and distribution of investment products and services for the institutional, affluent, and high-net-worth market segments. We distribute our investment products and services, including individually managed accounts, closed-end exchange-traded funds (“closed-end funds”) and open-end mutual funds (“open-end funds” or “mutual funds”), to the affluent and high-net-worth market segments through unaffiliated intermediary firms including broker-dealers, commercial banks, private banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors. We also provide institutional managed accounts and partnerships to several institutional market segments.

The Company and its subsidiaries offer high-quality investment capabilities through six branded investment teams: NWQ, specializing in value-style equities; Nuveen Asset Management (“Nuveen”), focusing on fixed-income investments; Santa Barbara, specializing in growth equities; Tradewinds, specializing in global equities; Rittenhouse, dedicated to “blue-chip” growth equities; and Symphony, with expertise in alternative investments as well as equity and credit strategies.

Our operations are organized around our principal advisory subsidiaries, which are registered investment advisers under the Investment Advisers Act of 1940. Certain of these advisory subsidiaries manage various Nuveen branded mutual funds and closed-end funds and others provide investment management services for institutional and individual managed accounts. Additionally, Nuveen Investments, LLC, a registered broker and dealer in securities under the Securities Exchange Act of 1934, provides investment product distribution and related services for the Company’s managed funds and, through March of 2002, sponsored and distributed the Company’s defined portfolios.

Various disclosures contained in this report constitute “forward-looking statements” that are subject to certain risks and uncertainties. See Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Information and Risks” for more information on such risks and uncertainties.

Company History and Acquisitions

The Company, headquartered in Chicago, is the successor to a business formed in 1898 by Mr. John Nuveen that served as an underwriter and trader of municipal bonds. This core business was augmented in 1961 when the Company developed and introduced its first municipal unit trust product (“defined portfolio” or “UIT”), a fixed portfolio of municipal securities selected and purchased by the Company and deposited in a trust. The Company introduced its first municipal bond mutual fund in 1976, and its first municipal bond closed-end fund in 1987. The Company began providing individual managed account services to investors in early 1995, and since 1996 the Company has offered an increasingly wide range of equity-based managed accounts and funds to its target markets.

On January 2, 1997, the Company completed the acquisition of Flagship Resources, Inc., a manager of both municipal mutual funds and municipal managed accounts for individual investors.

On August 31, 1997, the Company completed the acquisition of all of the outstanding stock of Rittenhouse Financial Services, Inc. (“Rittenhouse”), which specializes in managing individual equity and balanced portfolios primarily for high-net-worth individuals served by financial advisors. Rittenhouse provided the Company with a high-quality, scalable distribution and service platform focused on the growing retail managed account market.

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On September 17, 1999, the Company completed the sale of its investment banking business to US Bancorp Piper Jaffray. In conjunction with the sale, the Company ceased underwriting and distributing municipal bonds and serving as remarketing agent for variable rate bonds.

On July 16, 2001, the Company completed the acquisition of Symphony Asset Management, LLC (“Symphony”), an institutional investment manager based in San Francisco. As a result of the acquisition, the Company’s product offerings expanded to include alternative investments designed to reduce risk through market-neutral and other strategies in several equity and fixed-income asset classes. Symphony also manages several long-only portfolios for the Company.

In the first quarter of 2002, the Company exited the defined portfolio business. As a result, the Company no longer creates and distributes new defined portfolios. Defined portfolios previously sponsored by the Company that are still outstanding continue to be administered by the Company.

On August 1, 2002, the Company completed the acquisition of NWQ Investment Management (“NWQ”), an asset management firm that specializes in value-oriented equity investments. NWQ has significant relationships among institutions and financial advisors serving high-net-worth investors.

On October 3, 2005, the Company completed the acquisition of Santa Barbara Asset Management (“Santa Barbara”). Santa Barbara specializes in mid- to large-cap and small- to mid-cap growth equities, primarily serving institutions and high-net-worth investors.

In the first quarter of 2006, a separate investment management platform was established, dedicated to international and global investing. This new unit, named Tradewinds Global Investors, LLC is one of the distinct, independent and separately branded investment teams within Nuveen Investments. This team previously managed international and global value portfolios as part of NWQ. Of the assets managed by NWQ at December 31, 2005, approximately $15 billion are now part of Tradewinds.

Each of our distinct and highly specialized investment teams maintains strong brand investment research and trading platforms while increasingly leveraging shared resources provided by Nuveen Investments in sales, service, marketing, operations and administration.

The Company was incorporated in the State of Delaware on March 23, 1992, as a wholly-owned subsidiary of The St. Paul Companies, Inc. (now The St. Paul Travelers Companies, Inc. (“St. Paul Travelers” or “STA”)). John Nuveen & Co. Incorporated, the predecessor of the Company (now named Nuveen Investments, LLC), had been a wholly-owned subsidiary of St. Paul Travelers since 1974. During 1992, St. Paul Travelers sold a portion of its ownership interest in the Company through a public offering.

On April 7, 2005, St. Paul Travelers sold approximately 40 million shares of our common stock in a secondary underwritten public offering. Upon the closing of the secondary offering, the Company was no longer a majority-owned subsidiary of St. Paul Travelers, and as of the end of September 2005, all of St. Paul Travelers’ remaining ownership interest in the Company had been sold.

Lines of Business

We derive substantially all of our revenues from providing investment advisory services and distributing our open-end, closed-end and managed account products to affluent, high-net-worth and institutional investors. This is our main business activity and only operating segment.

The following series of tables, including Gross Sales of Investment Products, Net Flows, and Net Assets Under Management, provide data that should be helpful in understanding the Company’s business and should be referred to while reading the separate discussions that follow the tables.

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Gross Sales of Investment Products

The following table summarizes gross sales for the Company’s products for the past three years:

Gross Sales of Investment Products
(in thousands)

	Year Ended December 31,
	2006		2005		2004
Managed Accounts:
Retail	$	17,122,406	$	15,602,815	$	15,497,165
Institutional		8,747,062		6,297,292		5,939,308
Total		25,869,468		21,900,107		21,436,473
Mutual Funds:
Municipal		3,692,844		2,497,685		1,381,353
Equity and Income		1,948,896		693,359		243,445
Total		5,641,740		3,191,044		1,624,798
Closed-End Exchange-Traded Funds:
Municipal		220		14		161,004
Taxable Fixed Income		185,507		274,270		1,706,036
Equity and Income		409,369		2,027,659		1,021,154
Total		595,096		2,301,943		2,888,194
Total	$	32,106,304	$	27,393,094	$	25,949,465

Net Flows of Investment Products

The following table summarizes net flows (equal to the sum of sales, reinvestments and exchanges less redemptions) for the Company’s products for the past three years:

Net Flows
(in thousands)

	Year Ended December 31,
	2006		2005		2004
Managed Accounts:
Retail	$	5,487,649	$	6,561,967	$	8,367,137
Institutional		5,606,835		2,829,633		3,455,259
Total		11,094,484		9,391,600		11,822,396
Mutual Funds:
Municipal		2,006,778		1,390,945		280,449
Equity and Income		1,614,982		443,566		7,437
Total		3,621,760		1,834,511		287,886
Closed-End Exchange-Traded Funds:
Municipal		11,902		10,603		180,376
Taxable Fixed Income		176,611		274,404		1,709,876
Equity and Income		427,659		2,073,945		1,021,154
Total		616,172		2,358,952		2,911,406
Total	$	15,332,416	$	13,585,063	$	15,021,688

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Net Assets Under Management

The following table shows net assets managed by the Company at December 31 for each of the past three years:

Net Assets Under Management
(in millions)

	December 31,
	2006		2005		2004
Managed Accounts:
Retail	$	58,556	$	47,675	$	36,975
Institutional		31,563		21,950		15,582
Total		90,119		69,625		52,557
Mutual Funds:
Municipal		14,812		12,675		11,381
Equity and Income		3,720		1,820		1,299
Total		18,532		14,495		12,680
Closed-End Exchange-Traded Funds:
Municipal		35,763		35,682		35,934
Taxable Fixed Income		12,230		12,352		12,414
Equity and Income		4,965		3,963		1,868
Total		52,958		51,997		50,216
Total	$	161,609	$	136,117	$	115,453

Asset Management

Investment Capabilities Overview

The Company, through its advisory subsidiaries, offers six primary investment styles: value equities through NWQ; fixed-income through Nuveen; growth equities through Santa Barbara; global equities through Tradewinds; “blue-chip” growth equities through Rittenhouse; and core equity, fixed-income and hedged alternative investments through Symphony. Within these primary investment styles, the Company sponsors several product structures, including separately managed accounts, closed-end funds and mutual funds. In its capacity as an adviser, the Company is responsible for the execution of the investment policies of the various funds or managed accounts it advises. Investment decisions for each fund or account are made by the portfolio management teams responsible for the fund or managed account.

Our NWQ portfolio team specializes in value-oriented equity investments with a philosophy of investing in undervalued companies with identified catalysts to improve profitability and/or unlock value. Nuveen’s fixed-income style concentrates primarily on the research, selection and management of municipal bond portfolios, as well as a number of taxable strategies, with the goal of generating attractive current income while preserving capital. Our Santa Barbara portfolio team primarily invests in mid- to large-cap and small- to mid-cap companies that exhibit stable and consistent earnings growth. Our Tradewinds portfolio team is dedicated to international and global equity investing. Our Rittenhouse portfolio team follows a “blue-chip” growth stock strategy that centers generally on identifying some of the largest companies that are financially strong, are global leaders in their industries and have demonstrated above-average long-term growth in earnings and, if applicable, in dividends. Symphony’s hedged alternative investment disciplines are designed to reduce the systematic risk of investing in several equity and fixed-income asset classes with the goal of producing positive returns regardless of broad market direction. Symphony also manages a number of credit-based strategies and “core” equity long-only portfolios that leverage Symphony’s unique process and combine quantitative analysis with qualitative insight. The Company also offers investment products in a variety of

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taxable income styles including preferred securities, convertible securities, real estate investment trusts (“REITs”) and emerging market debt. Most of these styles are accessed through sub-advisory relationships with other specialized, unaffiliated investment managers.

The Company has traditionally had a very low employment turnover rate among its portfolio managers. The majority of the Company’s portfolio managers, as well as those employed by sub-advisers, have devoted most of their professional careers to the analysis, selection and surveillance of the types of securities held in the funds or accounts they manage.

Sponsored Products

Managed Accounts

The Company provides tailored investment management services to institutions and individuals through traditional managed accounts. Managed accounts are individual portfolios comprised primarily of stocks and bonds that offer investors the opportunity for a greater degree of customization than packaged products. Our managed account offerings include large-cap growth and value accounts, small-cap and mid-cap growth and value accounts, small-cap core accounts, international equity accounts, blends of stocks and bonds, and market-neutral as well as tax-free and taxable-income accounts. Accounts managed by Symphony include privately offered hedge funds. Symphony offers single- and multi-strategy hedged portfolios across different asset classes and capitalization ranges including U.S. equities, convertible, high-yield and investment-grade debt, and senior loans. Symphony also manages structured-finance products such as CLO’s (collateralized loan obligations).

Closed-End Funds

As of December 31, 2006, the Company sponsored 116 closed-end funds that are actively managed. Of these funds, 98 invest exclusively in municipal securities. Of the remaining 18 funds, three invest primarily in senior loans, one invests in REITs, two invest in a blend of income and equity strategies, two invest in preferred and convertible securities, three invest solely in preferred securities, four invest in equity index and option securities, one invests primarily in adjustable rate securities, one in debt securities or debt-related derivative instruments and one in equity and securities of both U.S. and non-U.S. companies. Closed-end funds do not continually offer to sell and redeem their shares. Rather, daily liquidity is provided by the ability to trade the shares of these funds on the New York Stock Exchange, the American Stock Exchange and the NASDAQ, at prices that may be above or below the shares’ net asset value. The municipal closed-end funds include insured and uninsured national and single-state funds. Most of these funds have “leveraged” their capital structures through the issuance of both common and preferred shares. The dividends paid to preferred shareholders are based on short-term, tax-free interest rates, while the proceeds from the issuance of preferred shares are invested by the funds in longer-term municipal securities. This leveraged capital structure is designed to generate additional dividend potential for the common shareholders based on the historically observed differences between short-term and long-term interest rates. The closed-end funds that invest in senior loans, REITs, taxable-income and equity strategies and preferred and convertible securities also have leveraged capital structures. They use preferred shares or short-term borrowings in a manner consistent with the municipal closed-end funds, in an attempt to generate additional incremental income for common shareholders. If the preferred share dividend rate or short-term borrowing rate were to exceed the net rate of return earned by a fund’s investment portfolio for an extended period, the fund’s Board of Directors may consider redeeming the outstanding preferred shares or reducing the short-term borrowings. In addition, the fund’s Board may consider repurchasing shares or converting the fund from its closed-end exchange-traded status into an open-end fund if the fund persistently trades on the stock exchange at deep discounts to its net asset value per share. Either of these situations may negatively affect total assets under management.

Mutual Funds

As of December 31, 2006, the Company offered 46 open-end mutual funds. These funds are actively managed and continuously offer to sell their shares at prices based on the daily net asset values of their portfolios. All 46 funds offer daily redemption at net asset value. Of the 46 mutual funds, the Company offers 31 national and state-specific municipal funds that invest substantially all of their assets in diversified portfolios of

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limited-term, intermediate-term or long-term municipal bonds. The Company offers 12 mutual funds that invest exclusively in U.S. equities, international equities, or in portfolios combining equity with taxable fixed-income or municipal securities. The Company offers three taxable-bond funds that invest primarily in fixed-income securities. In recent periods, the Company has increased its focus on creating and introducing new mutual funds to its target markets, particularly into advisor platforms that offer fee-based, rather than commission based services to investors.

Overview

The relative attractiveness of the Company’s managed accounts, mutual funds and closed-end funds to investors depends upon many factors, including current and expected market conditions, the performance histories of the funds, their current yields, the availability of viable alternatives and the level of continued participation by unaffiliated, third party firms that distribute the Company’s products to their customers.

The assets under management of managed accounts, mutual funds and closed-end funds are affected by changes in the market values of the underlying securities. Changing market conditions may cause positive or negative shifts in valuation and, subsequently, in the advisory fees earned by the Company from these assets.

At December 31, 2006, Nuveen, NWQ, Santa Barbara, Rittenhouse, Symphony, and Tradewinds managed 40%, 22%, 3%, 2%, 5% and 20% of the Company’s total assets, respectively. Approximately 8% of the Company’s assets are managed through external sub-advisory relationships.

Advisory Fees

The Company provides investment management services to funds, accounts and portfolios pursuant to investment management agreements. With respect to managed accounts, Rittenhouse, Santa Barbara, Nuveen, Symphony, Tradewinds and NWQ generally receive fees, on a quarterly basis, based on the value of the assets managed on a particular date, such as the first or last calendar day of a quarter, or on the average asset value for the period. Symphony, Tradewinds and NWQ may receive performance fees on certain institutional accounts and hedge funds based on the performance of the accounts. With respect to mutual funds and closed-end funds, the Company receives fees based either on each fund’s average daily net assets or on a combination of the average daily net assets and gross interest income.

Pursuant to sub-advisory agreements: Institutional Capital Corporation (“ICAP”) performs portfolio management services on behalf of three equity-based mutual funds; Security Capital Research & Management Incorporated (“SC”) performs portfolio management services for our REIT closed-end fund and a diversified dividend and income closed-end fund; Wellington Management Company, LLP (“WM”) performs portfolio management services in emerging markets for a diversified dividend and income closed-end fund; Spectrum Asset Management, Inc. (“SM”) performs portfolio management services for three preferred securities closed-end funds, two preferred and convertible income closed-end funds and a tax-advantaged floating rate closed-end fund; Froley, Revy Investment Co., Inc. (“FR”) performs portfolio management services for two preferred and convertible income closed-end funds, although Symphony will replace FR as the sub-advisor for these funds as the fund shifts some of its assets to equity-oriented investments managed by Symphony; and Gateway Advisors (“GA”) performs portfolio management services for four equity index and option funds. The Company had a 23% non-voting minority equity ownership interest in ICAP that was sold in 2006; the Company has no equity ownership interest in SC, WM, SM, FR or GA.

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Advisory fees, net of sub-advisory fees and expense reimbursements, earned on managed assets for each of the past three years are shown in the following table:

Net Investment Advisory Fees
(in thousands)

	Year Ended December 31,
	2006			2005			2004
Managed Accounts	$	343,551		$	239,612		$	173,094
Closed-End Exchange-Traded Funds		282,571			277,929			266,180
Less: Sub-Advisory Fees		(29,833	)		(28,406	)		(26,885	)
Net Advisory Fees		252,738			249,523			239,295
Mutual Fund Advisory Fees		92,559			72,682			67,533
Less: Reimbursed Expenses		(916	)		(87	)		(153	)
Less: Sub-Advisory Fees		(2,085	)		(2,067	)		(3,955	)
Net Advisory Fees		89,558			70,528			63,425
Total	$	685,847		$	559,663		$	475,814

The Company’s advisory fee schedules currently provide for maximum annual fees ranging from 0.40% to 0.60% in the case of the municipal and taxable fixed income mutual funds, and 0.75% to 1.05% in the case of the equity mutual funds. Maximum fees in the case of the closed-end funds currently range from 0.35% to 1.00% of total net assets, except with respect to five select portfolios. The investment management agreements for these select portfolios provide for annual advisory fees ranging from 0.25% to 0.30%. Additionally, for 57 funds offered since 1999, the investment management agreement specifies that, for at least the first five years, the Company will waive a portion of management fees or reimburse other expenses. The investment management agreement provides for waived management fees or reimbursements of other expenses ranging from 0.20% to 0.45% for the first five years. In each case, the management fee schedules provide for reductions in the fee rate at increased asset levels.

In August 2004, the Company implemented a complex-wide fund pricing structure for all of its managed funds. The complex-wide pricing structure separates traditional portfolio management fees into two components — a fund specific component and an aggregate complex-wide component. The aggregate complex-wide component introduces breakpoints related to the entire complex of managed funds, rather than utilizing breakpoints only within individual funds. Above these breakpoints, fee rates are reduced on incremental assets.

For separately managed accounts, fees are negotiated and are based primarily on asset size, portfolio complexity and individual needs. These fees can range from 0.17% to 1.00% of net asset value annually, with the majority of the assets falling between 0.26% and 0.68%.

The Company may earn performance fees for performance above specifically defined benchmarks for various of its investment strategies. Performance fees earned by privately offered hedge funds or performance-based separate accounts, are generally measured annually and are recognized only at the performance measurement dates contained in an individual account management agreement. The underlying measurement dates for approximately 70% of our performance-based arrangements fall in the second half of each calendar year.

The Company pays ICAP, SC, WM, SM, FR and GA a portfolio advisory fee for sub-advisory services. The sub-advisory fees are based on the percentage of the aggregate amount of average daily net assets in the funds they sub-advise. The fee schedules provide for rate declines as asset levels increase.

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Pursuant to sub-advisory agreements, the Company, through its advisory subsidiaries, performs portfolio management services on behalf of two equity-based closed-end funds, a fixed-income based closed-end fund, and a Canadian senior loan fund traded on the Toronto Stock Exchange. The closed-end fund sub-advisory agreements are with a subsidiary of Merrill Lynch, and the Canadian fund with Fairway Capital Management. The Company earns sub-advisory fees based on the assets in the funds it sub-advises.

Investment Management Agreements

Each managed fund has entered into an investment management agreement with a Nuveen Investments advisory subsidiary (each, an “Adviser”). Although the specific terms of each agreement vary, the basic terms are similar. Pursuant to the agreements, the Adviser provides overall management services to each of the funds, subject to the supervision of each fund’s Board of Directors and in accordance with each fund’s investment objectives and policies. The investment management agreements are approved initially by fund shareholders and their continuance must be approved annually by the directors of the respective funds, including a majority of the directors who are not “interested persons” of the Adviser, as defined in the Investment Company Act of 1940. Amendments to such agreements typically must be approved by fund shareholders. Each agreement may be terminated without penalty by either party upon 60 days’ written notice, and terminates automatically upon its assignment (as defined in the Investment Company Act of 1940). Such an “assignment” would take place in the event of a change in control of the Adviser. Under the Investment Company Act of 1940, a change in control of the Adviser would be deemed to occur in the event of certain changes in the ownership of the Company’s voting stock. The termination of all or a portion of the investment management agreements, for any reason, could have a material adverse effect on the Company’s business and results of operations.

Each fund bears all expenses associated with its operations, including the costs associated with the issuance and redemption of securities, where applicable. The funds do not bear compensation expenses of directors or officers of the fund who are employed by the Company or its subsidiaries. Some of the Company’s investment management agreements provide that, to the extent certain enumerated expenses exceed a specified percentage of a fund’s or a portfolio’s average net assets for a given year, the Adviser will absorb such excess through a reduction in the management fee and, if necessary, pay such expenses so that the year-to-date net expense will not exceed the specified percentage. In addition, the Company may voluntarily waive all or a portion of its advisory fees from a fund, and/or reimburse expenses, for competitive reasons. Reimbursed expenses for mutual funds, including voluntary waivers, totaled $0.9 million during the year ended December 31, 2006. The Company expects to continue voluntary waivers at its discretion. The amount of such waivers may be more or less than historical amounts.

Services provided by NWQ, Santa Barbara, Rittenhouse, Nuveen, Symphony and Tradewinds to each of the individual accounts are also governed by management contracts, which are customized to suit a particular account. A majority of these contracts and the assets under management of Rittenhouse, Nuveen, NWQ, Tradewinds, Santa Barbara, and Symphony involve investment management services provided to clients who are participants in “wrap-fee” programs sponsored by unaffiliated investment advisers or broker-dealers. Such agreements, and the other investment agreements to which Rittenhouse, NWQ, Tradewinds, Symphony, Santa Barbara and Nuveen are parties, generally provide that they can be terminated without penalty upon written notice by either party within any specified period. Under the provisions of the Investment Advisers Act of 1940, such investment management agreements may not be assigned to another manager without the client’s consent. The term “assignment” is broadly defined under this Act to include any direct or indirect transfer of the contract or of a controlling block of the adviser’s stock by a security holder.

Overview of Distribution and Relationships with Distributors

The Company distributes its investment products and services, including separately managed accounts, closed-end funds and mutual funds, through registered representatives associated with unaffiliated national and regional broker-dealers, commercial banks, private banks, broker-dealer affiliates of insurance agencies and independent insurance dealers, financial planners, accountants, and tax consultants (“retail distribution firms”)

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and through unaffiliated consultants serving institutional markets. The Company also provides investment products and services directly to institutional markets. The Company’s distribution strategy is to maximize the accessibility and distribution potential of its investment products by maintaining strong relationships with a broad array of registered representatives and independent advisors and consultants. The Company has well-established relationships with registered representatives in retail distribution firms throughout the country. These registered representatives participate to varying degrees in the Company’s marketing programs, depending upon any one or more of the following factors: their interest in distributing investment products provided by the Company; their perceptions of the relative attractiveness of the Company’s managed funds and accounts; the profiles of their customers and their clients’ needs; and the conditions prevalent in financial markets.

Registered representatives may reduce or eliminate their involvement in marketing the Company’s products at any time, or may elect to emphasize the investment products of competing sponsors, or the proprietary products of their own firms. Registered representatives may receive compensation incentives to sell their firm’s investment products or may choose to recommend to their customers investment products sponsored by firms other than the Company. This decision may be based on such considerations as investment performance, types and amount of distribution compensation, sales assistance and administrative service payments, and the levels and quality of customer service. In addition, a registered representative’s ability to distribute the Company’s mutual funds is subject to the continuation of a selling agreement between the firm with which the representative is affiliated and the Company. A selling agreement does not obligate the retail distribution firm to sell any specific amount of products and typically can be terminated by either party upon 60 days’ notice. During 2006, there were no distribution relationships at any one firm that represented 10% of consolidated operating revenue for 2006.

The Company employs external and internal sales and service professionals who work closely with intermediary distribution partner firms and consultants to offer products and services for affluent, high-net-worth investors and institutional investors. These professionals regularly meet with independent advisors and consultants, who distribute the Company’s products, to help them develop investment portfolio and risk-management strategies designed around the core elements of a diversified portfolio. The Company also employs several professionals who provide education and training to the same independent advisors and consultants. These professionals offer expertise and guidance on a number of topics including wealth management strategies, practice management development, asset allocation and portfolio construction.

Distribution Revenue

As part of the Company’s asset management business, the Company earns revenue upon the distribution of the Company’s mutual funds and upon the public offering of new closed-end exchange-traded funds. The Company does not earn distribution revenue upon the establishment of managed accounts.

Common shares of closed-end funds are initially sold to the public in offerings that are underwritten by a syndication group, including the Company, through our Nuveen Investments, LLC, broker-dealer. Underwriting fees earned are dependent upon our level of participation in a syndicate or selling group for a new closed-end fund. During the year ended December 31, 2006, there were two new closed-end funds offered by the Company.

All of the Company’s mutual funds have adopted a Flexible Sales Charge Program that provides investors with alternative ways of purchasing fund shares based upon their individual needs and preferences.

Class A shares may be purchased at a price equal to the fund’s net asset value plus an up-front sales charge ranging from 2.5% of the public offering price for limited-term municipal funds to 5.75% for equity funds. At the maximum sales charge level, approximately 90% to 95% of the sales charge is typically reallowed as a concession to the retail distribution firms. From time to time, the Company may reallow all of the sales charge to retail distribution firms or waive the sales charge and advance a sales commission to such firms in connection with marketing programs or special promotions. Additionally, purchases of Class A shares that

9

equal or exceed $1 million may be made without an up-front sales charge, but are subject to a Contingent Deferred Sales Charge (“CDSC”) ranging from 0.50% to 1% for shares redeemed within 18 months. In order to compensate retail distribution firms for Class A share sales that are $1 million or greater, the Company advances a sales commission ranging from 0.50% to 1.75% at the time of sale. Class A shares are also subject to an annual Securities and Exchange Commission (“SEC”) Rule 12b-1 service fee of between 0.20% and 0.25% of assets, which is used to compensate securities dealers for providing on-going financial advice and other services to investors.

Class B shares may be purchased at a price equal to the fund’s net asset value without an up-front sales charge. Class B shares are subject to an annual SEC Rule 12b-1 distribution fee of 0.75% of assets to compensate the Company for costs incurred in connection with the sale of such shares, an annual SEC Rule 12b-1 service fee of between 0.20% and 0.25% of assets for the on-going services of securities dealers, and a CDSC which declines from 5% to 1% for shares redeemed within a period of 5 or 6 years. The Company compensates retail distribution firms for sales of Class B shares at the time of sale at the rate of 4% of the amount of Class B shares sold, which represents a sales commission plus an advance of the first year’s annual SEC Rule 12b-1 service fee. Class B shares convert to Class A shares after they are held for eight years.

Class C shares may be purchased without an up-front sales charge at a price equal to the fund’s net asset value. However, these shares are subject to an annual SEC Rule 12b-1 distribution fee of 0.35% to 0.75% of assets designed to compensate securities dealers over time for the sale of the fund shares, an annual SEC Rule 12b-1 service fee of between 0.20% and 0.25% of assets used to compensate securities dealers for providing continuing financial advice and other services, and a 1% CDSC for shares redeemed within 12 months of purchase. In addition, the Company advances a 1% sales commission to retail distribution firms at the time of sale and, in return, receives the first year’s SEC Rule 12b-1 distribution fee and SEC Rule 12b-1 service fee.

Class R shares are available for purchase at a price equal to the fund’s net asset value with no on-going fees or CDSCs. These shares are available primarily to clients of fee-based advisers, wrap programs and others under certain limited circumstances.

The markets for mutual funds are highly competitive, with many participating sponsors. Based upon the information available, the Company believes that it held significantly less than a 5% share of the market with respect to net sales of mutual funds in each of the last three years.

General Business Discussions

Advertising and Promotion

The Company provides individual registered representatives with daily prices, weekly, monthly and quarterly sales bulletins, monthly product, statistical and performance updates, product education programs, product training seminars, and promotional programs coordinated with its advertising campaigns. In addition, the Company regularly coordinates its marketing and promotional efforts with individual registered representatives. The Company also augments its marketing efforts through magazine, newspaper and other forms of advertising, targeted direct mail and telemarketing sales programs, web-based marketing and sponsorship of certain sports and civic activities.

Employees

At December 31, 2006, the Company had 828 full-time employees. Employees are compensated with a combination of salary, cash bonus and fringe benefits. In addition, the Company has sought to retain its key and senior employees through competitive incentive arrangements, which include equity-based opportunities. The Company considers its relations with its employees to be good.

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Competition

The Company is subject to substantial competition in all aspects of its business. The registered representatives that distribute the Company’s investment products also distribute numerous competing products, often including products sponsored by the retail distribution firms where they are employed. There are relatively few barriers to entry for new investment management firms. The Company’s managed account business is also subject to substantial competition from other investment management firms seeking to be approved as managers in the various “wrap-fee” programs. The sponsor firms have a limited number of approved managers at the highest and most attractive levels of their programs and closely monitor the investment performance of such firms on an on-going basis as they evaluate which firms are eligible for continued participation in these programs.

The Company is also subject to competition in obtaining the commitment of underwriters to underwrite its closed-end fund offerings. To the extent the increased competition for underwriting and distribution causes higher distribution costs, the Company’s net revenue and earnings will be reduced. Investment products are sold to the public by broker-dealers, banks, insurance companies and others, and many competing investment product sponsors offer a broader array of investment products. Many of these institutions have substantially greater resources than the Company. In addition, continuing consolidation in the financial services industry is altering the landscape in which the Company’s distributors compete and the economics of many of the products they offer. The effect that these continuing changes in the brokerage and investment management industries will have on the Company and its competitors cannot be predicted. The Company competes with other providers of products primarily on the basis of the range of products offered, the investment performance of such products, quality of service, agreed-upon fees, the level and type of broker compensation, the manner in which such products are marketed and distributed, and the services provided to registered representatives and investors.

Regulatory

Nuveen Investments, LLC, is registered as a broker-dealer under the Securities Exchange Act of 1934 and is subject to regulation by the SEC, the NASD Regulation, Inc. (the “NASD”) and other federal and state agencies and self-regulatory organizations. Nuveen Investments, LLC, is subject to the SEC’s Uniform Net Capital Rule, designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. Under certain circumstances, this rule may limit the ability of the Company to make withdrawals of capital and receive dividends from Nuveen Investments, LLC. The regulatory net capital of Nuveen Investments, LLC, has consistently exceeded such minimum net capital requirements. At December 31, 2006, Nuveen Investments, LLC, had aggregate net capital, as defined, of approximately $8.1 million, which exceeded the regulatory minimum by approximately $5.2 million. The securities industry is one of the most highly regulated in the United States, and failure to comply with related laws and regulations can result in the revocation of broker-dealer licenses, the imposition of censures or fines, and the suspension or expulsion of a firm and/or its employees from the securities business.

Each of our investment adviser subsidiaries (and each of the previously identified unaffiliated sub-advisers to certain of the Company’s funds) is registered with the SEC under the Investment Advisers Act. Each closed-end fund, open-end fund and defined portfolio is registered with the SEC under the Investment Company Act. Each national open-end fund is qualified for sale (or not required to be so qualified) in all states in the United States and the District of Columbia. Each single-state open-end fund is qualified for sale (or not required to be so qualified) in the state for which it is named and other designated states. Virtually all aspects of the Company’s investment management business, including the business of the sub-advisers, are subject to various federal and state laws and regulations. These laws and regulations are primarily intended to benefit the investment product holder and generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict the Company (and any sub-adviser) from carrying on its investment management business in the event that it fails to comply with such laws and regulations. In such an event, the possible sanctions, which may be imposed, include the suspension of individual employees, limitations on the

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Company’s engaging in the investment management business for specified periods of time, the revocation of the Advisers’ registrations as investment advisers or other censures and fines.

The Company’s officers, directors, and employees may, from time to time, own securities that are also held by one or more of the funds. The Company’s internal policies with respect to individual investments require prior clearance of all transactions in securities of the Company and other restrictions are imposed with respect to transactions in the Company’s closed-end fund securities. All employees of the Company are considered access persons and as such are subject to additional restrictions with respect to the pre-clearance of the purchase or sale of securities over which they have investment discretion. The Company also requires employees to report transactions in certain securities and restricts certain transactions so as to seek to avoid the possibility of improper use of information relating to the management of client accounts.

Regulatory authorities, including the NASD and the SEC, examine our registered broker-dealer and investment adviser subsidiaries, or the registered investment companies managed by our affiliates, from time to time in the regular course of their businesses. In addition, from time to time the Company or one or more of its registered subsidiaries receives information requests from a regulatory authority as part of an industry-wide “sweep” examination of particular topics or industry practices.

Available Information

The Company’s website is www.nuveen.com. The Company is required to file certain reports with the SEC. The Company makes available free of charge through its internet site, via a link to a third party provider, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports filed or furnished pursuant to the Securities Exchange Act of 1934 as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Item 1A. Risk Factors

Risks Relating to Our Business

We face substantial competition in the investment management business.

All aspects of our business are subject to substantial competition. This includes competition for continued access to brokerage firms’ retail distribution systems and “wrap-fee” managed account programs. The loss of such access could result in a loss of assets under management, which could adversely affect our revenues. In addition, in part as a result of the substantial competition in the asset management industry, there has been a trend toward lower fees in some segments of the asset management business. In order for us to maintain our fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to be willing to pay such fees. There can be no assurance that we will be able to maintain our current fee structure or that we will be able to develop new products that the market or our registered representatives find attractive. Fee reductions on existing or future business could have an adverse impact on our revenue and profitability.

Our business relies on third-party distribution programs.

Our ability to distribute our products is highly dependent on access to the client base of financial advisors that also offer competing investment products. Registered representatives who recommend our products may reduce or eliminate their involvement in marketing our products at any time, or may elect to emphasize the investment products of competing sponsors, or the proprietary products of their own firms. In addition, registered representatives may receive compensation incentives to sell their firm’s investment products or may choose to recommend to their customers investment products sponsored by firms other than the Company. In

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addition, a registered representative’s ability to distribute our mutual funds is subject to the continuation of a selling agreement between the firm with which the representative is affiliated and us. We cannot be sure that we will continue to gain access to these financial advisors. The inability to have this access could have a material adverse effect on our business.

Significant and sustained declines in securities markets or poor investment performance may adversely affect our assets under management and our future offerings.

Securities markets are inherently volatile and may be impacted by factors beyond our control, including such factors as global, national and local political and economic conditions, inflation, investor preferences and legal and regulatory changes. Significant and sustained declines in securities markets may reduce our assets under management and sales of our products, and, as a result, adversely affect our revenues. In addition, our investment performance is one of the primary factors associated with the success of our business. Poor investment performance by our managers for a sustained period could adversely affect our level of assets under management and associated revenues. Moreover, sustained periods of poor investment performance and increased redemptions by existing clients may eliminate performance fees and diminish our ability to sell our products and attract new investors. For example, during the past few years, growth equities generally have performed poorly, negatively impacting the performance of Rittenhouse. From December 31, 2005 to December 31, 2006, assets under management at Rittenhouse have fallen from $5.9 billion to $3.4 billion.

Fluctuations in interest rates could adversely affect our assets under management.

A substantial portion of our assets under management are invested in fixed-income securities. Increases in interest rates from their present levels may adversely affect the values of these assets. In addition, increases in interest rates may have a magnified adverse effect on our leveraged closed-end funds. Moreover, fluctuations in interest rates may have a significant impact on securities markets, which may adversely affect our overall assets under management.

A significant and sustained decline in equity markets would reduce our assets under management and our fee revenues.

As of December 31, 2006, 52% of our assets under management were equity assets. A significant and sustained decline in the equity markets would likely significantly reduce our assets under management. Since our fee revenue is based upon assets under management, a significant decline in such assets would result in a significant reduction in revenue.

Our business is dependent upon our retaining our key personnel.

Our executive officers, investment professionals and senior relationship personnel are important elements of the success of our business. The market for qualified personnel to fill these roles is extremely competitive. We anticipate that we will need to recruit and retain qualified investment and other professionals. However, we may not be successful in our efforts to recruit and retain the required personnel. The loss of key personnel, or the inability to recruit and retain portfolio managers or marketing personnel, could have a material adverse effect on our business.

Our business is subject to extensive regulation, and compliance failures and changes in regulation could adversely affect us.

Our investment advisory business is subject to client guidelines and contractual and other requirements. A failure to adhere to these guidelines or satisfy these requirements could result in client withdrawals and could result in losses which could be recovered by the client from us in certain circumstances. Our businesses are also subject to extensive regulation, including by the SEC and the NASD. Our failure to comply with applicable laws, regulations or rules of self-regulatory organizations could cause regulatory authorities to institute proceedings against us or our subsidiaries and could result in the imposition of sanctions ranging from censure and fines to termination of an investment adviser or broker-dealer’s registration and otherwise prohibiting an investment adviser from acting as an investment adviser. Changes in laws, regulations, rules of

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self-regulatory organizations or in governmental policies, and unforeseen developments in litigation targeting the securities industry generally or us, could have a material adverse effect on us. The impact of future accounting pronouncements could also have a material adverse affect upon us.

Our revenues will decrease if our investment advisory contracts are terminated.

A substantial portion of our revenues are derived from investment advisory agreements. Our investment advisory agreements with registered fund clients are approved initially by the sole fund shareholder and their continuance must be approved annually by the trustees of the respective funds, including a majority of the trustees who are not “interested persons” of our relevant advisory subsidiary or the fund, as defined in the Investment Company Act of 1940, as amended, to which we refer as the “Investment Company Act”. Amendments to these agreements typically must be approved by funds’ boards of trustees and, if material, by the shareholders. Each agreement may be terminated without penalty by either party upon 60 days’ written notice. In addition, under the Investment Company Act, each of the investment advisory agreements of our advisory subsidiaries with registered fund clients would terminate automatically upon its assignment (as defined in the Investment Company Act). Our investment advisory agreements with advisory clients, other than registered fund clients, generally provide that they can be terminated without penalty upon written notice by either party within any specified period. Under the provisions of the Investment Advisers Act of 1940, as amended, to which we refer as the “Investment Advisers Act”, those investment advisory agreements may not be assigned without the client’s consent. The term “assignment” is broadly defined under the Investment Company Act and the Investment Advisers Act to include any direct or indirect transfer of the contract or of a controlling block of the adviser’s stock by a security holder. The termination of all or a portion of the investment advisory agreements, for any reason, could have a material adverse effect on our business and results of operations.

Failure to comply with client contractual requirements and/or guidelines could have negative consequences which might cause our earnings or stock price to decline.

When clients retain us to manage assets or provide products or services on their behalf, they specify guidelines or contractual requirements that we are required to observe in the provision of our services. A failure to comply with these guidelines or contractual requirements could result in damage to our reputation or to the client seeking to recover losses from us, reducing assets under management, or terminating its contract with us, any of which could cause our earnings or stock price to decline.

We may continue to acquire other companies, and the expected benefits of such acquisitions may not materialize.

The acquisition of complementary businesses and the development of strategic alliances have been and may continue to be active parts of our overall business strategy. Services, key personnel or businesses of acquired companies may not be effectively incorporated into our business or service offerings and our alliances may not be successful. Moreover, we may be unable to retain the clients or key employees of the companies we acquire, or we may be unable to achieve expected cost reductions or economies of scale.

Our increased indebtedness could increase the costs of our borrowing and make it more difficult to raise additional capital in the future.

In 2005, we issued $550 million of senior unsecured notes, and incurred $150 million in outstanding borrowings under our $400 million credit facility, principally to refinance existing debt and to finance the repurchase of $600 million of our common stock from STA. See “Item 1. “Business — Company History and Acquisitions.” These obligations resulted in a significant increase in leverage compared to our capital structure prior to their incurrence, which will increase our borrowing costs and could adversely affect our ability to raise additional capital in the future.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

The Company is headquartered in Chicago, and has other primary offices in Los Angeles, CA, San Francisco, CA, Santa Barbara, CA and Radnor, PA. The Company also has sales representatives located nationally. The Company leases approximately 354,000 square feet of office space across the country. Management believes that the Company’s facilities are adequate to serve its currently anticipated business needs. The Company has also used, registered, and/or applied to register certain service marks to distinguish its investment products and services from its competitors in the U.S. and in foreign countries and jurisdictions. The Company enforces its service marks and other intellectual property rights in the U.S. and abroad.

Item 3. Legal Proceedings

From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business such as disputes with employees or customers, and in regulatory inquiries that may involve the industry generally or be specific to the Company. There are currently no such matters or inquiries pending that the Company believes would have a material adverse effect on our business or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the quarter ended December 31, 2006.

Supplemental Item — Executive Officers of the Registrant

The names, ages and positions of the current executive officers of the Company, are set forth below. Unless otherwise indicated in the following descriptions, each of the following executive officers and other key officers has held his or her current position with the Company or its predecessor for more than the past five years.

Executive Officers	Age		Principal Position
Timothy R. Schwertfeger		57	Chairman, Chief Executive Officer and Director
John P. Amboian		45	President and Director
Alan G. Berkshire		46	Senior Executive Vice President, Institutional Business Development
William Adams IV		51	Executive Vice President, U.S. Structured Products
Alan A. Brown		44	Executive Vice President, Mutual Funds
Glenn R. Richter		45	Executive Vice President, Chief Administrative Officer, and Principal Financial Officer
John L. MacCarthy		47	Senior Vice President, Secretary, and General Counsel
Sherri A. Hlavacek		44	Vice President, Corporate Controller, and Principal Accounting Officer

All executive officers of the Company serve at the pleasure of the Company’s board of directors. There are no family relationships between any of the Company’s executive officers, key officers and directors, and there are no arrangements or understandings between any of these executive officers and any other persons pursuant to which the executive officer was appointed. Each of Mr. Schwertfeger and Mr. Amboian is party to an

15

employment agreement with the Company that is subject to automatic one-year extensions if the executive remains employed by the Company.

Mr. Schwertfeger has been Chairman and Chief Executive of the Company and its various subsidiaries since 1996. He also serves as Chairman of the Nuveen Investments Funds.

Mr. Amboian has been President of the Company and its various subsidiaries since May 1999. Prior thereto, he served as Executive Vice President of the Company and its various subsidiaries since June 1995.

Mr. Berkshire has been Senior Executive Vice President, Institutional Business Development since March 2006. Prior to that time, he was Senior Vice President and General Counsel of the Company since April 1999 and Secretary since May 1998. He joined the Company in September 1997 as Vice President and General Counsel.

Mr. Adams has been Executive Vice President, U.S. Structured Products of the Company since December 1999. Prior thereto, Mr. Adams was Managing Director of Structured Investments effective September 1997 and Vice President and Manager, Corporate Marketing effective August 1994.

Mr. Brown has been Executive Vice President, Mutual Funds, since October 2005. He joined the Company in November 2001 as Managing Director and Chief Marketing Officer. Prior thereto, he served as Chief Marketing Officer at Amazon.com since September 2000.

Mr. Richter became Executive Vice President and Chief Administrative Officer when he joined the Company in May 2006. In October 2006, he was designated as the Principal Financial Officer of the Company. Prior thereto, he served as Executive Vice President and Chief Financial Officer of RR Donnelley & Sons since April 2005. Prior to this, from 2000 to April 2005, he served in various capacities at Sears, Roebuck and Co. (a multi-line retailer), including Executive Vice President and Chief Financial Officer, Senior Vice President, Finance and Vice President and Controller.

Mr. MacCarthy became Senior Vice President and General Counsel when he joined the Company in March 2006 and became Secretary in May 2006. Prior to that time, he was a partner at the law firm of Winston & Strawn LLP since 1993.

Ms. Hlavacek, Vice President and Corporate Controller of the Company, became the Principal Accounting Officer in October 2006. She joined the Company in 1998 as Vice President and Assistant Controller. In 2001, she was promoted to Vice President and Corporate Controller.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES

					Total		Maximum
					Number		Number
					of Shares		of Shares
					Purchased		that May
	Total				as Part of		Yet Be
	Number		Average		a Publicly		Purchased
	of Shares		Price Paid		Announced		Under the
Period	Purchased		per Share		Program		Program
Fourth quarter purchases:
October 1, 2006 — October 31, 2006		171,800	$	48.50		171,800		6,891,809
November 1, 2006 — November 30, 2006		162,906		50.21		162,906		6,728,903
December 1, 2006 — December 31, 2006		165,800		50.87		165,800		6,563,103
Total fourth quarter purchases		500,506	$	49.84		500,506		6,563,103

A new share repurchase program was approved and publicly announced on August 9, 2006. This program replenished the existing share repurchase program by authorizing the repurchase of up to 7 million additional shares of common stock. As a result of this replenishment and the remaining 424,184 shares from a previous authorization approved and announced on August 9, 2002, the Company is authorized, as of December 31, 2006, to repurchase 6.6 million additional shares.

At December 31, 2006, there were approximately 41,987 shareholders of record of the Company’s common stock. Though we currently expect to continue to pay quarterly cash dividends, the payment and amount of such cash dividends in the future is dependent upon our financial condition, results of operations, capital requirements, alternative uses of capital and other factors. Other information required by this item is contained in footnote 15 in Part II, Item 8 of this Annual Report on Form 10-K.

See Item 12 of Part III of this Form 10-K for certain information regarding our equity compensation plans.

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Stockholder Return Information

Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on the Company’s Class A Common Stock to the Russell 2000 Index and to the internally calculated Peer Group for the 5-year period commencing December 31, 2001 and ending December 31, 2006. In each case, the chart assumes a $100 investment on December 31, 2001 and that all dividends are reinvested. The Average Annual Return on JNC for the period is 18.02%.

	Dec-2001		Dec-2002		Dec-2003		Dec-2004		Dec-2005		Dec-2006
JNC		100		97		104		158		174		216
Russell 2000		100		80		117		139		145		172
Peer Group (2005)		100		76		111		146		188		217
Peer Group		100		76		111		146		187		214

The Company’s Peer Group includes all domestic publicly traded investment management firms with a market capitalization of at least 1% of the Peer Group. The results are included for each full year in which the firm was publicly traded and met the minimum capitalization requirements. The return of the Peer Group is weighted by the market capitalization of each firm at the beginning of each year that such firm is included in the Peer Group. The following companies are included in the Peer Group:

Affiliated Managers Group Inc.	AMG
AllianceBernstein Holding L.P.	AB
BlackRock, Inc.	BLK
Calamos Asset Management, Inc.	CLMS	(2005 – 2006	)
Eaton Vance Corp.	EV
Federated Investors Inc.	FII
Franklin Resources Inc.	BEN
GAMCO Investors, Inc.	GBL
Legg Mason Inc.	LM
Neuberger Berman Inc.	NEU	(2002	)
SEI Investments Co.	SEIC
Janus Capital Group Inc.	JNS/ SV
T. Rowe Price Group, Inc.	TROW
Waddell & Reed Financial Inc.	WDR

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The Stockholder Return Information set forth in the Company’s 2006 proxy statement inadvertently excluded Calamos Asset Management from the Comparison of Cumulative Total Return chart. In light of this omission, the above chart includes returns for both the 2005 Peer Group (which excluded Calamos) and the current Peer Group.

Item 6. Selected Financial Data

The Selected Financial Data table is set forth in Part II, Item 8 of this Annual Report on Form 10-K, following the footnotes to the financial statements.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Description of the Business

Our principal businesses are asset management and related research, as well as the development, marketing and distribution of investment products and services for the institutional, affluent and high-net-worth and institutional market segments. We distribute our investment products and services, which include individually managed accounts, closed-end exchange-traded funds (“closed-end funds”), and open-end mutual funds (“open-end funds” or “mutual funds”), to the affluent and high-net-worth market segments through unaffiliated intermediary firms including broker-dealers, commercial banks, private banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors. We also provide institutional managed accounts and partnerships to several institutional market segments.

We derive a substantial portion of our revenue from investment advisory fees, which are recognized as services are performed. These fees are directly related to the market value of the assets we manage. Advisory fee revenues generally will increase with a rise in the level of assets under management. Assets under management will rise through sales of our investment products or through increases in the value of portfolio investments. Assets under management may also increase as a result of reinvestment of distributions from funds and accounts. Fee income generally will decline when assets under management decline, as would occur when the values of fund portfolio investments decrease or when managed account withdrawals or mutual fund redemptions exceed gross sales and reinvestments.

In addition to investment advisory fees, we have two other main sources of operating revenue: 1) performance fees and 2) distribution and underwriting revenue. Performance fees are earned when investment performance on certain institutional accounts and hedge funds exceeds a contractual threshold. These fees are recognized only at the performance measurement date contained in the individual account management agreement. Distribution revenue is earned when certain funds are sold to the public through financial advisors. Correspondingly, distribution revenue will rise and fall with the level of our sales of mutual fund products. Underwriting fees are earned on the initial public offerings of our closed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of new funds offered, the size of the funds offered and the extent to which we participate as a member of the syndicate group underwriting the fund. Also included in distribution and underwriting revenue is Muni Preferred^® and Fund Preferred^® revenue. Preferred shares of our closed-end funds are bought and sold through a secondary market auction. A participation fee is paid by the fund to the auction participants based on shares traded. Access to the auction must be made through a participating broker. We offer non-participating brokers access to the auctions, for which we earn a portion of the participation fee.

Sales of our products, and our profitability, are directly affected by many variables, including investor preferences for equity, fixed-income or other investments, the availability and attractiveness of competing products, market performance, continued access to distribution channels, changes in interest rates, inflation, and income tax rates and laws.

Disposition of STA Interest

On April 7, 2005, The St. Paul Travelers Companies, Inc. (“STA”) sold approximately 40 million shares of our common stock in an underwritten, secondary market public offering at $34.00 per share. Concurrent with the secondary market offering, STA sold to Merrill Lynch and Morgan Stanley, on a forward basis, approximately 12 million shares of Nuveen Investments, Inc. common stock.

In addition, the Company repurchased $600 million of Nuveen Investments’ common stock directly from STA at a price of $32.98 per share, or approximately 18.2 million shares. The repurchase of these shares was completed in two steps: 1) a $200 million (6.0 million shares) repurchase was completed on April 7, 2005, and 2) a $400 million forward purchase (plus interest) that settled on July 28, 2005. The entire $600 million repurchase was recorded by Nuveen Investments as if it were completed in its entirety on April 7, 2005. As

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such, effective April 7, 2005, Nuveen Investments had approximately 75.9 million shares of common stock outstanding for the purpose of computing basic earnings per share.

Upon the closing of the secondary offering on April 7, 2005, the Company was no longer a majority-owned subsidiary of STA, and as of the end of September 2005, all of STA’s remaining ownership interest had been sold.

Summary of Operating Results

The table below presents the highlights of our operations for the last three fiscal years:

Financial Results Summary
Company Operating Statistics
(in millions, except per share amounts)

For the year ended December 31,	2006		2005		2004
Gross sales of investment products	$	32,106	$	27,393	$	25,949
Net flows		15,332		13,585		15,021
Assets under management(1) (2)		161,609		136,117		115,453
Operating revenues		709.8		589.1		505.6
Operating expenses		388.8		299.2		252.8
Income before net interest and taxes(3)		336.8		297.8		260.4
Net interest expense		28.2		18.9		7.9
Income taxes		120.9		107.7		96.1
Net income		187.7		171.2		156.4
Basic earnings per share		2.41		2.10		1.69
Diluted earnings per share		2.26		1.99		1.63
Dividends per share		0.93		0.78		0.69

(1)	At year end.
(2)	Excludes defined portfolio assets under surveillance.
(3)	In addition to net income, income before net interest and taxes is reported to help the reader in assessing the results from operations relative to prior periods given the increased debt on our balance sheet — and the accompanying higher interest expense — as a result of a $600 million share repurchase.

Gross sales for the year of $32 billion were the highest level of sales in the Company’s history. For the year, 74% of our sales were in equity-based products, 24% in municipal products and 2% in taxable, income-oriented products.

Net flows (equal to the sum of sales, reinvestments and exchanges less redemptions) for the year were approximately $15 billion, up $1.7 billion from last year’s level. All product lines (managed accounts, closed-end funds and mutual funds) experienced net in-flows for the year.

We ended the year with approximately $162 billion in assets under management, up $25 billion, or 19% for the year. At year-end, 52% of our assets were in equity-based products, 39% in municipal products, and 9% in taxable, income-oriented products.

Operating revenues grew 20% for the year to $710 million. Driven by higher asset levels, advisory fees grew 23% for the year.

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Operating expenses in 2006 increased $90 million or 30%. Higher compensation expense accounted for the majority of the increase as we continued to invest in expanding and developing our investment and distribution organizations as well as our legal, compliance and administrative resources.

Results of Operations

The following discussion and analysis contains important information that should be helpful in evaluating our results of operations and financial condition, and should be read in conjunction with the consolidated financial statements and related notes.

Gross sales of investment products (which include new managed accounts, deposits into existing managed accounts and the sale of mutual fund and closed-end fund shares) for the years ending December 31, 2006, 2005 and 2004 are shown below:

Gross Investment Product Sales
(in millions)
For the year ended December 31,

	2006		2005		2004
Closed-End Exchange-Traded Funds	$	595	$	2,302	$	2,888
Mutual Funds		5,642		3,191		1,625
Retail Managed Accounts		17,122		15,603		15,497
Institutional Managed Accounts		8,747		6,297		5,939
Total	$	32,106	$	27,393	$	25,949

Gross sales for 2006 of $32 billion were up 17% over sales in 2005. All product lines with the exception of closed-end funds experienced year-over-year growth in sales. Mutual fund sales grew 77% after a near doubling in sales during the prior year. Growth was driven mainly by continued high demand for the Nuveen High Yield Municipal Bond Fund as well as strong demand for our equity fund offerings. Retail managed account sales grew 10% versus the prior year. Sales of our small-cap core product launched in 2005 continued to be strong during 2006, resulting in a year-over-year increase of nearly $0.5 billion. Value-style equity sales also remained strong, reflecting increased demand for international and global products. During the fourth quarter of 2006, we raised $0.4 billion with our second institutional offering of a CLO (Collateralized Loan Obligation) investing in senior bank loans. This contributed to a 39% increase in institutional managed account sales for the year. The primary driver of the increase in institutional sales was an increase in sales of international and global products.

Gross sales increased 6% during 2005 to $27.4 billion. Year-over-year growth was driven mainly by mutual funds sales which were up 96% due to high demand for the Nuveen High Yield Municipal Bond Fund as well as the NWQ Multi-Cap Value Fund and the NWQ International Value Fund. Retail managed account sales were fairly consistent with the prior year as increased municipal-style account sales, and an increase due to the launch of a new small-cap core product, were offset by a decline in growth-style equity account sales of Rittenhouse. Despite the closing of our large-cap value-style equity managed account product in 2004, value-style equity sales continued to be strong, reflecting increased demand for international and global products. During the fourth quarter of 2005, we raised $0.4 billion with our first institutional offering of a CLO (Collateralized Loan Obligation) investing in senior bank loans. This helped drive a 6% increase in institutional managed account sales in 2005.

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Net flows of investment products for the years ending December 31, 2006, 2005 and 2004 are shown below:

Net Flows
(in millions)
For the year ended December 31,

	2006		2005		2004
Closed-End Exchange-Traded Funds	$	616	$	2,359	$	2,911
Mutual Funds		3,622		1,834		288
Retail Managed Accounts		5,487		6,562		8,367
Institutional Managed Accounts		5,607		2,830		3,455
Total	$	15,332	$	13,585	$	15,021

Net flows for 2006 were $15.3 billion, up 13% from the prior year’s level. Net flows into closed-end funds were down $1.7 billion when compared to the prior year due to fewer new offerings in 2006. Mutual fund net flows were up $1.8 billion when compared to the prior year due to increased sales. Retail managed account net flows were down $1.1 billion behind the closing (to new investors) in 2006 of our Tradewinds international value style strategy. Institutional managed account flows increased $2.8 billion for the year when compared to the prior year. The main driver of this growth was an increase in Tradewinds’ value-style international managed account flows.

Net flows for 2005 totaled $13.6 billion, down 10% from the prior year’s record level. Managed account flows were particularly strong, with our value-style equity accounts contributing $9.9 billion in flows and our municipal-style account flows adding another $1.4 billion. Partially offsetting the positive flows were $3.2 billion in growth-style equity account outflows. Mutual funds flows in 2005 were more than six times flows in 2004, driven by both municipal and equity flows.

The following table summarizes net assets under management by product type:

Net Assets Under Management ⁽¹⁾
(in millions)

December 31,	2006		2005		2004
Closed-End Exchange-Traded Funds	$	52,958	$	51,997	$	50,216
Mutual Funds		18,532		14,495		12,680
Retail Managed Accounts		58,556		47,675		36,975
Institutional Managed Accounts		31,563		21,950		15,582
Total	$	161,609	$	136,117	$	115,453

⁽¹⁾ Excludes defined portfolio assets under surveillance .

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The components of the change in our assets under management were as follows:

Net Assets Under Management ⁽¹⁾
(in millions)

For the year ended December 31,	2006			2005			2004
Beginning Assets Under Management	$	136,117		$	115,453		$	95,356
Gross Sales		32,106			27,393			25,949
Reinvested Dividends		498			445			389
Redemptions		(17,272	)		(14,253	)		(11,317	)
Net Flows into Managed Assets		15,332			13,585			15,021
Acquisitions		—			3,379			—
Appreciation/(Depreciation)		10,160			3,700			5,076
Ending Assets Under Management	$	161,609		$	136,117		$	115,453

⁽¹⁾ Excludes defined portfolio assets under surveillance.

Net flows in 2006 of $15.3 billion coupled with $10.2 billion of market appreciation resulted in a 19% increase in assets under management in 2006. Closed-end fund assets grew $1.0 billion, driven by $0.6 billion in net flows and $0.4 billion in market appreciation. Mutual fund assets grew $4 billion driven by $3.6 billion in net flows and $0.4 billion in market appreciation. Managed account assets increased $20.5 billion driven by $11.1 billion in new flows and $9.4 billion in market appreciation.

When comparing 2005 with 2004, assets under management increased $20.7 billion, or 18%, to over $136 billion. Strong flows, the acquisition of Santa Barbara, and market appreciation were key contributors. Closed-end fund assets grew $1.8 billion, driven by $2.4 billion in net flows, offset by $0.6 billion in fixed-income market depreciation. Mutual fund assets grew $1.8 billion driven entirely by new flows. Managed account assets increased $17.1 billion due to $9.4 billion in net flows and $4.3 billion in equity market appreciation. The acquisition of Santa Barbara added $3.4 billion to managed assets.

Investment advisory fee income, net of sub-advisory fees and expense reimbursements, is shown in the following table:

Net Investment Advisory Fees
(in thousands)

For the year ended December 31,	2006		2005		2004
Closed-End Exchange-Traded Funds	$	252,738	$	249,523	$	239,295
Mutual Funds		89,558		70,528		63,425
Managed Accounts (Retail and Institutional)		343,551		239,612		173,094
Total	$	685,847	$	559,663	$	475,814

Higher asset levels in 2006 contributed to a 23% increase in advisory fees in 2006. Advisory fees on mutual funds increased 27%, while managed account fees increased 43%. Within the managed account product line, advisory fee revenue increased on both value-style equity and municipal-style accounts, while declining on growth-style equity accounts, excluding the impact of the Santa Barbara acquisition. Advisory fees on closed-end funds increased 1% for the year.

Advisory fees increased 18% during 2005, driven mainly by higher asset levels for both closed-end funds and managed accounts. Advisory fees on closed-end funds increased 4%, while managed account fees increased 38%.

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Product distribution revenue for the years ended December 31, 2006, 2005 and 2004 is shown in the following table:

Product Distribution Revenue
(in thousands)

For the year ended December 31,	2006			2005		2004
Closed-End Exchange-Traded Funds	$	458		$	2,574	$	3,057
Muni/Fund Preferred®		4,880			5,354		3,907
Mutual Funds		(593	)		428		1,995
Total	$	4,745		$	8,356	$	8,959

Product distribution revenue declined in 2006 when compared with the prior year. Underwriting revenue on closed-end funds declined $2.1 million due to fewer new fund assets raised in 2006. Mutual fund distribution revenue declined $1.0 million, despite an increase in mutual fund sales, as a result of an increase in commissions paid on large dollar value sales. Muni Preferred^® and Fund Preferred^® fees also declined slightly for the year. This decline is due to a decline in shares traded by non-participating brokers who access the auction through the Company’s trading desk.

Product distribution revenue declined slightly in 2005 when compared with the prior year as a decline in underwriting revenue on closed-end funds and mutual fund distribution revenue was offset by an increase in Muni Preferred^® and Fund Preferred^® fees.

Performance Fees/Other Revenue

Performance fees/other revenue consists of performance fees earned on institutional assets managed and various fees earned in connection with services provided on behalf of our defined portfolio assets under surveillance.

Performance fees for 2006 were $18.5 million, down from $19.8 million in 2005. In addition, fees earned on services provided on behalf of our defined portfolio assets under surveillance declined due to an overall decline in these assets.

Performance fees in 2005 were $1.7 million higher than in 2004.

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Operating Expenses

Operating expenses for the years ended December 31, 2006, 2005 and 2004 are shown in the following table:

Operating Expenses
(in thousands)

For the year ended December 31,	2006			2005			2004
Compensation and Benefits	$	263,686		$	195,194		$	165,321
Advertising and Promotional Costs		13,500			12,495			12,158
Occupancy and Equipment Costs		24,184			21,648			19,740
Amortization of Intangible Assets		8,433			5,492			5,118
Travel and Entertainment		10,158			8,357			7,981
Outside and Professional Services		30,811			25,002			22,216
Minority Interest Expense		6,230			5,809			1,875
Other Operating Expenses		31,782			25,242			18,353
Total	$	388,784		$	299,239		$	252,762
As a % of Operating Revenue		54.8	%		50.8	%		50.0	%

Summary

Operating expenses increased $90 million or 30% in 2006 and $46.5 million or 18% in 2005, driven mainly by increases in compensation and benefits as we continue to invest in the further growth and development of our business. As a result of this targeted investment, we saw expenses as a percent of revenue increase from 50.8% to 54.8% in 2006.

Compensation and Benefits

Compensation and related benefits for 2006 increased $68.5 million. This increase was the result of increases in base compensation as a result of new positions and salary increases, as well as increases in overall incentive compensation due to the Company’s higher profit level. A portion of the increase in overall incentive compensation related to expense recognized in connection with various equity-based profits interests awarded to affiliates. The fair market value of unvested profits interests is being expensed over the appropriate vesting period of the related units as a compensation charge, with a corresponding increase in minority interest outstanding (see also “Capital Resources, Liquidity and Financial Condition” section below for further information). In addition, during 2006, management determined that it appeared probable the Company will meet the performance requirements as set forth in a long-term equity performance plan (“LTEP”). As a result, during 2006, the Company expensed a total of $8.7 million related to the LTEP awards, which included $4.2 million of a “catch-up” adjustment for amortization as if the plan had been expensed for prior periods from the date of the LTEP grant (January 2005) through January 2006.

Compensation and related benefits for 2005 increased $29.9 million with approximately 50% of the increase attributable to higher annual incentive compensation which is tied to Company profitability. The remaining increase was due to annual salary increases and higher health care expenses as well as the cost of increased staffing levels, as we invested in virtually all aspects of our operations.

Advertising and Promotional Costs

Advertising and promotional expenditures increased $1.0 million in 2006 and $0.3 million in 2005 due to expanded product launches in both years.

Amortization of Intangible Assets

Amortization of intangible assets increased $2.9 million during 2006 and $0.4 million during 2005 as a result of amortization of intangible assets associated with the Santa Barbara acquisition.

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Outside and Professional Services

Outside and professional services increased $5.8 million during 2006 due mainly to an increase in electronic information expense as we provide our investment and research teams with more data and other tools to better manage their portfolios.

Outside and professional services increased $2.8 million during 2005 due mainly to an increase in electronic information expenses.

Minority Interest Expense

Minority interest expense results from key employees at NWQ, Tradewinds, Symphony, and Santa Barbara having been granted non-controlling equity-based profits interests in their respective businesses. For additional information on minority interest expense, please refer to the “Capital Resources, Liquidity and Financial Condition” section.

All Other Operating Expenses

All other operating expenses increased $10.9 million during 2006. Approximately $2.0 million of the increase is due to an increase in structuring fees and fund organization costs paid on the initial offering of our closed-end funds. Occupancy and equipment costs increased $2.5 million as a result of an increase in leased space. Travel and entertainment spending increased $1.8 million as a result of our 2006 product launches. The remainder of the increase relates to higher insurance costs and higher bank facility costs related to our bank line of credit.

All other operating expenses increased $9.2 million during 2005. Approximately $3.3 million of the increase is due to structuring fees paid on the initial offering of two closed-end funds. Occupancy and equipment costs increased $1.9 million as a result of an increase in leased space for NWQ, Tradewinds and Santa Barbara. The remainder of the increase relates to higher insurance costs and higher bank facility costs related to our bank line of credit.

Other Income (Expense)

Other income/(expense) includes realized gains and losses on investments and miscellaneous income, including gain or loss on the disposal of property.

The following is a summary of Other Income/(Expense) for the years ended December 31, 2006, 2005 and 2004:

Other Income/(Expense)
(in thousands)

For the year ended December 31,	2006			2005			2004
Gains/(Losses) on Investments	$	15,466		$	4,802		$	4,128
Gains/(Losses) on Fixed Assets		(171	)		(442	)		(10	)
Miscellaneous Income/(Expense)		431			3,528			3,430
Total	$	15,726		$	7,888		$	7,548

Total other income/(expense) for 2006 was $15.7 million. During 2006, the Company sold its minority investment in Institutional Capital Corporation (“ICAP”), an institutional money manager which was acquired by New York Life Investment Management. During 2006, the Company recorded a gain of $10.1 million on the sale. In addition to the ICAP gain, the Company recognized approximately $5 million in gains on the sale of seed investments in new products and portfolios.

Total other income/(expense) was $7.9 million in 2005. As a result of the early repayment of the Company’s previously outstanding $300 million of private placement debt, the Company accelerated the recognition of

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unamortized deferred gains and losses resulting from various interest rate hedging activity associated with the private placement debt. This accelerated recognition resulted in $3.6 million of miscellaneous income for the year. Supplementing this other income was $4.8 million in gains recognized on the sale of seed investments in new products and portfolios.

Net Interest Expense

The following is a summary of Net Interest Expense for the years ended December 31, 2006, 2005 and 2004:

Net Interest Expense
(in thousands)

For the year ended December 31,	2006			2005			2004
Dividends and Interest Income	$	11,388		$	8,978		$	4,597
Interest Expense		(39,554	)		(27,917	)		(12,513	)
Total	$	(28,166	)	$	(18,939	)	$	(7,916	)

Total net interest expense increased $9.2 million in 2006 due to the full year impact of increased interest expense associated with the repurchase of shares from STA and the related increase in outstanding debt. Partially offsetting this increase was an increase in dividends and interest income due to dividends received during 2006 and interest earned on the Company’s cash position, or consolidated funds (See Note 12 to the Consolidated Financial Statements “Consolidated Funds”).

Net interest expense increased $11.0 million in 2005, due to increased interest expense associated with the repurchase of shares from STA and the related increase in outstanding debt.

Recent Accounting Pronouncements

FIN 48

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) issued the final Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 is effective for us as of January 1, 2007, and supplements SFAS No. 109, “Accounting for Income Taxes,” by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date. The term “more-likely-than-not” means a likelihood of more than fifty percent. In addition, FIN 48 requires new annual disclosures in the notes to the financial statements. Tabular disclosure of the beginning and ending balances of unrecognized tax benefits, as well as significant increases and/or decreases to unrecognized tax benefits, is required. The Company does not expect FIN 48 to have a material impact to its financial statements.

SFAS No. 157

On September 15, 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS No. 157”). SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities by defining fair value, establishing a framework for measuring fair value, and expanding disclosure requirements about fair value measurements. SFAS No. 157 does not require any new fair value measurements. Prior to this standard, methods for measuring fair value were diverse and inconsistent, especially for items that are not actively traded. The standard clarifies that, for items that are not actively traded, such as certain kinds of derivatives, that fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just a company’s mark-to-market model value. The standard also requires expanded disclosure of the effect on earnings for items measured using unobservable data.

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Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, SFAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data (for example, the reporting entity’s own data). Finally, under SFAS No. 157, fair value measurements would be separately disclosed by level within the fair value hierarchy.

SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. The Company has not completed a study of what effect SFAS No. 157 will have on its financial position and results of operations.

Capital Resources, Liquidity and Financial Condition

Our primary liquidity needs are to fund capital expenditures, service indebtedness and support working capital requirements. Our principal sources of liquidity are cash flows from operating activities and borrowings under available credit facilities and long-term notes.

Private Placement Debt

On September 19, 2003, the Company issued $300 million of senior unsecured notes (the “private placement debt”). Proceeds from the private placement debt were used to refinance existing debt and for general corporate purposes. These notes, which carried a fixed coupon rate of 4.22%, payable semi-annually, were issued at 100% of par, were unsecured and were prepayable at any time in whole or in part. These notes were originally scheduled to mature on September 19, 2008, but were repaid on April 6, 2005, with borrowings made under a bridge credit agreement (discussed below). At the time of the repayment, the Company also paid approximately $1.5 million in accrued interest. Under the terms of the private placement debt, no “make-whole premium” amounts were due.

Bank Credit Facilities

Since 2003, the Company maintained a line of credit with a group of banks. This $250 million credit line was divided into two equal facilities: one with a three-year term that was scheduled to expire in August of 2006, and one with a term of 364 days that was scheduled to expire in August 2005. During the second quarter of 2005, the Company terminated the 364-day line of credit, and amended the three-year line of credit to permit the borrowings under a bridge financing agreement and the use of those borrowings as described below. During the third quarter of 2005, the Company terminated the three-year term facility and replaced it with a new senior revolving credit facility (discussed below).

Bridge Credit Facility

In April 2005, the Company entered into a $750 million bridge credit agreement with various financial institutions. The original maturity date of this credit agreement was March 31, 2006. Borrowings under this facility bore an interest rate, at Nuveen Investments’ option, of either LIBOR or the Federal Funds rate plus a spread equal to 0.335% to 0.470% based on Nuveen Investments’ leverage, with such applicable spread increasing by 0.25% on September 30, 2005, and by an additional 0.25% on December 31, 2005. The bridge credit agreement required Nuveen Investments to pay a facility fee quarterly in arrears in an annual amount ranging from 0.09% to 0.13%, depending on Nuveen Investments’ leverage ratio, and, when applicable, a utilization fee. During the second quarter of 2005, the Company used approximately $300 million of the amount available under the facility to prepay the holders of the Company’s 4.22% senior unsecured notes due September 19, 2008. During the third quarter of 2005, the Company used an additional $410 million of the remaining amount available under the bridge credit agreement primarily to fulfill its forward contract obligation to repurchase shares of its common stock owned by STA (refer to Note 1 to the Consolidated

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Financial Statements “Sale of The St. Paul Travelers Companies, Inc.’s Ownership Interest in Nuveen Investments”). During the third quarter of 2005, the entire $710 million borrowed under the bridge credit agreement was repaid with borrowings made under a senior revolving credit facility and the issuance of senior notes (both discussed below) and the bridge credit facility was terminated.

Senior Term Notes

On September 12, 2005, Nuveen Investments issued $550 million of senior unsecured notes, consisting of $250 million of 5-year notes and $300 million of 10-year notes. The Company received approximately $544.4 million in net proceeds after discounts and underwriting commissions. The 5-year notes bear interest at an annual fixed rate of 5.0%, payable semi-annually beginning March 15, 2006. The 10-year senior notes bear interest at an annual fixed rate of 5.5%, payable semi-annually also beginning March 15, 2006. The net proceeds from the notes were used to repay a portion of the outstanding debt under the bridge credit facility. The costs related to the issuance of the senior term notes were capitalized and are being amortized to expense over their respective terms.

Senior Revolving Credit Facility

In addition to the senior term notes, the Company has a $400 million senior revolving credit facility entered into in September 2005 that expires on September 15, 2010. As of December 31, 2005, the Company borrowed $150 million of the total amount available under the senior revolving credit facility. The proceeds under this borrowing were used to repay the remaining amount due under the bridge credit facility. During the second quarter of 2006, the Company repaid $50 million under this credit facility, and as of December 31, 2006, the Company had $100 million outstanding under this facility. The rate of interest payable under the agreement is, at the Company’s option, a function of either one of various floating rate indices or the Federal Funds rate. The agreement requires the Company to pay a facility fee at an annual rate of a range of 0.08% to 0.15% that is dependent on our debt rating. Proceeds from borrowings under this facility may be used for fulfilling day-to-day cash requirements and general corporate purposes, including acquisitions, share repurchases and asset purchases. There are conventional financial covenants associated with this credit facility, including a minimum net worth requirement and a maximum leverage ratio. We were in compliance with those covenants as of December 31, 2006.

Other

In addition to the above facilities, our broker-dealer subsidiary may utilize available, uncommitted lines of credit with no annual facility fees, which approximate $50 million, to satisfy periodic, unanticipated, short-term liquidity needs. As of December 31, 2006 and 2005, no borrowings were outstanding on these uncommitted lines of credit.

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'

Aggregate Contractual Obligations

The Company has contractual obligations to make future payments under long-term debt and long-term non-cancelable lease agreements. The following table summarizes these contractual obligations at December 31, 2006:

	Long-Term		Operating
(in thousands)	Debt (1)		Leases(2)		Total
2007	$	—	$	13,046	$	13,046
2008		—		14,176		14,176
2009		—		14,572		14,572
2010		250,000		14,956		264,956
2011		—		14,816		14,816
Thereafter		300,000		27,504		327,504

(1)	Amounts represent the expected cash principal re-payments on the Company’s long-term debt.
(2)	Operating leases represent the minimum rental commitments under non-cancelable operating leases. The Company has no significant capital lease obligations.

The Company also has a $400 million senior revolving credit facility. As of December 31, 2006, the Company had $100 million outstanding under this facility. The Company may prepay amounts outstanding under this facility at any time; however, any amounts outstanding on September 15, 2010 must be paid in full on that date.

Adequacy of Liquidity

Management believes that cash provided from operations and borrowings available under its uncommitted and committed credit facilities will provide the Company with sufficient liquidity to meet its working capital needs, planned capital expenditures, future contractual obligations and payment of its anticipated quarterly dividends.

Equity and Dividends

As part of the NWQ acquisition, key management purchased a non-controlling, member interest in NWQ Investment Management Company, LLC. The non-controlling interest of $0.3 million as of December 31, 2006, and $0.4 million as of December 31, 2005, is reflected in minority interest on the consolidated balance sheets. This purchase allows management to participate in profits of NWQ above specified levels beginning January 1, 2003. During 2006 and 2005, we recorded approximately $3.8 million and $5.6 million, respectively, of minority interest expense, which reflects the portion of profits applicable to the minority owners. Beginning in 2004 and continuing through 2008, the Company has the right to purchase the non-controlling members’ respective interests in NWQ at fair value. On February 13, 2004, the Company exercised its right to call 100% of the Class 2 minority members’ interests for $15.4 million. Of the total amount paid, approximately $12.9 million was recorded as goodwill. On February 15, 2005, the Company exercised its right to call 100% of the Class 3 NWQ minority members’ interests for $22.8 million. Of the total amount paid, approximately $22.5 million was recorded as goodwill. On February 15, 2006, the Company exercised its right to call 25% of the Class 4 NWQ minority members’ interests for $22.6 million. Of the total amount paid on March 1, 2006, approximately $22.5 million was recorded as goodwill.

As part of the Santa Barbara acquisition, an equity opportunity was put in place to allow key individuals to participate in Santa Barbara’s earnings growth over the next five years (Class 2 Units, Class 5A Units, Class 5B Units, and Class 6 Units, collectively referred to as “Units”). The Class 2 Units were fully vested upon issuance. The Class 5A Units shall vest one third on June 30, 2007, one third on June 30, 2008, and one third on June 30, 2009. One third of the Class 5B Units vested upon issuance, one third on June 30, 2007, and one

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third on June 30, 2009. The Class 6 Units shall vest on June 30, 2009. During 2006, we recorded approximately $1.2 million of minority interest expense, which reflects the portion of profits applicable to the minority owners. The Units entitle the holders to receive a distribution of the cash flow from Santa Barbara’s business to the extent such cash flow exceeds certain thresholds. The distribution thresholds vary from year to year, reflecting Santa Barbara achieving certain profit levels and the distributions of profits interests are also subject to a cap in each year. Beginning in 2008 and continuing through 2012, the Company has the right to acquire the Units of the non-controlling members.

During 2006, new equity opportunities were put in place covering NWQ, Tradewinds and Symphony. These programs allow key individuals of these businesses to participate in the growth of their respective businesses over the next five years. Classes of units were established at each subsidiary (collectively referred to as “Units”). Certain of these Units vest on June 30 of 2007, 2008, 2009, 2010 and 2011. During 2006, we recorded approximately $1.2 million of minority interest expense, which reflects the portion of profits applicable to minority owners. The Units entitle the holders to receive a distribution of the cash flow from their business to the extent such cash flow exceeds certain thresholds. The distribution thresholds increase from year to year and the distributions of the profits interests are also subject to a cap in each year. Beginning in 2008 and continuing through 2012, the Company has the right to acquire the Units of the non-controlling members.

At December 31, 2006, we held in treasury 42,096,405 shares of the Company’s common stock. During 2006, the Company repurchased 1,963,497 common stock shares in open market transactions as part of an on-going repurchase program. As part of a share repurchase program approved on August 9, 2006, we are authorized to purchase up to 7.0 million shares of common stock. As of December 31, 2006, the remaining authorization covered 6.6 million shares.

During 2006, we paid out dividends on common shares totaling $73.1 million. See Note 15 to the Consolidated Financial Statements, “Quarterly Results (Unaudited),” for a summary of our dividends paid during the last two fiscal years.

Broker-Dealer

Our broker-dealer subsidiary is subject to requirements of the Securities and Exchange Commission relating to liquidity and capital standards (See Note 14 to the Consolidated Financial Statements “Net Capital Requirement”).

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that impact our financial position and results of operations. These estimates and assumptions are affected by our application of accounting policies. Below we describe certain critical accounting policies that we believe are important to the understanding of our results of operations and financial position. In addition, please refer to Note 1 to the Consolidated Financial Statements for further discussion of our accounting policies.

Intangible Assets

At December 31, 2006, our assets included $634 million of goodwill and $67 million of other definite-lived intangible assets. Under Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” we are required to test the fair value of goodwill and indefinite-lived intangibles on an annual basis and between annual tests in certain circumstances. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows,

32

determining appropriate market multiples and other assumptions. We completed the impairment testing of goodwill and determined that there was no impairment to the goodwill recorded in our books and records as of May 31, 2006, the date that we have selected as an annual date. The recognition of any such impairment would have resulted in a charge to income in the period in which the impairment was determined. While we believe that our testing was appropriate, the use of different assumptions may result in recognizing some impairment of goodwill in our financial statements.

Impairment of Investment Securities

SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 59, “Accounting for Noncurrent Marketable Equity Securities” and FASB Emerging Issues Task Force (“EITF”) 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” provide guidance on determining when an investment is other-than-temporarily impaired. We periodically evaluate our investments for other-than-temporary declines in value. To determine if an other-than-temporary decline exists, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, as well as our intent and ability to hold the investment. Additionally, we consider the financial health of and near-term business outlook for a counterparty, including factors such as industry performance and operational cash flow. If an other-than-temporary decline in value is determined to exist, the unrealized investment loss net of tax, in accumulated other comprehensive income, is realized as a charge to net income in that period. See Note 1 to the Consolidated Financial Statements for further information.

Accounting for Income Taxes

SFAS No. 109, “Accounting for Income Taxes,” establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could impact our financial position or our results of operations.

Forward-Looking Information and Risks

From time to time, information we provide or information included in our filings with the SEC (including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Notes to Consolidated Financial Statements in this Form 10-K) may contain statements that are not historical facts, but are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or future financial performance and reflect management’s expectations and opinions. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or comparable terminology. These statements are only predictions, and our actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous known and unknown risks, uncertainties and other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed below and elsewhere in this report. These factors may not be exhaustive, and we cannot predict the extent to which any factor, or combination of factors, may cause actual results to differ materially from those predicted in any forward-looking statements. We undertake no responsibility to update publicly or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

Risks, uncertainties and other factors that pertain to our business and the effects of which may cause our assets under management, earnings, revenues, profit margins, and/or our stock price to decline include: (1) the effects of the substantial competition that we, like all market participants, face in the investment management business; (2) our inability to access third-party distribution channels to market our products or a related

33

reduction in fees we might receive for services provided by these channels; (3) the adverse effects of declines in securities markets and/or poor investment performance by our managers on our assets under management and future offerings; (4) a decline in the market for closed-end funds, mutual funds and managed accounts; (5) the adverse effect of increases in interest rates from their present levels on the net asset value of our assets under management that are invested in fixed-income securities; (6) a significant and sustained decline in equity markets resulting in a significant decrease in our assets under management which would result in a reduction in revenue; (7) our failure to comply with contractual requirements and/or guidelines in our client relationships; (8) our failure to comply with various government regulations, including federal and state securities laws, and the rules of the National Association of Securities Dealers; (9) our reliance on revenues from investment management contracts that are subject to annual renewal by the independent board of trustees overseeing the related funds according to their terms; (10) the loss of key employees that could lead to loss of assets; (11) burdensome regulatory developments; (12) the impact of accounting pronouncements; (13) the effect of increased leverage on us as a result of our incurrence of additional indebtedness as a result of our share repurchase from STA; and (14) unforeseen developments in litigation involving the securities industry or the Company. See Item 1A. “Risk Factors”.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The following information, and information included elsewhere in this report, describe the key aspects of certain financial instruments that have market risk.

Interest Rate Sensitivity

As of December 31, 2006 and December 31, 2005, we had $100 million and $150 million, respectively, outstanding under our senior revolving credit facility. The rate of interest payable under the agreement is, at the Company’s option, a function of either one of various floating rate indices or the Federal Funds rate. We estimate that a 100 basis point increase (1 percentage point) in interest rates from the level at December 31, 2006 and December 31, 2005, would result in a $1.0 million and $1.5 million increase, respectively, in annual interest expense; however, it would have no impact on the fair value of the debt at December 31, 2006 or December 31, 2005. In addition to the debt outstanding under our revolving credit facility at December 31, 2006 and December 31, 2005, we also had $550 million of senior unsecured notes, including $250 million of 5-year notes and $300 million of 10-year notes. The 5-year notes will bear interest at an annual fixed rate of 5.0% payable semi-annually, beginning March 15, 2006. The 10-year senior notes will bear interest at an annual fixed rate of 5.5% payable semi-annually, also beginning March 15, 2006. A change in interest rates would have had no impact on interest incurred on our fixed rate debt or cash flow, but would have had an impact on the fair value of the debt. We estimate that a 100 basis point increase in interest rates from the levels at December 31, 2006, and December 31, 2005, would have resulted in a net decrease in the fair value of our debt of approximately $27 million at December 31, 2006 and $31 million at December 31, 2005.

Our investments consist primarily of Company-sponsored managed investment funds that invest in a variety of asset classes. Additionally, the Company periodically invests in new advisory accounts to establish a performance history prior to a potential product launch. Company-sponsored funds and accounts are carried on our consolidated financial statements at fair market value and are subject to the investment performance of the underlying sponsored fund or account. Any unrealized gain or loss is recognized upon the sale of the investment. The carrying value of the Company’s investments in fixed-income funds or accounts, which expose us to interest rate risk, was approximately $63 million and $45 million at December 31, 2006 and 2005, respectively. We estimate that a 100 basis point increase in interest rates from the levels at December 31, 2006, would result in a net decrease of approximately $1.8 million in the fair value of the fixed-income

34

investments at December 31, 2006. We estimate that a 100 basis point increase in interest rates from the levels at December 31, 2005, would have resulted in a net decrease of approximately $1.7 million in the fair value of the fixed-income investments at December 31, 2005.

Also included in investments at December 31, 2006, are certain swap agreements and futures contracts that are sensitive to changes in interest rates. The futures contracts and swap agreements are being used to mitigate overall market risk related to our investments in recently created product portfolios that are not yet marketed. The fair value of these instruments totaled approximately $0.3 million at December 31, 2006, and December 31, 2005. We estimate that a 100 basis point increase in interest rates from the levels at December 31, 2006 and 2005, would have resulted in a net increase in the fair market value of the open derivatives of $1.7 million. See Note 5 “Derivative Financial Instruments” to our Consolidated Financial Statements for more information.

Equity Market Sensitivity

As discussed above in the interest rate sensitivity section, we invest in certain Company-sponsored managed investment funds and accounts that invest in a variety of asset classes. The carrying value of the Company’s investments in funds and accounts subject to equity price risk is approximately $55 million and $45 million, at December 31, 2006 and 2005, respectively. As of December 31, 2006 and 2005, we estimate that a 10% adverse change in equity prices would have resulted in decreases of approximately $5 million in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

An adverse movement in the equity price of our holdings in privately-held companies cannot be easily quantified as our ability to realize returns on our investment depends on the investees’ ability to raise additional capital and/or derive cash inflows from continuing operations.

Inflation

Our assets are, to a large extent, liquid in nature and therefore not significantly affected by inflation. However, inflation may result in increases in our expenses, such as employee compensation, advertising and promotional costs, and office occupancy costs. To the extent inflation, or the expectation thereof, results in rising interest rates or has other adverse effects upon the securities markets and on the value of financial instruments, it may adversely affect our financial condition and results of operations. A substantial decline in the value of fixed-income or equity investments could adversely affect the net asset value of funds and accounts we manage, which in turn would result in a decline in investment advisory and performance fee revenue.

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Item 8. Financial Statements and Supplementary Data

Consolidated Balance Sheets
(in thousands, except for share data)

	December 31,
	2006			2005
Assets
Cash and cash equivalents	$	223,168		$	128,933
Management and distribution fees receivable		87,239			61,932
Other receivables		23,481			22,387
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $67,973 and $58,950, respectively		33,454			31,926
Investments		129,099			121,273
Goodwill		634,290			625,267
Other intangible assets, at cost less accumulated amortization of $29,217 and $20,785, respectively		67,374			62,307
Current taxes receivable		4,007			4,377
Other assets		25,660			18,815
	$	1,227,772		$	1,077,217
Liabilities and Stockholders’ Equity
Short-Term Obligations:
Notes payable	$	100,000		$	150,000
Accounts payable		13,474			15,990
Accrued compensation and other expenses		120,842			86,644
Other short-term liabilities		24,962			12,930
Total Short-Term Obligations		259,278			265,564
Long-Term Obligations:
Senior term notes		544,504			543,733
Deferred compensation		41,578			36,585
Deferred income tax liability, net		23,280			26,319
Other long-term liabilities		23,444			23,186
Total Long-Term Obligations		632,806			629,823
Total Liabilities		892,084			895,387
Minority interest		44,969			25,007
Common stockholders’ equity:
Class A common stock, $.01 par value, 160,000,000 shares authorized, 120,911,480 shares issued at December 31, 2006 and 2005, respectively		1,209			1,209
Additional paid-in capital		276,479			246,565
Retained earnings		1,091,136			965,058
Unamortized cost of restricted stock awards		(21,796	)		(18,337	)
Accumulated other comprehensive income/(loss)		(1,141	)		864
		1,345,887			1,195,359
Less common stock held in treasury, at cost (42,096,405 and 43,196,377 shares, respectively)		(1,055,168	)		(1,038,536	)
Total common stockholders’ equity		290,719			156,823
	$	1,227,772		$	1,077,217

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Income
(in thousands, except per share data)

	Year Ended December 31,
	2006			2005			2004
Operating revenues:
Investment advisory fees from assets under management	$	685,847		$	559,663		$	475,814
Product distribution		4,745			8,356			8,959
Performance fees/other revenue		19,236			21,110			20,864
Total operating revenues		709,828			589,129			505,637
Operating expenses:
Compensation and benefits		263,686			195,194			165,321
Advertising and promotional costs		13,500			12,495			12,158
Occupancy and equipment costs		24,184			21,648			19,740
Amortization of intangible assets		8,433			5,492			5,118
Travel and entertainment		10,158			8,357			7,981
Outside and professional services		30,811			25,002			22,216
Minority interest expense		6,230			5,809			1,875
Other operating expenses		31,782			25,242			18,353
Total operating expenses		388,784			299,239			252,762
Other income/(expense)		15,726			7,888			7,548
Net interest expense		(28,166	)		(18,939	)		(7,916	)
Income before taxes		308,604			278,839			252,507
Income taxes:
Current		123,000			103,597			87,723
Deferred		(2,076	)		4,086			8,376
Total income taxes		120,924			107,683			96,099
Net income	$	187,680		$	171,156		$	156,408
Average common and common equivalent shares outstanding:
Basic		77,852			81,356			92,671
Diluted		83,148			86,111			96,121
Earnings per common share:
Basic	$	2.41		$	2.10		$	1.69
Diluted	$	2.26		$	1.99		$	1.63

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Changes in Common Stockholders’ Equity
(in thousands)

												Unamortized			Accumulated
	Class A		Class B			Additional						Cost of			Other
	Common		Common			Paid-In			Retained			Restricted			Comprehensive			Treasury
	Stock		Stock			Capital			Earnings			Stock Awards			Income/(Loss)			Stock			Total
Balance at December 31, 2003	$	476	$	733		$	188,899		$	763,301		$	(50	)	$	(2,641	)	$	(471,738	)	$	478,980
Net income										156,408												156,408
Cash dividends paid										(63,979	)											(63,979	)
Purchase of treasury stock																			(52,076	)		(52,076	)
Compensation expense on options							20,417															20,417
Exercise of stock options							(5,857	)		(1,144	)								37,257			30,256
Issuance of deferred stock										(66	)								300			234
Grant of restricted stock										29			(89	)					60			—
Amortization of restricted stock awards													62									62
Tax effect of options exercised							11,643															11,643
Other comprehensive income																3,533						3,533
Balance at December 31, 2004	$	476	$	733		$	215,102		$	854,549		$	(77	)	$	892		$	(486,197	)	$	585,478
Net income										171,156												171,156
Cash dividends paid										(62,805	)											(62,805	)
Conversion of B shares to A		733		(733	)																	—
Purchase of treasury stock																			(636,112	)		(636,112	)
Compensation expense on options							14,520															14,520
Exercise of stock options							(9,754	)		(10,399	)								73,852			53,699
Grant of restricted stock										12,557			(23,197	)					10,640			—
Forfeit of restricted stock													719						(719	)		—
Amortization of restricted stock awards													4,218									4,218
Tax effect of options exercised							26,022															26,022
Tax effect of restricted stock granted							675															675
Other comprehensive income/(loss)																(28	)					(28	)
Balance at December 31, 2005	$	1,209	$	—		$	246,565		$	965,058		$	(18,337	)	$	864		$	(1,038,536	)	$	156,823
Net income										187,680												187,680
Cash dividends paid										(73,139	)											(73,139	)
Purchase of treasury stock																			(90,941	)		(90,941	)
Compensation expense on options							17,694															17,694
Exercise of stock options							(10,595	)		3,912									66,145			59,462
Grant of restricted stock										7,542			(16,297	)					8,755			—
Issuance of deferred stock										83									188			271
Forfeit of restricted stock													779						(779	)		—
Amortization of restricted stock awards													12,059									12,059
Tax effect of options exercised							22,801															22,801
Tax effect of restricted stock granted							14															14
Other comprehensive income/(loss)																(2,005	)					(2,005	)
Balance at December 31, 2006	$	1,209	$	—		$	276,479		$	1,091,136		$	(21,796	)	$	(1,141	)	$	(1,055,168	)	$	290,719

Comprehensive Income (in 000s):	2006			2005			2004
Net income	$	187,680		$	171,156		$	156,408
Other comprehensive income:
Unrealized gains/(losses) on marketable equity securities, net of tax		4,197			1,847			3,392
Reclassification adjustments for realized (gains)/losses		(3,321	)		(2,195	)		(136	)
Acceleration of terminated cash flow hedge		—			1,141			—
Terminated cash flow hedge		(241	)		1,529			276
Deferred tax impact of terminated cash flow hedge		(503	)		—			—
Funded status of qualified pension plan, net of tax		(2,134	)		(2,351	)		—
Foreign currency translation adjustments		(3	)		1			1
Subtotal: other comprehensive income/(loss)		(2,005	)		(28	)		3,533
Comprehensive Income	$	185,675		$	171,128		$	159,941

Change in Shares Outstanding (in 000s):	2006			2005			2004
Shares outstanding at the beginning of the year		77,715			92,905			92,506
Shares issued under equity incentive plans		3,083			3,907			2,219
Shares acquired		(1,983	)		(904	)		(1,820	)
Repurchase from STA		—			(18,193	)		—
Shares outstanding at the end of the year		78,815			77,715			92,905

See accompanying notes to consolidated financial statements.

The Company began expensing the cost of stock options on April 1, 2004. All prior period financial information has been restated.

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Consolidated Statements of Cash Flows
(in thousands)

	Year Ended December 31,
	2006			2005			2004
Cash flows from operating activities:
Net income	$	187,680		$	171,156		$	156,408
Adjustments to reconcile net income to net cash provided from operating activities:
Deferred income taxes		(2,076	)		4,086			8,376
Depreciation of office property, equipment, and leaseholds		9,425			8,745			7,900
Unrealized (gains)/losses from available-for-sale investments		(5,895	)		(1,549	)		(388	)
Amortization of intangible assets		8,433			5,492			5,118
Amortization of debt related items, net		533			(3,753	)		(637	)
Compensation expense for equity plans		41,370			19,221			20,479
Net (increase) decrease in assets:
Management and distribution fees receivable		(25,308	)		(8,995	)		4,069
Other receivables		8,837			(1,886	)		(7,476	)
Other assets		(6,842	)		1,625			1,221
Net increase (decrease) in liabilities:
Accrued compensation and other expenses		32,968			18,888			11,825
Deferred compensation		4,993			2,037			3,840
Current taxes payable		370			(8,632	)		(15,415	)
Accounts payable		(2,516	)		494			858
Other liabilities		(4,619	)		4,875			(4,193	)
Other		(1,397	)		(3,245	)		4
Net cash provided from operating activities		245,956			208,559			191,989
Cash flows from financing activities:
Proceeds from loans and notes payable		—			860,000			—
Proceeds from senior term notes		—			550,000			—
Repayments of notes and loans payable		(50,000	)		(1,010,000	)		—
Net deferred debt issuance related items		—			(4,661	)		3,846
Dividends paid		(73,139	)		(62,805	)		(63,979	)
Proceeds from stock options exercised		59,462			53,699			30,256
Acquisition of treasury stock		(90,941	)		(636,112	)		(52,076	)
Other, consisting primarily of the tax effect of options exercised		22,811			26,697			11,643
Net cash used for financing activities		(131,807	)		(223,182	)		(70,310	)
Cash flows from investing activities:
Santa Barbara acquisition		—			(49,765	)		—
Purchase of office property and equipment		(11,123	)		(13,494	)		(5,634	)
Proceeds from sales of investment securities		46,884			29,452			2,543
Purchases of investment securities		(38,765	)		(13,477	)		(54,718	)
Net change in consolidated mutual funds		5,716			(6,604	)		—
Contingent consideration for Symphony acquisition		—			—			(1,639	)
Repurchase of NWQ minority members’ interests		(22,642	)		(22,800	)		(15,424	)
Other, consisting primarily of the change in other investments		17			10,883			968
Net cash used for investing activities		(19,913	)		(65,805	)		(73,904	)
Effect of exchange rate changes on cash and cash equivalents		(1	)		1			1
Increase/(decrease) in cash and cash equivalents		94,235			(80,427	)		47,776
Cash and cash equivalents:
Beginning of year		128,933			209,360			161,584
End of year	$	223,168		$	128,933		$	209,360

See accpmpanying notes to consolidated financial statemetns.

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1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information and Basis of Presentation

The consolidated financial statements include the accounts of Nuveen Investments, Inc. (“the Company” or “Nuveen Investments”) and its majority-owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and accounts have been eliminated in consolidation.

Nuveen Investments markets its highly specialized investment teams, each with its own brand name and area of expertise: NWQ, specializing in value-style equities; Nuveen, focused on fixed-income investments; Santa Barbara, committed to growth equities; Tradewinds, specializing in global equities; Rittenhouse, dedicated to “blue-chip” growth equities; and Symphony, with expertise in alternative investments as well as equity and credit strategies.

Operations of Nuveen Investments are organized around its principal advisory subsidiaries, which are registered investment advisers under the Investment Advisers Act of 1940. These advisory subsidiaries manage the Nuveen mutual funds and closed-end funds and provide investment services for individual and institutional managed accounts. Additionally, Nuveen Investments, LLC, a registered broker and dealer in securities under the Securities Exchange Act of 1934, provides investment product distribution and related services for the Company’s managed funds.

Sale of The St. Paul Travelers Companies, Inc.’s Ownership Interest in Nuveen Investments

On April 7, 2005, The St. Paul Travelers Companies, Inc. (“STA”) sold approximately 40 million shares of Nuveen Investments’ common stock in a secondary underwritten public offering at $34.00 per share.

In addition, the Company repurchased $600 million of Nuveen Investments common stock directly from STA at a price of $32.98 per share, or approximately 18.2 million shares. The repurchase of these shares was completed through two steps — a $200 million (6.0 million shares) repurchase was completed on April 7, 2005, and a $400 million forward purchase (plus interest) was settled on July 28, 2005. The entire $600 million repurchase has been recorded by Nuveen Investments as if it were completed in its entirety on April 7, 2005. As such, effective April 7, 2005, Nuveen Investments had approximately 75.9 million shares of common stock outstanding for the purpose of computing basic earnings per share. Upon the closing of the secondary offering, the Company was no longer a majority-owned subsidiary of STA, and, as of the end of September 2005, all of STA’s remaining ownership interest had been sold.

Expensing Stock Options

Effective April 1, 2004, the Company began expensing the cost of stock options in accordance with the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation.” Under the fair value recognition provisions of SFAS No. 123, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the lesser of the options’ vesting period or the related employee service period. A Black-Scholes option-pricing model was used to determine the fair value of each award at the time of the grant.

The retroactive restatement method described in SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” was adopted and the results for prior years have been restated. Compensation cost recognized is the same as that which would have been recognized had the fair value method of SFAS No. 123 been applied from its original effective date. Prior to April 1, 2004, the Company accounted for stock option plans under the provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (Revised 2004), “Share-Based Payment” (“SFAS No. 123R”). SFAS No. 123R is a revision of SFAS No. 123, and supersedes APB Opinion No. 25 and its related implementation guidance. SFAS No. 123R focuses primarily

40

on accounting for transactions in which an entity obtains employee services through share-based payment transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. SFAS No. 123R requires the use of a slightly different method of accounting for forfeitures. Beginning in 2006, the Company adopted SFAS No. 123R. No cumulative accounting adjustment was recorded, as this change in methodology did not have a material impact on the Company’s consolidated financial statements.

Other

Certain other amounts in the prior year financial statements have been reclassified to conform to the 2006 presentation. These reclassifications had no effect on net income or stockholders’ equity.

Use of Estimates

These financial statements rely, in part, on estimates. Actual results could differ from these estimates. In the opinion of management, all necessary adjustments (consisting of normal recurring accruals) have been reflected for a fair presentation of the results of operations, financial position and cash flows in the accompanying consolidated financial statements.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, investment instruments with maturities of three months or less and other highly liquid investments, including commercial paper and money market funds, which are readily convertible to cash. Amounts presented on our consolidated balance sheets approximate fair value. Included in cash and cash equivalents are approximately $5 million of treasury bills segregated in a special reserve account for the benefit of customers under rule 15c3-3 of the Securities and Exchange Commission.

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell are treated as collateralized financing transactions and are carried at the amounts at which such securities will be subsequently resold, including accrued interest, and approximate fair value. The Company’s exposure to credit risks associated with the nonperformance of counterparties in fulfilling these contractual obligations can be directly impacted by market fluctuations that may impair the counterparties’ ability to satisfy their obligations. It is the Company’s policy to take possession of the securities underlying the agreements to resell or enter into tri-party agreements, which include segregation of the collateral by an independent third party for the benefit of the Company. The Company monitors the value of these securities daily and, if necessary, obtains additional collateral to assure that the agreements are fully secured. At December 31, 2006 and 2005, the Company had approximately $50 million and $20 million, respectively, in securities purchased under agreements to resell.

The Company utilizes resale agreements to invest cash not required to fund daily operations. The level of such investments will fluctuate on a daily basis. Such resale agreements typically mature on the day following the day on which the Company enters into such agreements. Since these agreements are highly liquid investments, readily convertible to cash, and mature in less than three months, the Company includes these amounts in cash equivalents for balance sheet and cash flow purposes.

Securities Transactions

Securities transactions entered into by the Company’s broker-dealer subsidiary are recorded on a settlement date basis, which is generally three business days after the trade date. Securities owned are valued at market value with profit and loss accrued on unsettled transactions based on the trade date.

Furniture, Equipment and Leasehold Improvements

Furniture and equipment, primarily computer equipment, is depreciated on a straight-line basis over estimated useful lives ranging from three to ten years. Leasehold improvements are amortized over the lesser of the economic useful life of the improvement or the remaining term of the lease. The Company capitalizes certain

41

costs incurred in the development of internal-use software. Software development costs are amortized over a period of not more than five years.

Investments

Realized gains on the sale of investments are calculated based on the specific identification method and are recorded in “Other Income/Expense” on the accompanying consolidated statements of income.

Investments consist of securities classified as either: non-marketable, trading, or available-for-sale.

Of the approximate $129 million in total investments at December 31, 2006, approximately $55 million relates to equity-based funds and accounts and $74 million relates to fixed-income funds or accounts.

Also included in total investments of $129 million and $121 million as of December 31, 2006 and 2005, respectively, on the accompanying consolidated balance sheets are underlying securities from three funds managed by the Company (see Note 12, “Consolidated Funds”). These underlying securities approximate $35 million and $28 million as of December 31, 2006 and 2005, respectively, and are excluded from the discussion, below, regarding the Company’s classification of investments as either non-marketable, trading, or available-for sale. As a result of being the sole investor in the three funds referenced above at December 31, 2005 and the majority investor as of December 31, 2006, the Company is required to consolidate these funds in its consolidated financial statements. Although the underlying securities of these fund investments would be classified as “trading” securities by the funds if the funds were to follow SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” the Company does not classify these underlying securities as “trading” securities, as the Company’s investment is at the fund level. In addition, the Company’s objective for holding an investment in these three funds is not to buy or sell frequently nor is it to generate profits. The Company’s objective is to hold the fund investments until such time that they are majority-owned by outside investors.

Non-marketable securities are investments that are saleable, but for which no ready market exists. These investments are carried at cost. At December 31, 2006, the Company did not hold any investments that it classified as non-marketable. At December 31, 2005, approximately $30 million of the Company’s total investments were classified as non-marketable, which represented non-voting common stock in a privately held institutional equity manager (Institutional Capital Corporation).

Trading securities are securities bought and held principally for the purpose of selling them in the near term. These investments are reported at fair value, with unrealized gains and losses included in earnings. At December 31, 2006 and 2005, approximately $27 million and $22 million of investments, respectively, were classified as trading securities. As of December 31, 2006 and 2005, approximately $12 million and $11 million of these securities, respectively, were in products or portfolios that are not currently marketed by the Company but may be offered to investors in the future. The fair value for these products is determined through a combination of quoted market prices as well as a valuation of any derivatives employed by means of discounted cash flow analysis. The remaining balance of approximately $14 million and $10 million as of December 31, 2006 and 2005, respectively, included as trading securities is our investment in certain Company-sponsored mutual funds. The purpose of these investments is to mitigate the Company’s interest rate exposure for those participants in the deferred compensation program who have elected to defer compensation with such deferred compensation earning interest based on the rate of return of one of several managed funds sponsored by the Company. To mitigate exposure and to minimize the volatility of the Company’s deferred compensation liability, the Company purchases shares of the underlying funds at the time of the deferral.

Investments not classified as either non-marketable or trading are classified as available-for-sale securities. These investments are carried at fair value with unrealized holding gains and losses reported net of tax as a separate component of accumulated other comprehensive income until realized. Realized gains and losses are reflected as a component of non-operating income/(expense). At December 31, 2006 and 2005, approximately $66 million and $40 million of investments, respectively, were classified as available-for-sale and consist

42

primarily of Company-sponsored products or portfolios that are not currently being marketed by the Company but may be offered to investors in the future. These marketable securities are carried at fair value, which is based on quoted market prices.

The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by major security type at December 31, 2006 and 2005, are as follows:

					Gross
			Gross Unrealized		Unrealized
(in 000s)	Cost		Holding Gains		Holding Losses			Fair Value
At December 31, 2006
Incubation strategies	$	24,722	$	2,712	$	(31	)	$	27,403
Sponsored funds		20,559		1,088		(40	)		21,607
Other		17,154		144		—			17,298
	$	62,435	$	3,944	$	(71	)	$	66,308
At December 31, 2005
Incubation strategies	$	24,249	$	2,479	$	(28	)	$	26,700
Sponsored funds		8,620		479		(143	)		8,956
Other		4,203		—		(26	)		4,177
	$	37,072	$	2,958	$	(197	)	$	39,833

The Company periodically evaluates its investments for other-than-temporary declines in value. Other-than-temporary declines in value may exist when the fair value of an investment security has been below the carrying value for an extended period of time. If an other-than-temporary decline in value is determined to exist, the unrealized investment loss net of tax in accumulated other comprehensive income is realized as a charge to net income in that period. At December 31, 2006, for the six investments that have unrealized losses for greater than 12 months, the Company believes that all of these unrealized losses are only temporary and are due to temporary market conditions. Supporting this conclusion is the increase in the value of these investments, and commensurate decline in total unrealized losses at December 31, 2006, compared to total unrealized losses at December 31, 2005. The following table presents information about the Company’s investments with unrealized losses at December 31, 2006 and 2005 (in 000s):

	Less than 12 months					12 months or longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
December 31, 2006
Sponsored funds	$	2,000	$	(23	)	$	584	$	(17	)	$	2,584	$	(40	)
Incubation strategies		1,339		(31	)		—		—			1,339		(31	)
Total temporarily impaired securities	$	3,339	$	(54	)	$	584	$	(17	)	$	3,923	$	(71	)
December 31, 2005
Sponsored funds	$	5,125	$	(139	)	$	296	$	(30	)	$	5,421	$	(169	)
Incubation strategies		987		(28	)		—		—			987		(28	)
Total temporarily impaired securities	$	6,112	$	(167	)	$	296	$	(30	)	$	6,408	$	(197	)

Revenue Recognition

Investment advisory fees from assets under management are recognized ratably over the period that assets are under management. Performance fees are recognized only at the performance measurement dates contained in the individual account management agreements and are dependent upon performance of the account exceeding agreed-upon benchmarks over the relevant period. Some of the Company’s investment management agreements provide that, to the extent certain enumerated expenses exceed a specified percentage of a fund’s

43

or a portfolio’s average net assets for a given year, the advisor will absorb such expenses through a reduction in management fees. Investment advisory fees are recorded net of any such expense reductions. Investment advisory fees are also recorded net of any sub-advisory fees paid by the Company based on the terms of those arrangements.

Accumulated Other Comprehensive Income/(Loss)

The Company’s other comprehensive income/(loss) consists of: changes in unrealized gains and losses on certain investment securities classified as available-for-sale (recorded net of tax); reclassification adjustments for realized gains/(losses) on those investment securities classified as available-for-sale; activity from terminated cash flow hedges; activity related to the Company’s qualified pension and post-retirement plans; and foreign currency translation adjustments.

The changes in unrealized gains and (losses) (net of tax) on certain investment securities classified as available-for-sale were approximately $0.9 million, ($0.3 million) and $3.2 million for the years ended December 31, 2006, 2005, and 2004, respectively. The related cumulative tax effects of the changes in unrealized gains and losses on those investment securities classified as available-for-sale were deferred tax benefits/(liabilities) of ($0.3 million) in 2006, $0.2 million in 2005 and ($2.1 million) in 2004. The reclassification adjustments for realized gains/(losses) for those investment securities classified as available-for-sale resulted in gains of approximately $3.3 million, $2.2 million and $0.1 million in 2006, 2005 and 2004, respectively.

During 2006, the Company did not have any new activity resulting from cash flow hedges. During 2005, the Company had two different sources of activity from terminated cash flow hedges: (1) the acceleration of the amortization of the deferred loss resulting from a series of Treasury rate lock transactions related to the private placement debt; and (2) the deferral of a gain and its related amortization resulting from a series of Treasury rate lock transactions related to the Senior Term Notes.

The first source of 2005 activity from terminated cash flow hedges relates to the private placement debt. As discussed further in Note 5, “Derivative Financial Instruments,” the Company had incurred a deferred loss during 2003 in connection with a series of Treasury rate lock transactions that had been entered into in anticipation of the private placement debt (see Note 4, “Debt”). This loss was being reclassified into current earnings commensurate with the recognition of interest expense on the private placement debt. The amortization of this loss was approximately $0.1 million and $0.3 million for the years ended December 31, 2003 and 2004, respectively. At December 31, 2004, the remaining unamortized loss from these Treasury rate lock transactions was approximately $1.1 million. On April 6, 2005, the Company made an early repayment of the entire $300 million of private placement debt. As a result of this early repayment, the Company accelerated the recognition of the remaining $1.1 million of unamortized deferred loss relating to those Treasury rate lock transactions. At December 31, 2005, there was no remaining unamortized loss relating to these Treasury rate lock transactions.

The second source of 2005 activity from terminated cash flow hedges relates to the Senior Term Notes. As discussed further in Note 5, “Derivative Financial Instruments,” during 2005, the Company deferred a $1.6 million gain that resulted from another series of Treasury rate lock transactions; these Treasury rate lock transactions were entered into in anticipation of the issuance of the Senior Term Notes (see Note 4, “Debt,” for additional information). This $1.6 million gain is being reclassified into current earnings commensurate with the recognition of interest expense on the 5-year and 10-year term debt. As the gain resulting from these Treasury rate lock transactions did not occur until 2005, there was no amortization for the year ended December 31, 2004. For the years ended December 31, 2005 and 2006, approximately $0.1 million and $0.2 million of this gain, respectively, were reclassified from deferred gain in other comprehensive income to a reduction of interest expense. At December 31, 2006 and 2005, the remaining unamortized gain on these Treasury rate lock transactions approximated $1.3 million and $1.5 million, respectively. During 2007, the Company expects to reclassify approximately $0.3 million of the deferred gain into interest expense.

The next component of the Company’s other comprehensive income/(loss) relates to the Company’s pension and post-retirement plans. For the year ended December 31, 2005, the Company updated certain actuarial

44

assumptions used to determine the accumulated benefit obligation (“ABO”) for its qualified pension plan. As a result, the Company’s qualified pension plan was determined to be underfunded on an ABO basis as of December 31, 2005. Consequently, a charge was recorded to stockholders’ equity, net of income tax benefits, as a component of other comprehensive loss, of approximately $2.4 million. On September 29, 2006, the FASB issued a new pension standard, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). (See Note 8, “Retirement Plans,” for additional information.) At December 31, 2006, an additional charge was recorded to stockholders’ equity, net of income tax benefits, as a component of other comprehensive loss, of approximately $2.2 million for the Company’s qualified and excess pension plans. In addition, at December 31, 2006, a gain of approximately $75,000 was recorded as a component of other comprehensive income related to the Company’s post-retirement benefits plan.

Finally, the last component of the Company’s other comprehensive income/(loss) relates to foreign currency translation adjustments. For the year ended December 31, 2006, approximately $3,000 of a foreign currency translation loss was recorded into other comprehensive income. The Company recorded approximately $1,000 of foreign currency translation gains for each of the years ended December 31, 2005 and 2004.

The Company’s total comprehensive income was approximately $185.7 million in 2006, $171.1 million in 2005, and $159.9 million in 2004.

Goodwill

In July 2001, the FASB issued Statement SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”.) SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead that they be tested for impairment at least annually using a two-step process. Other intangible assets continue to be amortized over their useful lives.

The Company has chosen May 31 as its measurement date for the annual SFAS No. 142 impairment test. Neither the initial SFAS No. 142 impairment test (as of January 1, 2002), nor any of the subsequent, ongoing annual SFAS No. 142 impairment tests (as of May 31) indicate any impairment of goodwill. The Company has identified five reporting units for purposes of the impairment test. These reporting units are one level below our operating segment and were determined based on how we manage our business, including our internal reporting structure, management accountability and resource prioritization process. The Company’s SFAS No. 142 goodwill impairment test involves the use of estimates. Specifically, estimates are used in assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of reporting units. While we believe that our testing was appropriate, the use of different assumptions may have resulted in recognizing some impairment of goodwill in our financial statements.

The following table presents a reconciliation of activity in goodwill from December 31, 2004 to December 31, 2006, as presented on our consolidated balance sheets:

(in 000s)

Balance at December 31, 2004	$	549,811
Repurchase of 100% of NWQ Class 3 interests (see Note 6)		22,500
Santa Barbara acquisition (see Note 11)		52,956
Balance at December 31, 2005	$	625,267
Repurchase of NWQ minority interests (see Note 6)		22,500
Revised Santa Barbara intangible asset valuation		(13,497	)
Additional Santa Barbara acquisition costs		20
Balance at December 31, 2006	$	634,290

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Intangible Assets

Intangible assets consist primarily of the estimated value of customer relationships resulting from our Symphony, NWQ, and Santa Barbara acquisitions. The Company does not have any intangible assets with indefinite lives. The Company amortizes intangible assets over their estimated useful lives.

The following table presents a reconciliation of activity in other intangible assets from December 31, 2004 to December 31, 2006, as presented on our consolidated balance sheets:

(in 000s)

Balance at December 31, 2004	$	53,398
Santa Barbara acquisition (see Note 11)		14,400
Amortization of:
Symphony customer relationships		(2,223	)
Symphony internally developed software		(324	)
NWQ customer relationships		(2,544	)
Santa Barbara customer relationships (see Note 11)		(400	)
Balance at December 31, 2005	$	62,307
Santa Barbara acquisition (see Note 11):
Customer relationships		11,800
Trademark / tradename		1,700
Amortization of:
Symphony customer relationships		(2,223	)
Symphony internally developed software		(191	)
NWQ customer relationships		(2,544	)
Santa Barbara customer relationships (see Note 11)		(3,239	)
Santa Barbara Trademark / Tradename (see Note 11)		(236	)
Balance at December 31, 2006	$	67,374

The following table reflects the gross carrying amounts and the accumulated amortization amounts for the Company’s intangible assets as of December 31, 2006 and 2005:

(in 000s)

	As of December 31, 2006				As of December 31, 2005
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Symphony acquisition-
Customer relationships	$	43,800	$	12,113	$	43,800	$	9,891
Internally developed software		1,622		1,622		1,622		1,432
Favorable lease		369		369		369		369
NWQ acquisition-
Customer relationships		22,900		11,238		22,900		8,693
Santa Barbara acquisition-
Customer relationships		26,200		3,639		14,400		400
Trademark / Tradename		1,700		236		—		—
Total	$	96,591	$	29,217	$	83,091	$	20,785

For the years ended December 31, 2006 and 2005, the aggregate amortization expense relating to the Company’s amortizable intangible assets was approximately $8.4 million and $5.5 million, respectively. There were no unamortizable intangible assets at December 31, 2006 and 2005. The approximate useful lives of these intangible assets are as follows: Symphony customer relationships — 19 years; Symphony internally

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developed software — 5 years; NWQ customer relationships — 9 years; Santa Barbara customer relationships — 9 years; and Santa Barbara Trademark/Tradename — 9 years. The estimated aggregate amortization expense for each of the next five years is approximately: $7.9 million for each of 2007, 2008, 2009, and 2010 and $6.8 million in 2011.

Other Receivables and Other Liabilities

Included in other receivables and other liabilities are receivables from and payables to broker-dealers and customers, primarily in conjunction with unsettled trades. These receivables were approximately $2.0 million and $9.0 million, and these payables were approximately $0.9 million and $4.6 million at December 31, 2006 and 2005, respectively.

Other Assets

At December 31, 2006 and 2005, other assets consist primarily of approximately $11.7 million and $14.6 million, respectively, in commissions advanced by the Company on sales of certain mutual fund shares. Advanced sales commission costs are being amortized over the lesser of the Securities and Exchange Commission Rule 12b-1 revenue stream period (one to eight years) or the period during which the shares of the fund upon which the commissions were paid remain outstanding.

Fair Value of Financial Instruments

SFAS No. 107, “Disclosures About Fair Value of Financial Instruments” (“SFAS No. 107”) requires the disclosure of the estimated fair value of financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risk existing at each balance sheet date. For the majority of financial instruments, including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost and termination cost are used to determine fair value. Dealer quotes are used for the remaining financial instruments. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

Cash and cash equivalents, marketable securities, notes and other accounts receivable and investments are financial assets with carrying values that approximate fair value because of the short maturity of those instruments. Accounts payable and other accrued expenses are financial liabilities with carrying values that also approximate fair value because of the short maturity of those instruments. The fair value of long-term debt is based on market prices.

A comparison of the fair values and carrying amounts of these instruments is as follows:

(in 000s)
December 31,

	2006				2005
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Assets:
Cash and cash equivalents	$	223,168	$	223,168	$	128,933	$	128,933
Fees receivable		87,239		87,239		61,932		61,932
Other receivables		23,481		23,481		22,387		22,387
Underlying securities in consolidated funds		35,195		35,195		28,377		28,377
Marketable securities		80,367		80,367		61,526		61,526
Non-marketable securities		—		—		30,434		30,600
Open derivatives		259		259		—		—

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(in 000s) December 31,	2006				2005
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Liabilities:
Senior term notes	$	550,000	$	533,228	$	550,000	$	541,047
Notes payable		100,000		100,000		150,000		150,000
Accounts payable		13,474		13,474		15,990		15,990
Open derivatives		601		601		303		303

Leases

The Company leases its various office locations under cancelable and non-cancelable operating leases, whose initial terms typically range from month-to-month to fifteen years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease, with any applicable leasehold incentives applied as a reduction to monthly lease expense.

Advertising and Promotional Costs

Advertising and promotional costs include amounts related to the marketing and distribution of specific products offered by the Company as well as expenses associated with promoting the Company’s brands and image. The Company’s policy is to expense such costs as incurred.

Other Income/(Expense)

Other income/(expense) includes realized gains and losses on investments and miscellaneous income, including gain or loss on the disposal of property.

The following is a summary of Other Income/(Expense) for the years ended December 31, 2006, 2005 and 2004:

(in 000s) For the year ended December 31,	2006			2005			2004
Gains/(Losses) on Investments	$	15,466		$	4,802		$	4,128
Gains/(Losses) on Fixed Assets		(171	)		(442	)		(10	)
Miscellaneous Income/(Expense)		431			3,528			3,430
Total	$	15,726		$	7,888		$	7,548

Total other income/(expense) for 2006 was $15.7 million. Included in the $15.5 million of gains on sale of investments is approximately $10.1 million related to the sale of the Company’s investment in Institutional Capital Corporation. Gains from sales of investments also include approximately $4.8 million recognized on the sale of seed investments in Company sponsored funds and accounts.

Total other income/(expense) was $7.9 million in 2005. As a result of the early repayment of the private placement debt, the Company accelerated the recognition of unamortized deferred gains and losses resulting from various interest rate hedging activity associated with the private placement debt. This accelerated recognition resulted in $3.6 million of miscellaneous income for the year. Supplementing this other income was $4.8 million in gains recognized on the sale of seed investments.

Net Interest Expense

The following is a summary of Net Interest Expense for the years ended December 31, 2006, 2005 and 2004:

(in 000s) For the year ended December 31,	2006			2005			2004
Dividends and Interest Income	$	11,388		$	8,978		$	4,597
Interest Expense		(39,554	)		(27,917	)		(12,513	)
Total	$	(28,166	)	$	(18,939	)	$	(7,916	)

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Total net interest expense increased $9.2 million for the year due to increased interest expense as a result of increased debt associated with the repurchase of shares from STA. Partially offsetting this increase was an increase in interest income due to interest earned on investable cash.

Net interest expense increased $11.0 million in 2005 as a result of increase debt associated with the repurchase of shares from STA. Partially offsetting this increase was an increase in dividends and interest income due to dividends received during 2005 and interest earned on the consolidated funds.

Taxes

The Company and its subsidiaries file a consolidated federal income tax return. The Company provides for income taxes on a separate return basis. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are applicable to periods in which the differences are expected to affect taxable income. Although valuation allowances may be established, when necessary, to reduce deferred tax assets to amounts expected to be realized, there were no deferred tax asset valuation allowances at December 31, 2006 or 2005.

Supplemental Cash Flow Information

The Company paid cash interest of $36.7 million in 2006, $21.7 million in 2005 and $12.6 million in 2004. This compares with interest expense reported in the Company’s consolidated statements of income of $39.6 million, $27.9 million and $12.5 million for the respective reporting years.

Federal and state income taxes paid in the years ending December 31, 2006, 2005 and 2004, amounting to approximately $101.9 million, $85.9 million and $92.6 million, respectively, include required payments on estimated taxable income and final payments of prior year taxes required to be paid upon filing the final federal and state tax returns, reduced by refunds received.

2.  EARNINGS PER COMMON SHARE

The following table sets forth a reconciliation of net income and common shares used in the basic and diluted earnings per share computations for the three years ended December 31, 2006, 2005 and 2004:

(in 000s, except per share data)	Net		Average		Per Share
	Income		Shares		Amount
2004:
Basic EPS	$	156,408		92,671	$	1.69
Dilutive effect of:
Deferred restricted stock grants		—		457
Employee stock options		—		2,993
Diluted EPS	$	156,408		96,121	$	1.63
2005:
Basic EPS	$	171,156		81,356	$	2.10
Dilutive effect of:
Deferred restricted stock grants		—		463
Employee stock options		—		4,292
Diluted EPS	$	171,156		86,111	$	1.99
2006:
Basic EPS	$	187,680		77,852	$	2.41
Dilutive effect of:
Deferred restricted stock grants		—		592
Employee stock options		—		4,704
Diluted EPS	$	187,680		83,148	$	2.26

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Options to purchase 6,369 shares of the Company’s common stock were outstanding as of December 31, 2006, but were not included in the computation of diluted earnings per share because their inclusion would have been antidilutive since the options’ weighted average exercise price of $50.82 per share was greater than the average market price of $47.25 for the Company’s common shares during the applicable period. At December 31, 2005, all options to purchase shares of the Company’s common stock outstanding were included in the computation of diluted earnings per share because all of the options’ respective exercise price per share was less than the average market price of the Company’s common shares during the applicable period. At December 31, 2004, options to purchase 103,437 shares of the Company’s common stock at a price range of $34.40 to $39.47 per share were outstanding, but were not included in the computation of diluted earnings per share because the options’ respective exercise price per share was greater than the average market price of the Company’s common shares during the applicable period.

3.  INCOME TAXES

The provision for income taxes on earnings for the three years ended December 31, 2006 is:

(in 000s)	2006			2005			2004
Current:
Federal	$	101,813		$	85,985		$	73,893
State		21,187			17,612			13,830
	$	123,000		$	103,597		$	87,723
Deferred:
Federal	$	(1,865	)	$	5,047		$	9,103
State		(211	)		(961	)		(727	)
	$	(2,076	)	$	4,086		$	8,376

The provision for income taxes is different from that which would be computed by applying the statutory federal income tax rate to income before taxes. The principal reasons for these differences are as follows:

	2006			2005			2004
Federal statutory rate applied to income before taxes		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal income tax benefit		4.8			4.4			3.4
Tax-exempt interest income, net of disallowed interest expense		(0.1	)		(0.1	)		(0.1	)
Other, net		(0.5	)		(0.7	)		(0.2	)
Effective tax rate		39.2	%		38.6	%		38.1	%

The tax effects of significant items that give rise to the net deferred tax liability recorded on the Company’s consolidated balance sheets are shown in the following table:

(in 000s)
December 31,	2006		2005
Gross deferred tax assets:
Stock options	$	27,218	$	24,164
Deferred compensation		14,569		13,157
Book depreciation in excess of tax depreciation		4,459		4,131
State net operating loss carryforwards		3,746		3,819
Restricted stock		6,618		1,725
Deferred stock		3,681		3,050
Pension and post-retirement benefit plan costs		8,228		5,894
Unvested profits interests		5,073		186
Other		5,014		5,495
Gross deferred tax assets		78,606		61,621

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(in 000s)
December 31,	2006			2005
Gross deferred tax liabilities:
Deferred commissions and fund offering costs		(4,896	)		(5,924	)
Goodwill amortization		(86,235	)		(74,657	)
Other, consisting primarily of internally developed software		(10,755	)		(7,359	)
Gross deferred tax liabilities		(101,886	)		(87,940	)
Net deferred tax liability	$	(23,280	)	$	(26,319	)

The future realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management believes it is more likely than not the Company will realize the benefits of these future tax deductions.

Not included in income tax expense for 2006, 2005 and 2004 are income tax benefits of $22.8 million, $26.7 million and $11.6 million, respectively, attributable to the vesting of restricted stock and the exercise of stock options. Such amounts are reported on the consolidated balance sheets in additional paid-in capital and as a reduction of taxes payable included in other liabilities on our consolidated balance sheets.

At December 31, 2006, the Company had state tax loss carryforward benefits of approximately $3.7 million that will expire between 2022 and 2025. The Company believes that all state tax loss carryforwards will be utilized prior to expiration.

4.  DEBT

At December 31, 2006 and 2005, debt on the accompanying consolidated balance sheets was comprised of the following:

(in 000s)
December 31,	2006			2005
Short-Term Obligations:
Notes payable	$	100,000		$	150,000
Long-Term Obligations:
Senior Term Notes:
Senior term notes — 5 Year	$	250,000		$	250,000
Net unamortized discount		(528	)		(654	)
Senior term notes — 10 Year		300,000			300,000
Net unamortized discount		(1,354	)		(1,473	)
Net unamortized debt issuance costs		(3,614	)		(4,140	)
Subtotal	$	544,504		$	543,733
Total	$	644,504		$	693,733

Private Placement Debt

On September 19, 2003, the Company issued $300 million of senior unsecured notes (the “private placement debt”). These notes carried a fixed coupon rate of 4.22%, payable semi-annually and were issued at 100% of par, unsecured, and prepayable at any time in whole or in part. In the event of prepayment, the Company would pay an amount equal to par plus accrued interest plus a “make-whole premium,” if applicable. Proceeds from the private placement debt were used to refinance existing debt and for general corporate purposes. These notes were originally scheduled to mature on September 19, 2008, but were repaid on April 6, 2005, with borrowings made under a Bridge Credit Agreement (discussed below). At the time of the repayment, the Company also paid approximately $1.5 million in accrued interest. Under the terms of the private placement debt, no “make-whole premium” amounts were due. As a result of the repayment, there were no amounts outstanding at December 31, 2005.

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Bridge Credit Facility

On April 1, 2005, Nuveen Investments entered into a $750 million bridge credit agreement with various financial institutions. The maturity date of this credit agreement was March 31, 2006. Borrowings under this facility bore an interest rate, at the Company’s option, of either LIBOR or the Federal Funds rate plus a spread equal to 0.335% to 0.470% based on Nuveen Investments’ leverage, with such applicable spread increasing by 0.25% on September 30, 2005, and by an additional 0.25% on December 31, 2005. During the second quarter of 2005, the Company had used approximately $300 million of the amount available under the facility to prepay the holders of the Company’s 4.22% senior unsecured notes due September 19, 2008. During the third quarter of 2005, the Company used approximately $410 million of the remaining amount available under the bridge credit agreement primarily to fulfill its forward contract obligation to repurchase shares of its capital stock owned by STA (refer to Note 1, “Sale of The St. Paul Travelers Companies, Inc.’s Ownership Interest in Nuveen Investments”). During the third quarter of 2005, the entire $710 million borrowed under the bridge credit agreement was repaid with borrowings made under a senior revolving credit facility and the issuance of senior notes (both discussed below) and the bridge credit agreement was terminated.

Senior Term Notes

On September 12, 2005, Nuveen Investments issued $550 million of senior unsecured notes, comprised of $250 million of 5-year notes and $300 million of 10-year notes. The Company received approximately $544 million in net proceeds after discounts and other debt issuance costs. The 5-year senior notes bear interest at an annual fixed rate of 5.0% payable semi-annually beginning March 15, 2006. The 10-year senior notes bear interest at an annual fixed rate of 5.5% payable semi-annually also beginning March 15, 2006. The net proceeds from the notes were used to repay a portion of the outstanding debt under the bridge credit facility. The costs related to the issuance of the senior term notes are being capitalized and amortized to expense over their term. At December 31, 2006, the fair value of the 5-year and 10-year senior term notes was approximately $245.2 million and $288.0 million, respectively.

Senior Revolving Credit Facility

In addition to the senior term notes, the Company has a $400 million senior revolving credit facility that expires on September 15, 2010. As of December 31, 2005, the Company had borrowed $150 million of the total amount available under the senior revolving credit facility, with the majority of the proceeds being used to repay the amount due under the bridge credit facility (refer to discussion above). During the second quarter of 2006, the Company repaid $50 million of the amount borrowed under this senior revolving credit facility. At December 31, 2006 the Company had $100 million outstanding under this facility. The rate of interest payable under the new senior revolving credit facility is, at the Company’s option, a function of either one of various floating rate indices or the Federal Funds rate. For the years ended December 31, 2006 and 2005, the weighted- average interest rate on the amount borrowed under the senior revolving credit facility was 5.46% and 4.54%, respectively. The agreement also requires the Company to pay a facility fee at an annual rate of a range of 0.08% to 0.15% that is dependent on our debt rating. Proceeds from borrowings under this facility may be used for fulfilling day-to-day cash requirements and general corporate purposes, including acquisitions, share repurchases and asset purchases.

Other

The Company’s broker-dealer subsidiary may utilize available, uncommitted lines of credit with no annual facility fees, which approximate $50 million, to satisfy unanticipated, short-term liquidity needs. At December 31, 2006 and 2005, no borrowings were outstanding on these uncommitted lines of credit.

5.  DERIVATIVE FINANCIAL INSTRUMENTS

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133” and further amended by SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” (collectively, “SFAS No. 133”) states that, unless a derivative qualifies as a hedge, the gain or loss from a derivative instrument must be recorded currently into earnings. Under

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SFAS No. 133, three types of hedges are recognized: fair value hedges, cash flow hedges, and hedges of a corporation’s net investments in foreign operations.

Fair value hedges An entity may designate a derivative instrument as hedging the exposure to changes in the fair value (market value) of financial assets or liabilities. For example, a fixed-rate bond’s market value changes when prevailing market interest rates change. Hedging the fixed-rate bond’s price risk with a derivative would be considered a fair value hedge.

Cash flow hedges An entity may also designate a derivative instrument as hedging the exposure to variability in expected future cash flows that is attributable to a particular risk. That exposure may be associated with an existing recognized asset or liability or a forecasted transaction.

Derivative Financial Instruments Related to Private Placement Debt

In August 2004, in anticipation of the private placement debt issuance, the Company entered into a series of Treasury rate lock transactions with an aggregate notional amount of $100 million. These Treasury rate locks were accounted for as cash-flow hedges, as they hedged against the variability in future projected interest payments on the then-forecasted issuance of fixed-rate debt (the private placement debt) attributable to changes in interest rates. The prevailing Treasury rates had declined by the time of the private placement debt issuance and the locks were settled for a payment by the Company of $1.5 million. The Company had recorded this loss in “Accumulated Other Comprehensive Income/(Loss)” in the accompanying consolidated balance sheets, as the Treasury rate locks were considered highly effective for accounting purposes in mitigating the interest rate risk on the forecasted debt issuance. Amounts accumulated in other comprehensive loss were to be reclassified into earnings commensurate with the recognition of the interest expense on the private placement debt. During the year ended December 31, 2004, the Company reclassified approximately $0.3 million of the loss on the Treasury rate lock transactions into interest expense. At December 31, 2004, the remaining unamortized loss on these Treasury rate lock transactions was approximately $1.1 million. On April 6, 2005, the Company repaid the entire $300 million of private placement debt (refer to Note 4, “Debt”). As a result of the early repayment of the private placement debt, the Company accelerated the recognition of the remaining approximate $1.1 million of unamortized deferred loss resulting from these Treasury rate lock transactions. Due to the accelerated recognition of the deferred loss, there was no remaining unamortized loss on these Treasury rate lock transactions at December 31, 2005.

Also related to the private placement debt, the Company entered into a series of interest rate swap transactions during 2003. The Company entered into forward-starting interest rate swap transactions as hedges against changes in a portion of the fair value of the private placement debt. Under the agreements, payments were to be exchanged at specified intervals based on fixed and floating interest rates. All of the interest rate swap transactions were designated as fair value hedges to mitigate the changes in fair value of the hedged portion of the private placement debt. The Company determined that these interest rate swap transactions qualified for treatment under the short-cut method of SFAS No. 133 of measuring effectiveness. All of these interest rate swap transactions were cancelled. The cancellation of these interest rate swap transactions resulted in a total gain to the Company of $8.1 million. These gains were being amortized over the term of the private placement debt, lowering the effective interest rate of the private placement debt. The amortization of the gains resulting from the cancellation of these interest rate swap transactions is reflected in “Interest Expense” on the accompanying consolidated statements of income. Approximately $1.3 million of these gains were amortized as a reduction to interest expense for the year ended December 31, 2004. As a result of the early repayment of the private placement debt on April 6, 2005, the Company accelerated the recognition of the remaining unamortized gains resulting from the interest rate swap transactions. For the year ended December 31, 2005, approximately $6.6 million of gains from the cancellation of interest rate swap agreements was recognized as current income. Due to the accelerated recognition of these gains, there was no remaining unamortized gain on interest rate swap transactions at December 31, 2005.

In addition to amortizing the deferred gains and losses on the derivative transactions, the Company was amortizing debt issuance costs related to the private placement debt. On April 6, 2005, there was a total of $1.5 million in unamortized private placement fees. Due to the repayment of the private placement debt, the

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recognition of these fees was also accelerated. The total net resulting gain from the acceleration of the Treasury rate lock transactions, the cancellation of the interest rate swaps and the private placement fees was approximately $3.6 million. This gain was recorded as Other Income/(Expense) in 2005.

Derivative Financial Instruments Related to Senior Term Notes

In anticipation of the issuance of the senior term notes (refer to Note 4, “Debt”), the Company entered into a series of Treasury rate lock transactions with an aggregate notional amount of $550 million. These Treasury rate locks were accounted for as cash-flow hedges, as they hedged against the variability in future projected interest payments on the forecasted issuance of fixed-rate debt (the longer-term senior term notes that replaced the bridge credit agreement) attributable to changes in interest rates. The prevailing Treasury rates had increased by the time of the senior term notes issuance and the locks were settled for a net payment to the Company of approximately $1.6 million. The Company has recorded this gain in “Accumulated Other Comprehensive Income/(Loss)” on the accompanying consolidated balance sheets as of December 31, 2006 and 2005, as the Treasury rate locks were considered highly effective for accounting purposes in mitigating the interest rate risk on the forecasted debt issuance. The $1.6 million is being reclassified into current earnings commensurate with the recognition of interest expense on the 5-year and 10-year term debt. For the years ended December 31, 2006 and 2005, approximately $241,000 and $68,000, respectively, of the deferred gain was amortized into interest expense. At December 31, 2006 and 2005, the unamortized gain on the Treasury rate lock transactions was approximately $1.3 million and $1.5 million, respectively. During 2007, the Company expects to reclassify approximately $253,000 of the deferred gain on the Treasury rate lock transactions into interest expense.

Other Derivative Financial Instruments

Also included in the accompanying consolidated balance sheets as of December 31, 2006 and 2005 are certain swap agreements and futures contracts that have not been designated as hedging instruments. These swap agreements and futures contracts are being used to mitigate overall market risk of certain recently created product portfolios that are not yet being marketed. At December 31, 2006 and 2005, the net fair value of these open non-hedging derivatives was approximately $0.3 million and $0.3 million, respectively, and is reflected as approximately $259,000 in “Other Assets” and $601,000 in “Other Short-Term Liabilities” on the accompanying consolidated balance sheet as of December 31, 2006, and $300,000 in “Other Short-Term Liabilities” on the accompanying consolidated balance sheet as of December 31, 2005. For the year ended December 31, 2006, the Company recorded approximately $902,000 in losses from these derivatives, approximately $539,000 of which were realized losses and the remainder unrealized. For the year ended December 31, 2005, the Company recorded approximately $805,000 in losses from these derivatives, approximately $591,000 of which were realized losses and the remainder unrealized. Realized gains and losses and unrealized gains and losses from these derivatives are reflected in “Other income/(expense)” on the accompanying consolidated statements of income. These losses were offset by gains on the product portfolios referenced above.

6.  EQUITY PROGRAMS

NWQ

As part of the NWQ acquisition, key management purchased a non-controlling, member interest in NWQ Investment Management Company, LLC. The non-controlling interest of $0.3 million as of December 31, 2006, and $0.4 million as of December 31, 2005, is reflected in minority interest on the consolidated balance sheets. This purchase allows management to participate in profits of NWQ above specified levels beginning January 1, 2003. During 2006 and 2005, the Company recorded approximately $3.8 million and $5.6 million, respectively, of minority interest expense, which reflects the portion of profits applicable to the minority owners. Beginning in 2004 and continuing through 2008, the Company has the right to purchase the non-controlling members’ respective interests in NWQ at fair value. On February 13, 2004, the Company exercised its right to call 100% of the Class 2 minority members’ interests for $15.4 million. Of the total amount paid, approximately $12.9 million was recorded as goodwill. On February 15, 2005, the Company exercised its right to call 100% of the Class 3 NWQ minority members’ interests for $22.8 million. Of the total amount paid, approximately $22.5 million was recorded as goodwill. On February 15, 2006, the Company exercised its right to call 25% of the Class 4 NWQ minority members’ interests for $22.6 million. Of the total amount paid on March 1, 2006, approximately $22.5 million was recorded as goodwill. (See Note 17, “Subsequent Event.”)

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Santa Barbara

As part of the Santa Barbara acquisition, an equity opportunity was put in place to allow key individuals to participate in Santa Barbara’s earnings growth over the next five years (Class 2 Units, Class 5A Units, Class 5B Units, and Class 6 Units, collectively referred to as “Units”). The Class 2 Units were fully vested upon issuance. The Class 5A Units will vest one third on June 30, 2007, one third on June 30, 2008, and one third on June 30, 2009. One third of the Class 5B Units vested upon issuance, one third on June 30, 2007, and one third on June 30, 2009. The Class 6 Units will vest on June 30, 2009. During 2006, the Company recorded approximately $1.2 million of minority interest expense, which reflects the portion of profits applicable to the minority owners. The Units entitle the holders to receive a distribution of the cash flow from Santa Barbara’s business to the extent such cash flow exceeds certain thresholds. The distribution thresholds vary from year to year, reflecting Santa Barbara achieving certain profit levels. The profits interest distributions are also subject to a cap in each year. Beginning in 2008 and continuing through 2012, the Company has the right to acquire the Units of the non-controlling members.

New Equity Opportunity Programs Implemented During 2006

During 2006, new equity opportunities were put in place covering NWQ, Tradewinds and Symphony. These programs allow key individuals of these businesses to participate in the growth of their respective businesses over the next five years. Classes of units were established at each subsidiary (collectively referred to as “Units”). Certain of these Units vest on June 30 of 2007, 2008, 2009, 2010 and 2011. During 2006, the Company recorded approximately $1.2 million of minority interest expense, which reflects the portion of profits applicable to minority owners. The Units entitle the holders to receive a distribution of the cash flow from their business to the extent such cash flow exceeds certain thresholds. The distribution thresholds increase from year to year and the distributions of the profits interests are also subject to a cap in each year. Beginning in 2008 and continuing through 2012, the Company has the right to acquire the Units of the non-controlling members.

7.  COMMITMENTS AND CONTINGENCIES

Rent expense for office space and equipment was $13.4 million, $11.9 million and $10.6 million for the years ended December 31, 2006, 2005 and 2004, respectively. Minimum rental commitments for office space and equipment, including estimated escalation for insurance, taxes and maintenance for the years 2007 through 2017, the last year for which there is a commitment, are as follows:

(in 000s)
Year	Commitment
2007	$	13,046
2008		14,176
2009		14,572
2010		14,956
2011		14,816
Thereafter		27,504

From time to time, the Company and its subsidiaries are named as defendants in pending legal matters. In the opinion of management, based on current knowledge and after discussions with legal counsel, the outcome of such litigation will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

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8.  RETIREMENT PLANS

The Company maintains a non-contributory qualified pension plan, a non-contributory excess pension plan (described below), and a post-retirement benefit plan. The non-contributory qualified pension plan and the post-retirement benefit plan cover certain employees that qualify as plan participants, excluding employees of certain of its subsidiaries. Pension benefits are based on years of service and the employee’s average compensation during the highest consecutive five years of the employee’s last ten years of employment. The Company’s funding policy is to contribute annually at least the minimum amount that can be deducted for federal income tax purposes. Effective March 24, 2003, the pension plans were amended to only include employees who qualified as plan participants prior to such date. On March 31, 2004, the plans were amended to provide that existing plan participants will not accrue any new benefits under the plans after March 31, 2014. Additionally, the Company currently maintains a post-retirement benefit plan providing certain life insurance and health care benefits for retired employees and their eligible dependents. The cost of these benefits is shared by the Company and the retiree.

The non-contributory excess pension plan is maintained by the Company for certain employees who participate in the qualified pension plan and whose pension benefits exceed the Section 415 limitations of the Internal Revenue Code. Pension benefits for this plan follow the vesting provisions of the qualified plan with new participation frozen and benefit accruals ending as described in the prior paragraph. Funding is not made under this plan until benefits are paid, absent a change in control of the Company.

SFAS No. 158

On September 29, 2006, the FASB issued a new pension standard, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”), marking the end of the first phase of the FASB’s project for revamping retiree-benefit accounting. For publicly traded companies, SFAS No. 158 is effective for fiscal years ending after December 15, 2006. SFAS No. 158 requires an employer to:

(a)	recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status;
(b)	measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year; and
(c)	recognize changes in the funded status of a defined benefit post-retirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income.

Under SFAS No. 158, the funded status of a pension is defined as the difference between the fair value of a plan’s assets and the projected benefit obligation (“PBO”). The PBO reflects anticipated future pay increases.

For the year ended December 31, 2005, and prior to SFAS No. 158, the Company had updated certain actuarial assumptions used to determine the accumulated benefit obligation (“ABO”) for its qualified pension plan. As a result, the Company’s qualified pension plan was determined to be underfunded on an ABO basis as of December 31, 2005. Consequently, a charge was recorded to stockholders’ equity, net of income tax benefits, as a component of other comprehensive loss, of approximately $2.4 million. At December 31, 2006, an additional charge was recorded to stockholders’ equity, net of income tax benefits, as a component of other comprehensive loss, of approximately $2.2 million for the Company’s qualified and excess pension plans. In addition, at December 31, 2006, a gain of approximately $75,000, net of income tax, was recorded as a component of other comprehensive income related to the Company’s post-retirement benefits plan. Of the total amounts recorded into accumulated other comprehensive income/(loss) as of December 31, 2006, the adoption of SFAS No. 158 resulted in a loss of approximately $3.3 million (after tax) associated with the Company’s pension plans, and the entire $75,000 gain (after tax) for the Company’s post-retirement benefit plan.

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Medicare Part D

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act (the “Act”) became law. The Act provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to the benefit established by the Act. On May 19, 2004, the FASB issued Staff Position No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the “FSP”). The FSP provides guidance on accounting for the effects of the Act, which resulted in a reduction in the accumulated projected benefit obligation for the subsidy related to benefits attributed to past service. Treating the future subsidy under the Act as an actuarial experience gain, as required by the guidance, decreased the accumulated projected benefit obligation at the beginning of the third quarter of 2004 by approximately $0.6 million. The subsidy also decreased the net periodic post-retirement benefit cost for the last half of 2004 by less than $0.1 million.

Measurement

For purposes of our consolidated financial statements, our plans’ measurement date is December 31. The market-related value of plan assets is determined based on the fair value at measurement date. The projected benefit obligation is determined based on the present value of projected benefit distributions at an assumed discount rate. The discount rate used reflects the rate at which we believe the pension plan obligations could be effectively settled at the measurement date, as though the pension benefits of all plan participants were determined as of that date.

Accumulated Benefit Obligation

An accumulated benefit obligation represents the actuarial present value of benefits. Whether vested or non-vested, they are attributed by the pension benefit formula to employee services rendered before a specified date using existing salary levels. As of December 31, 2006 and 2005, the accumulated benefit obligation for the Company’s pension plans was $33.7 million and $31.7 million, respectively. For the Company’s post-retirement plan, our accumulated benefit obligation at December 31, 2006 and 2005, was $9.8 million and $9.5 million, respectively.

Projected Benefit Obligation

A projected benefit obligation represents the actuarial present value as of a date of all benefits attributed by the pension benefit formula to employee service performed before that date. It is measured using assumptions as to future compensation levels, as the pension benefit formula is based on those future salary levels.

The following tables provide a reconciliation of the changes in the pension plans’ projected benefit obligations, the post-retirement benefit plan’s accumulated benefit obligation, the fair value of plan assets for the two-year period ending December 31, 2006, and a statement of the funded status as of December 31 for both years:

	Pension
	Benefits
(in 000s)	2006			2005
Change in projected benefit obligation:
Obligation at January 1	$	36,412		$	30,216
Service cost		1,819			1,575
Interest cost		2,099			1,802
Actuarial (gain)/loss		(349	)		3,434
Benefit payments		(864	)		(615	)
Curtailments		—			—
Obligation at December 31	$	39,117		$	36,412

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	Post-retirement Benefits
(in 000s)	2006			2005
Change in accumulated post-retirement benefit obligation:
Obligation at January 1	$	9,454		$	8,609
Service Cost		277			256
Interest Cost		514			518
Actuarial loss		104			626
Actual Benefits Paid		(574	)		(555	)
Expected Medicare Part D Reimbursements		49			—
Obligation at December 31	$	9,824		$	9,454

	Pension						Post-retirement
	Benefits						Benefits
(in 000s)	2006			2005			2006			2005
Change in fair value of plan assets:
Fair value of plan assets at January 1	$	26,939		$	25,957		$	—		$	—
Actual return on plan assets		2,406			1,597			—			—
Benefit payments		(864	)		(615	)		(524	)		(555	)
Company contributions		—			—			524			555
Fair value of plan assets at December 31	$	28,481		$	26,939		$	—		$	—

	Pension						Post-retirement
	Benefits						Benefits
(in 000s)	2006			2005			2006			2005
Reconciliation of Net Asset/(Liability):
Funded status at December 31	$	(10,636	)	$	(9,473	)	$	(9,824	)	$	(9,454	)
Accumulated other comprehensive gain/(loss)		(7,499	)		(3,855	)		(294	)		—
Unrecognized prior service cost		49			49			(2,188	)		(2,453	)
Net actuarial (gain)/loss		7,450			8,375			2,482			2,447
Net asset/(liability) at December 31	$	(10,636	)	$	(4,904	)	$	(9,824	)	$	(9,460	)

Plan Assets

The Company employs a total return approach whereby a mix of equities and fixed-income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, and include small and large capitalizations with an emphasis on large capitalization stocks. Other assets, such as real estate, are used to enhance long-term returns while providing additional portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. For the years ended December 31, 2006 and 2005, no derivatives were utilized. Investment risk is measured and monitored on an on-going basis through quarterly investment portfolio reviews and annual liability measurements.

The expected long-term rate of return on plan assets is estimated based on the plan’s actual historical return results, the allowable allocation of plan assets by investment class, market conditions and other relevant factors. The Company evaluates whether the actual allocation has fallen within an allowable range, and then the Company evaluates actual asset returns in total and by asset class.

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The following table presents actual allocation of plan assets, in comparison with the allowable allocation range, both expressed as a percentage of total plan assets, as of December 31:

	2006						2005
Asset Class	Actual			Allowable			Actual			Allowable
Cash		3	%		0-15	%		5	%		0-15	%
Fixed-income		37			20-60			32			20-60
Equities		60			30-70			63			30-70
Other		—			0-10			—			0-10
Total		100	%					100	%

Expected Contributions

During 2007, the Company expects to contribute approximately $153,000 to its excess pension plan. The Company does not expect to make any contributions during 2007 to its qualified pension plan. In addition, the Company expects to contribute approximately $552,000 during 2007, net of expected Medicare Part D reimbursements, for benefit payments to its post-retirement benefit plan.

The following table provides the expected benefit payments for each of the plans in each of the next five years as well as for the aggregate of the five fiscal years thereafter:

(in 000s)	Pension		Post-retirement
Expected Benefit Payments	Benefits		Benefits
2007	$	1,133	$	605
2008		2,190		635
2009		1,642		685
2010		1,808		709
2011		3,260		722
2012 – 2016		14,906		3,847

The following table provides the expected Medicare Part D reimbursements for each of the plans in each of the next five years as well as for the aggregate of the five fiscal years thereafter:

(in 000s)	Post-Retirement
Expected Medicare Part D Reimbursements	Benefits
2007	$	52
2008		57
2009		59
2010		61
2011		61
2012 – 2016		316

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Periodic Cost

As permitted under SFAS No. 87, “Employers’ Accounting for Pensions,” the amortization of any prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the pension and post-retirement plans.

The following table provides the components of net periodic benefit costs for the plans for the three years ending December 31, 2006:

	Pension Benefits
(in 000s)	2006			2005			2004
Service cost	$	1,819		$	1,575		$	1,615
Interest cost		2,099			1,802			1,671
Expected return on plan assets		(2,247	)		(2,164	)		(2,084	)
Amortization of prior service cost		1			1			3
Amortization of net loss		416			135			139
Curtailments and settlements		—			—			41
Net periodic benefit cost	$	2,088		$	1,349		$	1,385

	Post-retirement Benefits
(in 000s)	2006			2005			2004
Service cost	$	277		$	256		$	212
Interest cost		514			518			484
Amortization of prior service cost		(265	)		(265	)		(265	)
Amortization of unrecognized loss		68			64			35
Net periodic benefit cost	$	594		$	573		$	466

During the year ended December 31, 2007, approximately $273,000 of loss for the Company’s pension plans, and approximately $184,000 of gain for the Company’s post-retirement benefit plan, will be amortized from accumulated other comprehensive income/loss into net periodic benefit cost.

Amounts Recognized on the Consolidated Balance Sheets

The following table provides the amounts recognized on the consolidated balance sheets as of December 31, 2006 and 2005. Prepaid benefit costs would be recorded in other assets. Accrued benefit liabilities are recorded in accrued compensation and other expenses.

	Pension						Post-retirement
	Benefits						Benefits
(in 000s)	2006			2005			2006			2005
Assets-
Prepaid benefit cost	$	—		$	—		$	—		$	—
Liabilities-
Current accrued benefit liabilities		(153	)		—			(532	)		—
Non-current accrued benefit liabilities		(10,483	)		(4,904	)		(9,292	)		(9,460	)
Net amount recognized	$	(10,636	)	$	(4,904	)	$	(9,824	)	$	(9,460	)

The Company’s qualified and non-qualified pension plans’ projected benefit obligations exceed the fair value of plan assets for the years ending December 31, 2006 and 2005. The Company’s post-retirement benefits plan has no plan assets. The accumulated projected benefit obligation for the post-retirement plan is $9.8 million as of December 31, 2006 and $9.5 million as of December 31, 2005.

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Assumptions

The assumptions used in the measurement of the Company’s benefit obligation as of December 31, 2006, 2005, and 2004 are shown in the following table:

	Pension			Post-retirement
	Benefits			Benefits
Weighted-average assumptions as of December 31, 2006
Discount rate		5.92	%		5.92	%
Rate of compensation increase		4.50	%		N/A
Weighted-average assumptions as of December 31, 2005
Discount rate		5.75	%		5.75	%
Rate of compensation increase		4.50	%		N/A
Weighted-average assumptions as of December 31, 2004
Discount rate		6.00	%		6.00	%
Rate of compensation increase		4.50	%		N/A

The discount rates used in the determination of the Company’s benefit obligation for pension and post-retirement benefits were based on a yield curve approach at December 31, 2006, and Moody’s Corporate Aa Bond Index at December 31, 2005 and 2004.

The assumptions used in the determination of the Company’s net cost for the three years ended December 31, 2006 are shown in the following table:

	Pension			Post-retirement
	Benefits			Benefits
Weighted-average assumptions as of December 31, 2006
Discount rate		5.75	%		5.75	%
Expected long-term rate of return on plan assets		8.19	%		N/A
Rate of compensation increase		4.50	%		N/A
Weighted-average assumptions as of December 31, 2005
Discount rate		6.00	%		6.00	%
Expected long-term rate of return on plan assets		8.50	%		N/A
Rate of compensation increase		4.50	%		N/A
Weighted-average assumptions as of December 31, 2004
Discount rate		6.00	%		6.25	%
Expected long-term rate of return on plan assets		8.50	%		N/A
Rate of compensation increase		4.50	%		N/A

The discount rates used in the determination of the Company’s net cost for pension and post-retirement benefits for the years ended December 31, 2006, 2005, and 2004 were based on Moody’s Corporate Aa Bond Index. For 2007, the discount rate to be used in the determination of the Company’s net cost for pension and post-retirement benefits will be based on a yield-curve approach.

For purposes of determining the post-retirement benefits obligation at December 31, 2006, a 7% annual rate of increase in the per capita cost of covered health care benefits was assumed for beneficiaries under age 65, and

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an 8% annual rate of increase in the per capita cost of covered health care benefits was used for beneficiaries aged 65 and older. These annual rates of increase gradually decline to a 5% annual rate of increase by the year 2009 for beneficiaries under age 65, and the year 2010 for beneficiaries aged 65 and older.

For purposes of determining the post-retirement benefits cost for the year ended December 31, 2006, an 8% annual rate of increase in the per capita cost of covered health care benefits was assumed for all beneficiaries. This annual rate of increase was assumed to gradually decline to 5% by the year 2009 for all beneficiaries.

Assumed health care trend rates have a significant effect on the amounts reported for the health care plans. A 1% change in assumed health care cost trend rates would have the following effects:

(in 000s)	1% Increase		1% Decrease
Effect on total service and interest cost	$	134	$	(107	)
Effect on the health care component of the accumulated post-retirement benefit obligation	$	1,374	$	(1,134	)

Other

The Company has a 401(k)/profit sharing plan that covers all of its employees, including employees of its subsidiaries. Amounts determinable under the plan are contributed in part to a profit sharing trust qualified under the Internal Revenue Code with the remainder paid as cash bonuses, equity awards and matching 401(k) employee contributions. During the years ended December 31, 2006 and 2005, the Company made contributions of approximately $3.0 million and $2.5 million, respectively, to the profit sharing trust for profit sharing awards and matching 401(k) employee contributions.

The Company has a non-qualified deferred compensation program whereby certain key employees can elect to defer receipt of all or a portion of their cash bonuses until a certain date or until retirement, termination, death or disability. The deferred compensation liabilities incur interest expense at the prime rate or at a rate of return of one of several managed funds sponsored by the Company, as selected by the participant. The Company mitigates its exposure relating to participants who have selected a fund return by investing in the underlying fund at the time of the deferral. At December 31, 2006 and 2005, the Company’s deferred compensation liability was approximately $41.6 million and $36.6 million, respectively.

9.  STOCK-BASED COMPENSATION

The Company currently maintains two stock-based compensation plans, the Second Amended and Restated Nuveen 1996 Equity Incentive Award Plan (the “1996 Plan”) and the 2005 Equity Incentive Plan (the “2005 Plan”). Under the 1996 Plan, the Company had reserved an aggregate of 30,900,000 shares of Class A common stock for awards. Under the 2005 Plan, the Company has reserved an aggregate of 7,000,000 shares of Class A common stock for awards. Under both plans, options may be awarded at exercise prices not less than 100% of the fair market value of the stock on the grant date, and maximum option terms may not exceed ten years.

Restricted Stock

At the date of the grant, the recipient of restricted stock awards has all rights of a stockholder, including voting and dividend rights, subject to certain restrictions on transferability and a risk of forfeiture. Restricted stock grants typically vest over a period of either 3 years or 6 years beginning on the date of grant.

In 2004, the Company granted 9,208 shares of restricted stock with a weighted-average fair value of $25.86. In 2005, the Company granted 611,329 shares of restricted stock with a weighted-average fair value of $38.01. In 2006, the Company granted 363,324 shares of restricted stock with a weighted-average fair value of $43.12. The Company awarded 325,547 shares of restricted stock with a weighted-average fair value of $51.54 in

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February 2007 to employees pursuant to the Company’s incentive compensation program for 2006. All awards are subject to restrictions on transferability, a risk of forfeiture, and certain other terms and conditions. The value of such awards is reported as compensation expense over the shorter of the period beginning on the date of grant and ending on the last vesting date, or the period in which the related employee services are rendered. Recorded compensation expense for restricted stock awards, including the amortization of prior year awards, was $13.1 million, $5.2 million and $1.1 million, for 2006, 2005 and 2004, respectively. As of December 31, 2006, there was approximately $23.1 million of total unrecognized compensation costs related to deferred and restricted stock awards. These costs are expected to be recognized over a weighted-average period of 2.6 years.

A summary of the Company’s non-vested restricted stock activity for the two years ended December 31, 2006 is presented in the following table:

				Weighted-Average
	Number of			Grant Date Fair
(in 000s, except per share data)	Shares			Value Per Share
Non-vested restricted stock at December 31, 2004		209		$	29.29
Granted		611			38.01
Vested		(1	)		38.01
Forfeited		(20	)		38.01
Non-vested restricted stock at December 31, 2005		799		$	35.73
Granted		363			43.12
Vested		(4	)		36.97
Forfeited		(19	)		38.98
Non-vested restricted stock at December 31, 2006		1,139		$	38.03

The aggregate intrinsic value of restricted stock granted during the year ended December 31, 2006 was $18.8 million, or a weighted-average grant date fair value of $43.12 per restricted share. During the year ended December 31, 2006, 4,061 restricted shares vested.

Stock Options

The Company also awarded certain employees options to purchase the Company’s common stock at exercise prices equal to or greater than the closing market price of the stock on the day the options were awarded. Options awarded pursuant to the 1996 Plan and the 2005 Plan are generally subject to three- and four-year cliff vesting and expire ten years from the award date. The Company awarded options to purchase 580,121 shares of common stock in February 2007 to employees pursuant to the Company’s incentive compensation program for 2006. There were approximately 6,982,000 shares available for future equity awards as of December 31, 2006, after consideration of the February 2007 incentive awards.

Effective April 1, 2004, the Company began expensing the cost of stock options per the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (see “Equity Incentive Plans” in Note 1). The retroactive restatement method described in SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” was adopted and the results for prior years have been restated. Compensation cost recognized is the same as that which would have been recognized had the fair value method of SFAS No. 123 been applied from its original effective date. Prior to April 1, 2004, the Company accounted for stock option plans under the provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations.

Effective January 1, 2006 , the Company adopted SFAS No. 123R, “Share Based Payment.” Because the fair value recognition provisions of SFAS No. 123, “Stock-Based Compensation,” and SFAS No. 123R were materially consistent under our equity plans, the adoption of SFAS No. 123R did not have a significant impact on our financial position or our results of operations. In accordance with SFAS No. 123R, stock option compensation expense of approximately $17.7 million, $14.5 million and $20.4 million has been recognized

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for 2006, 2005 and 2004, respectively. Included in compensation expense for 2006 is amortization related to a long-term equity performance plan discussed below. Included in compensation expense for 2004 is approximately $4.3 million of stock option compensation expense recognized due to a change in the assumed vesting period for certain options that had a vesting period that was accelerated based on stock performance. As of December 31, 2006, there was approximately $20.0 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted-average period of 3.2 years.

Long-Term Equity Performance Plan

In January 2005, the Company granted long-term equity performance (“LTEP”) awards consisting of 269,300 restricted shares and 1,443,000 options to senior managers. These grants will be awarded only if specified Company-wide performance criteria are met and are subject to additional time-based vesting if the performance criteria are met. During the third quarter of 2006, management determined that it appeared probable the Company will meet the performance requirements as set forth in the LTEP plan. As a result, during the third quarter of 2006, the Company expensed a total of $7.6 million related to the LTEP awards, which included $4.2 million of a “catch-up” adjustment for amortization for prior periods from the date of the LTEP grant (January 2005) through January 2006.

A summary of the Company’s stock option activity for the years ended December 31, 2006, 2005 and 2004 is presented in the following table and narrative:

				Weighted-
				Average
(in 000s, except per share data)	Options			Exercise Price
Options outstanding at December 31, 2003		17,724		$	19.85
Awarded		3,524			29.09
Exercised		(2,198	)		13.77
Forfeited		(314	)		27.43
Options outstanding at December 31, 2004		18,736		$	22.17
Awarded		2,561			38.01
Exercised		(3,296	)		16.29
Forfeited		(318	)		29.90
Options outstanding at December 31, 2005		17,683		$	25.42
Awarded		985			44.84
Exercised		(2,712	)		21.92
Forfeited		(140	)		31.44
Options outstanding at December 31, 2006		15,816		$	27.18
Options exercisable at:
December 31, 2004		7,670		$	14.61
December 31, 2005		8,865		$	20.37
December 31, 2006		9,215		$	21.78

All options awarded in 2006, 2005 and 2004 have exercise prices equal to the closing market price of the stock on the date of grant and have a weighted-average exercise price of $44.84, $38.01 and $29.09, respectively.

The weighted-average remaining contractual term of options exercisable at December 31, 2006 is 4.32 years. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2006 is $429.9 million and $200.7 million, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2006, 2005, and 2004 was $69.6 million, $77.8 million, and $35.9 million, respectively. The total fair value of

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stock awards vested during the years ended December 31, 2006, 2005, and 2004 was $13.0 million, $21.4 million, and $11.4 million, respectively.

The following table provides information about options outstanding as of December 31, 2006:

Options Outstanding	Weighted-Average
as of	Remaining	Range of Exercise
December 31, 2006	Contractual Life	Prices
40,000	0.04 years	$5.00 - $10.00
3,568,154	2.76	$10.01 - $20.00
8,701,848	5.96	$20.01 - $30.00
2,531,397	8.04	$30.01 - $40.00
967,742	9.11	$40.01 - $50.00
6,369	9.85	$50.01 - $60.00
15,815,510	5.75 years	$5.00 - $60.00

The options awarded during 2006 had weighted-average fair values as of the time of the grant of $10.38 per share. The options awarded during 2005 had weighted-average fair values as of the time of the grant of $8.90 per share. The options awarded during 2004 had weighted-average fair values of $5.46 per share. The fair value of stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for 2006, 2005 and 2004:

	2006	2005	2004
Dividend yield	2.10%	2.30% to 2.31%	2.40% to 2.41%
Expected volatility	23.00% to 25.00%	22.00% to 23.80%	22.00%
Risk-free interest rate	4.24% to 5.10%	3.56% to 3.92%	3.08% to 3.90%
Expected life	5.1 years	5.1 to 5.2 years	5.2 years

Share repurchases are utilized, among other things, to reduce the dilutive impact of our stock-based plans. At December 31, 2006, the Company had one approved share repurchase plan in place with 6.6 million shares remaining to be purchased. Repurchased shares are converted to Treasury shares and are used to satisfy stock option exercises, as needed. Share repurchase activity is dependent, among other things, on the availability of excess cash after meeting business and capital requirements. Therefore, the timing and amount of repurchases is not known and we do not have an estimate of the number of shares expected to be repurchased during 2007.

10.    ACQUISITION OF NWQ INVESTMENT MANAGEMENT COMPANY, INC.

On August 1, 2002, Nuveen Investments completed the acquisition of NWQ Investment Management Company, Inc. (“NWQ”). NWQ specializes in value-oriented equity investments and has significant relationships with institutions and financial advisors serving high-net-worth investors. The acquisition price includes potential additional future payments up to a maximum of $20.5 million over a five year period that can be offset by fees paid to seller affiliates under a strategic alliance agreement. As these future payments relate to a take-or-pay type of contract, the $20.5 million was recorded as both goodwill and a corresponding liability on the Company’s consolidated balance sheet. During 2006 and 2005, $4.9 million and $3.9 million, respectively, were paid against this $20.5 million liability. As of December 31, 2006 and 2005, the remaining liability of $6.1 million and $11.0 million, respectively, is included as $6.1 million in other short-term liabilities on the accompanying consolidated balance sheet as of December 31, 2006 and $4.9 million in other short-term liabilities and $6.1 million in other long-term liabilities on the accompanying consolidated balance sheet as of December 31, 2005. (Refer also to Note 6, “Equity Programs.”)

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11.  SANTA BARBARA ASSET MANAGEMENT ACQUISITION

On October 3, 2005, the Company completed the acquisition of Santa Barbara Asset Management (“Santa Barbara”), an investment manager with approximately $3 billion of assets under management at the time of the acquisition. Santa Barbara specializes in managing growth stock portfolios for institutions and high-net-worth investors. As a result of the acquisition, Nuveen Investments has further diversified its asset base. The Company paid approximately $50 million of cash consideration for Santa Barbara. The results of Santa Barbara operations are included in our consolidated statements of income since the acquisition date.

Of the total purchase price, approximately $0.7 million has been allocated to the net book value of assets acquired. Net book value consisted primarily of fee receivables and payables. The purchase price plus the net book value of assets acquired were allocated to identifiable intangible assets and goodwill.

The Company engaged external valuation experts to determine the appropriate purchase price allocation for the Santa Barbara acquisition. The purchase price allocation valuation indicates that approximately $27.9 million of the purchase price in excess of the net book value of assets acquired is assignable to intangible assets, of which $26.2 million relates to customer relationships (9 year useful life) and $1.7 million to the Santa Barbara Trademark / Tradename (9 year useful life).

There were no unamortizable intangible assets acquired in the Santa Barbara acquisition. For the years ended December 31, 2006 and 2005, amortization expense for Santa Barbara intangibles was $3.5 million and $0.4 million, respectively. The estimated amortization expense for each of the next five years is $2.9 million for the Santa Barbara customer relationships intangible asset, and $0.2 million for the Santa Barbara Trademark/Tradename intangible asset. In addition, the Company expects to be able to deduct, for tax purposes, approximately $2.6 million for each of the next five years for goodwill amortization.

Refer also to Note 6, “Equity Programs.”

12.  CONSOLIDATED FUNDS

During 2004, the Company created and invested in six new funds, all managed by two of the Company’s subsidiaries. During 2005, three of the six funds were marketed to the public and the Company’s investment in those three funds was reduced to a non-controlling minority position. At December 31, 2005, the Company was the sole investor in only three of the original six funds. During 2006, although the remaining three funds in which the Company was the sole investor at December 31, 2005 were marketed to the public, at December 31, 2006, the Company held a majority investment position in these three funds. The investment strategy for these three remaining funds is taxable fixed-income with various objectives: short-duration, multi-strategy core and high yield. The Company’s total investment in these three funds is $30.0 million.

Under the provisions of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” as amended by SFAS No. 94, “Consolidation of All Majority-Owned Subsidiaries,” the Company is required to consolidate into its financial results those funds in which the Company is either the sole investor or in which the Company holds a majority investment position. Due to the requirement to consolidate, the assets and liabilities of the three funds discussed above are included throughout the Company’s December 31, 2006 and 2005 consolidated balance sheets. In addition, the income and expenses of these three funds is included in the Company’s consolidated income statements for the three years ended December 31, 2006.

At December 31, 2006, the total assets of these three funds were approximately $54.1 million and total liabilities were approximately $16.8 million. The net income for 2006 for these three funds was approximately $1.8 million and has been included in the Company’s consolidated financial results for the year ended December 31, 2006. At December 31, 2005, the total assets of these three funds were approximately $31.6 million and total liabilities were approximately $2.6 million. The net income for 2005 for these three funds

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was approximately $0.7 million and has been included in the Company’s consolidated financial results for the year ended December 31, 2005.

Included in the total assets of these three funds are underlying securities in which the funds are invested. At December 31, 2006 and 2005, these underlying securities approximated $35.2 million and $28.3 million, respectively. Although these underlying fund investments would be classified as “trading” securities by the funds if the funds were to follow SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” the Company does not classify the underlying fund investments as “trading” securities, as the Company’s objective for holding an investment in the three funds is not to buy or sell frequently nor is it to generate profits. The Company’s objective is to hold the fund investments until such time that they are majority-owned by outside investors.

13.  COMMON STOCK

A summary of common stock activity for the three-year period ended December 31, 2006 follows:

(in 000s)	2006			2005			2004
Shares outstanding at the beginning of the year		77,715			92,905			92,506
Shares issued under equity incentive plans		3,083			3,907			2,219
Shares acquired		(1,983	)		(904	)		(1,820	)
Repurchase from STA		—			(18,193	)		—
Shares outstanding at the end of the year		78,815			77,715			92,905

A new share repurchase program was publicly announced and approved on August 9, 2006. This program replenished the existing share repurchase program by authorizing the repurchase of up to 7 million shares of common stock. As a result of the replenishment and the remaining 424,184 shares from the previous authorization, the Company is authorized to repurchase up to 7.4 million shares of common stock. As of December 31, 2006, the remaining authorization covered approximately 6.6 million shares. There is not a pre-determined expiration date for this plan.

14.  NET CAPITAL REQUIREMENT

Nuveen Investments, LLC, the Company’s wholly-owned broker-dealer subsidiary, is a Delaware limited liability company and is subject to the Securities and Exchange Commission Rule 15c3-1, the “Uniform Net Capital Rule,” which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, as these terms are defined, shall not exceed 15 to 1. At December 31, 2006, our broker-dealer’s net capital ratio was 5.33 to 1 and its net capital was approximately $8.1 million, which is $5.2 million in excess of the required net capital of $2.9 million.

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15.  QUARTERLY RESULTS (UNAUDITED)

The tables below set forth selected quarterly financial information for each quarter in the two-year period ending December 31, 2006.

(in 000s, except per share data)	First		Second		Third		Fourth
2006	Quarter		Quarter		Quarter		Quarter
Total operating revenues	$	160,146	$	172,175	$	181,906	$	195,600
Net income		44,862		46,402		46,183		50,234
Per common share:
Basic EPS		0.58		0.59		0.59		0.64
Diluted EPS		0.54		0.56		0.56		0.60
Cash dividends		0.21		0.24		0.24		0.24
Closing stock price range:
High		48.900		49.500		51.630		52.810
Low		42.690		40.710		41.250		47.930
2005
Total operating revenues	$	134,868	$	138,890	$	158,252	$	157,119
Net income		43,193		40,957		43,484		43,520
Per common share:
Basic EPS		0.46		0.52		0.57		0.56
Diluted EPS		0.44		0.50		0.54		0.53
Cash dividends		0.18		0.18		0.21		0.21
Closing stock price range:
High		42.210		37.620		39.390		44.340
Low		34.320		33.230		37.240		37.220

Nuveen Investments, Inc. common stock is listed on the New York Stock Exchange under the symbol “JNC.” There are no contractual restrictions on the Company’s present ability to pay dividends on its common stock.

16.  GAIN CONTINGENCY

During the second quarter of 2006, the Company sold its minority investment in Institutional Capital Corporation (“ICAP”), an institutional money manager which was acquired by New York Life Investment Management. The Company recorded a $3.1 million gain during the second quarter of 2006 as a result of the initial closing of this sale. During the third quarter of 2006, the Company recorded a $5.8 million gain related to cash payments received related to this sale, based upon the partial satisfaction of a contingency clause on investor approvals and client retention. During the fourth quarter of 2006, the Company recorded an additional $1.2 million gain related to cash payments received upon investor approvals and the full satisfaction of client retention targets.

If certain indemnification obligations are satisfied during 2007, the Company may potentially receive an additional $5 million during the fourth quarter of 2007 upon the release of funds from an escrow established to cover any breaches of representations and warranties.

17.  SUBSEQUENT EVENT

On February 15, 2007, the Company exercised its right to call 25% of the Class 4 NWQ minority members’ interests for $22.6 million. See Note 6, “Equity Programs.” Of the total amount to be paid on March 2, 2007, approximately $22.5 million will be recorded as goodwill.

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Five Year Financial Summary
(in thousands, unless otherwise indicated)

	December 31,
	2006			2005			2004			2003			2002
Income Statement Data
Operating Revenues:
Investment advisory fees from assets under management	$	685,847		$	559,663		$	475,814		$	404,847		$	355,476
Product distribution		4,745			8,356			8,959			9,206			12,083
Performance fees/other revenue		19,236			21,110			20,864			37,975			28,888
Total operating revenues		709,828			589,129			505,637			452,028			396,447
Operating Expenses:
Compensation and benefits		263,686			195,194			165,321			144,190			115,522
Advertising and promotional costs		13,500			12,495			12,158			11,627			12,608
All other operating expenses		111,598			91,550			75,283			69,885			68,417
Total operating expenses		388,784			299,239			252,762			225,702			196,547
Operating Income		321,044			289,890			252,875			226,326			199,900
Other Income/(Expense)		15,726			7,888			7,548			826			(2,732	)
Net Interest Expense		(28,166	)		(18,939	)		(7,916	)		(5,997	)		(2,260	)
Income Before Taxes		308,604			278,839			252,507			221,155			194,908
Income Taxes		120,924			107,683			96,099			86,150			76,114
Net Income	$	187,680		$	171,156		$	156,408		$	135,005		$	118,794
Earnings per Common Share:
Basic	$	2.41		$	2.10		$	1.69		$	1.46		$	1.26
Diluted	$	2.26		$	1.99		$	1.63		$	1.41		$	1.21
Return on average equity		83.9	%		46.1	%		29.4	%		30.8	%		29.1	%
Total dividends per share	$	0.93		$	0.78		$	0.69		$	0.56		$	0.50
Balance Sheet Data
Total assets	$	1,227,772		$	1,077,217		$	1,071,593		$	954,393		$	841,042
Total short-term obligations	$	259,278		$	265,564		$	94,783		$	96,508		$	380,131
Total long-term obligations	$	632,806		$	629,823		$	388,730		$	374,677		$	61,385
Minority interest	$	44,969		$	25,007		$	2,602		$	4,228		$	2,800
Common stockholders’ equity	$	290,719		$	156,823		$	585,478		$	478,980		$	396,726
Net Assets Under Management (in millions) (Unaudited)
Mutual funds	$	18,532		$	14,495		$	12,680		$	12,285		$	11,849
Closed-end funds		52,958			51,997			50,216			47,094			39,944
Managed accounts		90,119			69,625			52,557			35,977			27,926
Total	$	161,609		$	136,117		$	115,453		$	95,356		$	79,719
Gross Investment Product Sales (in millions) (Unaudited)
Mutual funds	$	5,642		$	3,191		$	1,625		$	1,536		$	1,512
Defined portfolios		—			—			—			—			194
Closed-end funds		595			2,302			2,888			6,283			6,848
Managed accounts		25,869			21,900			21,436			10,279			7,040
Total	$	32,106		$	27,393		$	25,949		$	18,098		$	15,594

See accompanying notes to consolidated financial statements.

Earnings per common share data have been restated for the 2-for-1 common stock dividend paid to shareholders of record on June 3, 2002.

69

Management’s Report on Internal Control Over
Financial Reporting

Management of Nuveen Investments, Inc., together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s executive and financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2006, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2006, is effective.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report appearing on pages 71 and 72 which expresses unqualified opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006.

70

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Nuveen Investments, Inc.:

We have audited the accompanying consolidated balance sheets of Nuveen Investments, Inc. and subsidiaries (the Company) as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in common stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP
 
Chicago, Illinois
February 26, 2007

71

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Nuveen Investments, Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Nuveen Investments, Inc. (the Company) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2006 and 2005, and the related consolidated statements of operations, changes in common stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2006, and our report dated February 26, 2007 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Chicago, Illinois
February 26, 2007

72

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

Effective as of December 31, 2006, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Executive Officer, President, and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s Chairman and Chief Executive Officer, President, and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

In connection with management’s evaluation, pursuant to Exchange Act Rule 13a-15(d), no changes during the quarter ended December 31, 2006 were identified that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

See page 70 for Management’s Report on Internal Control over Financial Reporting. KPMG LLP, the registered public accounting firm that audited the consolidated financial statements included in this Report, has issued an attestation report on management’s assessment on the Company’s internal control over financial reporting. That attestation report on management’s assessment of internal control over financial reporting is provided in Item 8. “Financial Statements and Supplementary Data.”

Item 9B.  Other Information

None.

73

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding the Registrant’s executive officers is included under the caption “Supplementary Item – Executive Officers” in Part I of this report. Information concerning our directors is incorporated by reference to the 2007 Proxy Statement under the caption “Election of Class I Director.” Information concerning the compliance of our officers, directors and 10% stockholders with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to the information contained in the 2007 Proxy Statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance”. The information regarding Audit Committee members and “audit committee financial experts” is incorporated by reference to the information contained in the 2007 Proxy Statement under section “Corporate Governance - Committees of the Board of Directors -- Audit Committee.” The Company has adopted a Code of Business Conduct and Ethics, which applies broadly to all employees, officers and directors and also includes specific provisions applying to the principal executive officer, principal financial officer, principal accounting officer, and other senior financial officers, in compliance with regulatory requirements. The Company also has a Code of Ethics and various related compliance procedures that apply to its business as an investment manager and sponsor of investment products, and the conduct of its employees and executives. The Company will promptly post on its website, www.nuveen.com, any amendments or waivers of its Code of Business Conduct and Ethics which apply to the principal executive officer, principal financial officer, principal accounting officer, and other senior financial officers.

Item 11. Executive Compensation

The “Executive Compensation” sections, and the “Director Compensation” subsection in the “Election of Class I Director” section of the 2007 Proxy Statement are incorporated herein by reference.

The information regarding the Company’s Compensation Committee is incorporated herein by reference to the sections of the 2007 Proxy Statement titled “Corporate Governance - Committees of the Board of Directors - Compensation Committee - Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The “Beneficial Ownership of the Company’s Common Stock” section of the 2007 Proxy Statement is incorporated herein by reference.

The following table sets forth certain information as of December 31, 2006, about equity compensation plans that have been approved by security holders. The Company has no equity compensation plans at such date that have not been approved by security holders.

74

Equity Compensation Plan Information

						Number of securities
						remaining available for
				Weighted-average		future issuance under
	Number of securities to			exercise price of		equity compensation
	be issued upon exercise			outstanding		plans (excluding
	of outstanding options,			options, warrants		securities reflected in
Plan Category	warrants and rights			and rights		column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		15,815,510	(1)	$	27.18		6,982,000	(2)
Equity compensation plans not approved by security holders		N/A			N/A		N/A
Total		15,815,510	(1)	$	27.18		6,982,000	(2)

(1)

Excludes 1,383,116 shares of restricted stock granted under the Company’s equity compensation plans, all of which have been approved by shareholders. Of such shares of restricted stock, 671,308 shares have not been delivered because the restrictive period has not yet lapsed, and an additional 261,600 shares have not yet been issued because certain performance criteria have not yet been met. The receipt of the remaining shares of restricted stock excluded from column (a) in the table above have been deferred by the recipients.

(2)

All such shares, which include forfeitures and share replenishments as provided by the applicable equity compensation plan, are available for future issuance pursuant to stock option awards. Of these shares, 3,136,148 may be issued pursuant to future restricted stock awards.

Item 13.   Certain Relationships, Related Transactions and Director Independence

The sections titled “Policies and Procedures for the Review, Approval or Ratification of Related Persons”, “Transactions with Related Persons” and “Corporate Governance - Director Independence Determinations - Director Independence Guidelines” of the 2007 Proxy Statement are incorporated herein by reference.

Item 14.   Principal Accounting Fees and Services

The “Fees and Services of Independent Auditors” section of the 2007 Proxy Statement is incorporated herein by reference.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a) FILED DOCUMENTS. The following documents are filed as part of this report:

1. Consolidated Financial Statements:

The consolidated financial statements required to be filed in the Annual Report on Form 10-K are in Part II, item 8 hereof.

2. Financial Statement Schedules: None

75

All schedules are omitted because they are not required, are not applicable or the information is otherwise shown in the financial statements or notes thereto.

3. Exhibits:

See Exhibit Index on pages E-1 through E-5 hereof.

The management contracts and compensatory plans and arrangements have been filed as Exhibits and are identified as such in the Exhibit Index which follows.

76

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2007.

NUVEEN INVESTMENTS, INC
By:	/s/ Glenn R. Richter
	Glenn R. Richter
	Executive Vice President and Chief Administrative Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 28, 2007.

Signature	Title
*	Chairman, Chief Executive Officer and
Timothy R. Schwertfeger	Director (Principal Executive Officer)
*	President and Director
John P. Amboian
*	Director
Willard L. Boyd
*	Director
Connie Duckworth
*	Director
Duane R. Kullberg
*	Director
Pierre E. Leroy
*	Director
Roderick A. Palmore
/s/ Glenn R. Richter	Executive Vice President and Chief Administrative
Glenn R. Richter	Officer (Principal Financial Officer)
/s/ Sherri A. Hlavacek	Vice President and Corporate Controller
Sherri A. Hlavacek	(Principal Accounting Officer)

*By:	/s/ John L. MacCarthy
	John L. MacCarthy As Attorney-in fact for each of the persons indicated

77

EXHIBIT INDEX
to
ANNUAL REPORT ON FORM 10-K
for the
FISCAL YEAR ENDED DECEMBER 31, 2006

Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the Commission as exhibits to registration statements or reports filed with the Commission and are incorporated herein by reference and made a part hereof; the exhibit number and location of each document so filed and incorporated herein by reference are set forth opposite each such exhibit. Exhibits not so identified are filed herewith.

Exhibit		Exhibit No.
Designation	Exhibit	and Location
*3.1	Restated Certificate of Incorporation of the Company	Exhibit 3.1 to Registration Statement on Form S-1 filed on April 2, 1992, File No. 33-46922 (the “S-1 Registration Statement”)
*3.2	Certificate of Designations, Preferences and Rights of 5% Cumulative convertible Preferred Stock of the Company	Exhibit 3.1(a) to the Company’s Form 10-Q for quarter ended September 30, 2000 filed on November 11, 2000
*3.3	Amendment to Restated Certificate of Incorporation of the Company	Exhibit 3.1(b) to the Company’s Form 10-K for year ended December 31, 2002
*3.4	Certificate of Ownership and Merger	Exhibit 3.1(c) to the Company’s Form 10-K for year ended December 31, 2002
*3.5	Amended and Restated By-Laws of the Company	Exhibit 3.1 to the Company’s Form 8-K filed on February 12, 2007
*4.1	Indenture, dated as of September 12, 2005, between the Company and The Bank of New York Trust Company, N.A., as Trustee	Exhibit 4.1 to the Company’s Form 8-K filed on September 13, 2005
*4.2	First Supplemental Indenture, dated as of September 12, 2005, between the Company and The Bank of New York Trust Company, N.A., as Trustee	Exhibit 4.2 to the Company’s Form 8-K filed on September 13, 2005
*+10.1	Second Amendment and Restatement of the Company’s 1996 Equity Incentive Award Plan	Exhibit 10.1(c) to the Company’s Form 10-K for year ended December 31, 2001
*+10.2	Employment Agreement between the Company and Timothy R. Schwertfeger, dated November 1, 2002	Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002

E-1

Exhibit		Exhibit No.
Designation	Exhibit	and Location
+10.4	Nuveen Investments Employees’ 401K/Profit Sharing Plan as amended and restated effective January 1, 2007	—
+10.5	Nuveen Investments, LLC Employees’ Retirement Plan, as amended and restated effective January 1, 2007	—
*+10.6	Excess Benefit Retirement Plan	Exhibit 10.6 to the S-1 Registration Statement filed on May 19, 1992
*+10.7	The Company Deferred Bonus Plan	Exhibit 10.7(a) to the Company’s Form 10-K for year ended December 31, 1999
*10.8	Amendment to Acquisition Agreement, dated as of February 1, 2003, by and among the Company, Barra, Inc., Symphony Asset Management, Inc., Maestro, LLC, Symphony Asset Management LLC, Praveen K. Gottipalli, Michael J. Henman, Neil L. Rudolph and Jeffrey L. Skelton	Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2003 filed on May 15, 2003
*10.9	Stock Purchase Agreement, dated as of May 28, 2002, by and among Old Mutual (US) Holdings Inc., NWQ Investment Management Company, Inc. and the Company	Exhibit 2.1 to the Company’s Form 8-K filed on August 14, 2002
*10.10	Description of Investment Management Contracts	Exhibit 10.21 to the Company’s Form 10-K for year ended December 31, 2004
*10.11	Repurchase Agreement by and between the Company and The St. Paul Travelers Companies, Inc., dated as of March 29, 2005	Exhibit 10.1 to the Company’s Form 8-K filed on April 1, 2005

E-2

Exhibit		Exhibit No.
Designation	Exhibit	and Location
*10.12	Separation Agreement by and between the Company and The St. Paul Travelers Companies, Inc., dated as of April 1, 2005	Exhibit 10.2 to the Company’s Form 8-K filed on April 1, 2005
*10.13	Indemnity Agreement among The St. Paul Travelers Companies, Inc., the Company, Merrill Lynch & Co. Inc., Merrill Lynch Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Merrill Lynch International Limited, dated as of April 6, 2005	Exhibit 10.2 to the Company’s Form 8-K filed on April 12, 2005
*10.14	Indemnity Agreement among The St. Paul Travelers Companies, Inc., the Company, Morgan Stanley, Morgan Stanley & Co. Incorporated, Merrill Lynch Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. International Limited, dated as of April 6, 2005	Exhibit 10.3 to the Company’s Form 8-K filed on April 12, 2005
*10.15	Credit Agreement, entered into as of September 30, 2005, among the Company, the several financial institutions from time to time party thereto as lenders, Bank of America, N.A., as administrative agent, and Citibank, N.A., as syndication agent	Exhibit 10.1 to the Company’s Form 8-K filed on October 5, 2005
*+10.16	Amendment and Award Agreement effective as of December 30, 2005 between the Company and Timothy R. Schwertfeger.	Exhibit 10.1 to the Company’s Form 8-K filed on January 10, 2006
*+10.17	Nuveen Investments, Inc. 2005 Equity Incentive Plan.	Exhibit A to the Company’s Schedule A Definitive Proxy Statement filed on April 15, 2005
*+10.18	Form of Restricted Stock Award Agreement with executive officers regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan.	Exhibit 10.1 to the Company’s Form 8-K filed on January 20, 2006

E-3

Exhibit		Exhibit No.
Designation	Exhibit	and Location
*+10.19	Form of Non-Qualified Stock Option Agreement with executive officers regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan.	Exhibit 10.2 to the Company’s Form 8-K filed on January 20, 2006
*+10.20	Revised Annex A to Form of Non-Qualified Stock Option Agreement with executive officers regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan.	Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2006 filed on May 9, 2006
*+10.21	Nuveen Investments, Inc. Executive Performance Plan	Exhibit B to the Company’s Schedule A Definitive Proxy Statement filed on April 15, 2005
*+10.22	Employment Terms dated as of January 13, 2006 regarding Alan Brown.	Exhibit 10.3 to the Company’s Form 8-K filed on January 20, 2006
*+10.23	Restricted Stock Award Agreement dated as of January 13, 2006, by and between the Company and Alan Brown	Exhibit 10.4 to the Company’s Form 8-K filed on January 20, 2006
*+10.24	Summary of Compensation of Glenn Richter	Contained in paragraph (c) of Item 5.02 to the Company’s Form 8-K filed May 3, 2006
21	Subsidiaries of the Company	—
23	Independent Auditors’ Consent	—
24	Powers of Attorney	—
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	—
31.2	Certification of President pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	—
31.3	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	—
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—

E-4

Exhibit		Exhibit No.
Designation	Exhibit	and Location
32.2	Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—
32.3	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—

*	Previously filed; incorporated herein by reference.
+	Management contracts and compensatory plans and arrangements.

E-5

EX-10.4

EXHIBIT 10.4

NUVEEN INVESTMENTS, LLC

EMPLOYEES’

401(k)/PROFIT-SHARING PLAN

(As Amended and Restated Effective January 1, 2007)

TABLE OF CONTENTS

			Page
ARTICLE I. NAME, CHARACTER AND PURPOSE OF PLAN				1
	1.1.	Name		1
	1.2.	History		1
	1.3.	Qualified Plan		1
	1.4.	Application		1
ARTICLE II. DEFINITIONS				2
ARTICLE III. PARTICIPATION				10
	3.1.	Dates of Participation		10
	3.2.	Rollover Amount		10
ARTICLE IV. EMPLOYER PROFIT-SHARING CONTRIBUTIONS				11
	4.1.	Profit-Sharing Contribution Formula		11
	4.2.	Statements		11
	4.3.	Allocation of Employer Profit-Sharing Contribution		11
	4.4.	Qualified Military Service		11
ARTICLE V. PARTICIPANT ELECTIVE DEFERRALS				12
	5.1.	Elective Deferrals		12
	5.2.	Deduction of Elective Deferral Contributions		13
	5.3.	Change in Rate of Elective Deferral Contributions		13
	5.4.	Suspension of Elective Deferral Contributions		14
	5.5.	Nonforfeitability of Elective Deferral Contributions		14
	5.6.	Annual Limit on Elective Deferral Contributions		14
	5.7.	Elective Deferral Contributions Discrimination Limitation		14
	5.8.	Calculation of Income or Loss on Excess Deferrals		15
	5.9.	Qalified Military Service		15
ARTICLE VI. EMPLOYER MATCHING CONTRIBUTIONS				15
	6.1.	Employer Matching Contributions		15
	6.2.	Employer Matching Contributions Nondiscrimination Limitation		15
	6.3.	Calculation of Income or Loss on Excess Contributions		16
	6.4.	Qualified Military Service		16
ARTICLE VII. ACCOUNTING; LIMITS ON ANNUAL ADDITIONS				16
	7.1.	Separate Accounts		16
	7.2.	Allocation of Remainders		17
	7.3.	Statement of Account		17
	7.4.	Distributions		17
	7.5.	Adjustments		17
	7.6.	Yearly Limitations on Total Additions to Participant’s Accounts		17
ARTICLE VIII. VESTING AND TERMINATION				18
	8.1.	Vested Interest		18
	8.2.	Vesting at Normal Retirement Age		19
	8.3.	Vesting on Death or Permanent Disability		19

i

TABLE OF CONTENTS

			Page
	8.4.	Determination of Remainders; Restoration of Remainders Upon Reemployment		19
ARTICLE IX. DISTRIBUTION OF BENEFITS				20
	9.1.	Time and Manner of Distribution		20
	9.2.	In-Service Distributions from Rittenhouse Plan Accounts		21
	9.3.	Loans		21
	9.4.	Designation of Beneficiaries		21
	9.5.	Un-cashed Benefit Checks and Missing Participants		22
	9.6.	Direct Rollovers		23
	9.7.	Minimum Distribution Requirements		24
ARTICLE X. ADMINISTRATION				27
	10.1.	Allocation of Responsibility Among Fiduciaries		27
	10.2.	Committee		28
	10.3.	Duties and Powers of Committee		28
	10.4.	Administration of Trust Fund		30
	10.5.	Procedures of Committee		30
	10.6.	Allocation and Delegation of Administrative Responsibilities		30
	10.7.	Indemnification of Committee		31
	10.8.	Compensation and Expenses		31
	10.9.	Records		31
	10.9.	Review of Claims; Appeals; Special Rules for Permanent Disability Determinations		31
ARTICLE XI. THE TRUST FUND AND ITS ADMINISTRATION				33
	11.1.	The Trust Fund		33
	11.2.	Designation of Investments by Participants		33
	11.3.	Trustee		34
ARTICLE XII. MISCELLANEOUS				34
	12.1.	Information to be Furnished by the Employer		34
	12.2.	Information to be Furnished by Participants		34
	12.3.	Interests Not Transferable		34
	12.4.	Facility of Payment		34
	12.5.	Absence of Guaranty		34
	12.6.	Employment Rights		34
	12.7.	Evidence		34
	12.8.	Waiver of Notice		35
	12.9.	Gender and Number		35
	12.10.	Action by Nuveen		35
	12.11.	Courts		35
	12.12.	Successors, etc		35
	12.13.	Qualified Domestic Relations Orders		35
ARTICLE XIII. ADOPTION, AMENDMENT OR TERMINATION				35
	13.1.	Adoption		35

ii

TABLE OF CONTENTS

			Page
	13.2.	Amendment		36
	13.3.	Termination		36
	13.4.	Vesting and Distribution on Termination		36
	13.5.	Notice of Termination		37
	13.6.	Merger or Consolidation of Plan		37
	13.7.	Employees of Acquired Businesses		37
ARTICLE XIV. NOTICE				37
ARTICLE XV. TOP-HEAVY PROVISIONS				38
	15.1.	Requirements in Plan Years in which Plan is Top-Heavy		38
APPENDIX – INVESTMENT OPTIONS FOR THE TRANSFER OF RITTENHOUSE PLAN ACCOUNTS				41
SCHEDULE A – ACQUIRED BUSINESS – NWQ INVESTMENT MANAGEMENT COMPANY, INC.				41

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NUVEEN INVESTMENTS, LLC
EMPLOYEES’
401(k)/PROFIT-SHARING PLAN

(As Amended and Restated Effective January 1, 2007)

ARTICLE I.

NAME, CHARACTER AND PURPOSE OF PLAN

     1.1. Name. This document is an amendment, restatement and continuation of the plan formerly known as the “John Nuveen & Co. Incorporated Employees’ Profit-Sharing Plan,” and is effective as of January 1, 2007 (except as otherwise indicated within this document). The Plan provides a vehicle under which Participants may save for retirement on a tax-advantaged basis and under which the Employer may share profits with Employees by making contributions from its profits to the Trust for the exclusive benefit of Participants or their Beneficiaries.

     1.2. History. The Plan is the successor to the John Nuveen & Co. Incorporated Profit-Sharing Trust, which was created effective as of December 22, 1941, amended as of July l, l970 and December 3l, l974 and succeeded to the John Nuveen Pension Fund established in l936. At all times since, it has been administered continuously. Effective January 1, 1997, the Plan was amended and restated to add a Code Section 401(k) cash or deferred arrangement. The Rittenhouse Companies 401-K Plan (hereinafter the “Rittenhouse Plan” was merged into the Plan effective as of January 1, 2002, with the merged Plan known as the Nuveen Investments Employees’ 401(k)/Profit-Sharing Plan. Pursuant to a Written Consent of Sole Member dated January 31, 2003, the name of the Plan was changed to the Nuveen Investments, LLC Employees’ 401(k)/Profit-Sharing Plan to reflect a change in Nuveen’s form of business organization and name from a Delaware corporation to a Delaware limited liability company. Effective January 1, 2007, the Plan was amended and restated to provide for, among other things, automatic enrollment of new Participants, and to allow Participants to designate some or all of their Elective Deferral Contributions as Roth Deferral Contributions, which are included in gross income at the time of deferral, rather than traditional, pre-tax elective contributions.

     1.3. Qualified Plan. The Plan and Trust are intended to satisfy the requirements of the Internal Revenue Code of 1986, as amended, so that the Plan will be a qualified Plan and the Trust will constitute a qualified trust within the meaning of Code Sections 401(a) and 501(a), respectively. The Plan allows the acquisition and holding of employer securities, and is intended to be an “eligible individual account plan” for purposes of ERISA.

     1.4. Application. The provisions of the amended and restated Plan shall apply only to Employees who terminate employment on or after the Restatement Date and their Beneficiaries. The rights and benefits, if any, of a former Employee or his or her Beneficiary who are or will be receiving benefits under the Plan shall be determined in accordance with the provisions of the Plan in effect on the date his or her employment terminated.

ARTICLE II.

DEFINITIONS

     2.1. “Accounts” means all the accounts maintained for a particular Participant, including, as applicable, the Employer Profit-Sharing Contribution Account, the Elective Deferral Contribution Account, Roth Deferral Contribution Account, the Employer Matching Contribution Account and the Rollover Account.

     2.2. “Actual Contribution Percentage” means, with respect to each Employee who is eligible to participate under Section 3.1, the percentage represented by the Employer Matching Contributions on behalf of the Employee for the Plan Year divided by the Compensation received by the Employee for the Plan Year. However, Employer Matching Contributions that are taken into account under Section 2.3 shall not be included in the computation of the Actual Contribution Percentage. The Plan Administrator may elect for each Plan Year to treat Elective Deferral Contributions allocated to a Participant as Employer Matching Contributions in computing the Actual Contribution Percentage.

     2.3. “Actual Deferral Percentage” means, with respect to each Employee who is eligible to participate under Section 3.1, the percentage represented by his or her Elective Deferral Contributions for the Plan Year, divided by the Compensation received by the Employee for the preceding Plan Year (for a Non-Highly Compensated Employee) or by the Compensation received for the current Plan Year (for a Highly Compensated Employee). The Plan Administrator may elect for each Plan Year to treat any portion of that Plan Year’s Employer Matching Contributions that may be treated as “qualified matching contributions” under Code Section 401(k), and which were allocated to a Participant as Employer Matching Contributions, as Elective Deferral Contributions in computing the Actual Deferral Percentage. Any Catch-up Contributions made pursuant to Section 5.1(b) will be disregarded for purposes of determining the Actual Deferral Percentage.

     2.4. “Beneficiary” means any person designated by a Participant pursuant to Section 9.4 to receive benefits under the Plan in the event of the Participant’s death.

     2.5. “Break in Service” means a Plan Year for which an Employee or Participant is credited with fewer than 501 Hours of Employment. Solely for purposes of determining whether a Break in Service has occurred, a Participant will be treated as completing up to, but not more than, 501 Hours of Employment during a period in which the Participant was on a leave of absence caused by pregnancy, birth of a child, adoption of a child, or care for a child during the period immediately following the birth or adoption of the child. The total Hours of Employment used to determine whether a Break in Service for such leave has occurred shall not exceed 50l. Hours of Employment so used shall apply to the year in which the permitted leave began if necessary to prevent a Break in Service, or, if the Participant completed more than 500 Hours of Employment in such year, then the Hours of Employment shall apply to the following year.

     2.6. “Catch-up Contributions” means additional Elective Deferral Contributions made by a Participant aged 50 or older during the Plan Year pursuant to Code Section 414(v) and

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Section 5.1(b). Catch-up Contributions will be referred to and administered as Elective Deferral Contributions, except as otherwise provided in the Plan.

     2.7. “Code” means the Internal Revenue Code of l986, as amended.

     2.8. “Committee” means the Profit-Sharing and Retirement Plan Committee.

     2.9. “Compensation” means base compensation received from an Employer for a Plan Year which is treated as wages on Form W-2 for federal income tax purposes, plus amounts which are not included in income under Code Sections 125, 132(f)(4), 402(e)(3) and 457, but excluding bonuses, overtime, incentive pay, reimbursements and expense allowances, monthly expenses, and other fringe benefits, deferred compensation and welfare benefits. Not more than $225,000 for 2007 (as adjusted under Code Section 401(a)(17)(B)) of Compensation shall be taken into account for purposes of determining contributions for any Participant in any Plan Year.

     2.10. “Elective Deferral Agreement” means an agreement between a Participant and his or her Employer described in Section 5.1.

     2.11. “Elective Deferral Contribution Account” means the account maintained for a Participant’s Elective Deferral Contributions (except for Roth Deferral Contributions), as adjusted under Article VII for earnings, losses, changes in market value, fees, expenses and distributions, if any.

     2.12. “Elective Deferral Contributions” means amounts contributed to the Plan on behalf of a Participant under his or her Elective Deferral Agreement under Article V, including pursuant to automatic enrollment under Section 5.1(c). Elective Deferral Contributions are intended to qualify as “salary reduction” contributions under Code Section 401(k).

     2.13. “Employee” means any person who is employed by an Employer, as determined under general common law principles, and who is on the payroll of the Employer or a Related Business, other than (i) a “leased employee,” (ii) a “summer intern,” as determined by the Committee, (iii) an “off-shift hourly employee,” as determined by the Committee; or (iv) a person who is rendering services solely as a corporate director or as a self-employed person. An individual who is not reported as a common law employee on the applicable payroll records, such as an independent contractor, is excluded from this definition during such period of classification. An individual will not be retroactively deemed an Employee for purposes of participating in the Plan, even if a court or administrative agency determines that such individual is a common law employee and not an independent contractor for all or any portion of the period during which such individual was excluded from participation in the Plan.

     For purposes of this Section, “leased employee” means any person (other than a common-law employee of an Employer or Related Business) who, under an agreement between an Employer or Related Business and any other person (the “leasing organization”), has performed services for the Employer or Related Business (or for such entity and related persons (determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for a period of at

3

least one year, provided that the services are performed under the primary direction or control of the Employer or Related Business.

     2.14. “Employer” means, as the context requires, either jointly or severally, Nuveen and, subject to Section 13.7, each entity which is, with respect to Nuveen, a Related Business.

     2.15. “Employer Matching Contribution Account” means the account maintained for the Employer Matching Contributions made on a Participant’s behalf under Section 6.1, as adjusted under Article VII for earnings, losses, changes in market value, fees, expenses, and distributions, if any.

     2.16. “Employer Matching Contributions” means the contributions made by an Employer under Section 6.1.

     2.17. “Employer Profit-Sharing Contribution Account” means the account maintained for the Employer Profit-Sharing Contributions made on a Participant’s behalf under Section 4.3, as adjusted under Article VII for earnings, losses, changes in market value, fees, expenses and distributions, if any.

     2.18. “Employer Profit-Sharing Contributions” means the contributions made by an Employer under Section 4.3.

     2.19. “Fiduciaries” means Nuveen, the Committee, the Trustee, and any other “fiduciary” within the meaning of ERISA, but only to the extent of the specific responsibilities of each for Plan and Trust administration, as described and allocated in Section 10.l.

     2.20. “5% Owner” means a Participant who is a more-than-5% shareholder of an Employer which is a corporation, or a person with a more-than-5% capital or profits interest in an Employer which is not a corporation. A Participant’s ownership in an Employer will be determined under the rules of Code Section 318.

     2.21. “415 Compensation” means a Participant’s compensation, as determined under Treasury Regulations § 1.415-2(d), and shall also include amounts which are not included in income under Code Sections 125, 132(f)(4), 402(e)(3) and 457.

     2.22. “Highly Compensated Employee” means any Employee who:

(a)	was a 5% Owner at any time during the current or prior Plan Year; or
(b)	for the preceding Plan Year:

(i)	had 415 Compensation from the Employer of more than $100,000 for 2007 (as adjusted under Code Section 414); and
(ii)	if the Employer elects for the preceding Plan Year, was in the top-paid group of Employees for the preceding Plan Year.

4

     An Employee is in the top-paid group of Employees for any year if such Employee is in the group consisting of the top 20% of Employees (ranked by 415 Compensation).

     2.23. “Hour of Employment” means each hour for which an Employee is paid or entitled to payment by an Employer for performance of duties or on account of a period during which no duties are performed due to vacation, holiday, illness, incapacity, paid layoff, jury duty, military duty or other leave of absence authorized by an Employer under its standard personnel practices, administered in a uniform and nondiscriminatory manner, and each hour for which back pay is either awarded or agreed to by the Employer. Special rules for crediting Hours of Employment during a period in which the Employee performs no services for the Employer are found in Department of Labor Regulations §§ 2530.200b-2(b) and (c), which are herein incorporated by reference. Hours of Employment shall be credited to an Employee with respect to the employment periods to which they relate, rather than to the periods in which payment is actually made. Hours of Employment shall be credited to an Employee on the basis of semi-monthly payroll periods; an Employee will be credited with 95 Hours of Employment for each semi-monthly payroll period for which the Employee would be required to be credited with at least one Hour of Employment under Department of Labor Regulations §§ 2530.200b-2(b) and (c).

     Notwithstanding any provision of the Plan to the contrary, Hours of Employment shall be credited to an Employee with respect to his or her qualified military service in accordance with Code Section 414(u) and any Treasury Regulations or other official guidance issued under that Section.

     2.24. “Net Income Before Tax” means net income or loss of the Employer as computed by its accounting staff and subsequently verified by the Employer’s certified public accountants before providing for contributions under this Plan and before providing for federal income taxes.

     2.25. “Nuveen” means Nuveen Investments, LLC (formerly known as John Nuveen & Co. Incorporated), a Delaware limited liability company, or any successor which assumes the role of the sponsoring employer of this Plan.

     2.26. “Participant” means any Employee who is participating in the Plan under the provisions of Section 3.l.

     2.27. “Plan” means the Nuveen Investments, LLC Employees’ 401(k)/Profit-Sharing Plan, as set forth by this document or as subsequently amended.

     2.28. “Plan Year” means the calendar year.

     2.29. “Regular Deferral Contributions” means Elective Deferral Contributions made on behalf of a Participant pursuant to Section 5.1(a) that are not includible in the Participant’s gross income at the time deferred.

5

     2.30. “Remainder” means the forfeited, non-vested portion of the account of any Participant who has incurred a Break in Service and terminated employment with the Employer.

     2.31. “Related Business” means any corporation, partnership, proprietorship or other entity which, along with an Employer, is a member of a “controlled group of corporations,” a group of trades of businesses (whether or not incorporated) under common control or an “affiliated service group,” as described in Code Section 414(b), (c) or (m), respectively, or which is required to be aggregated with an Employer under regulations issued under Code Section 414(o).

     2.32. “Restatement Date” means January l, 2007.

     2.33. “Rollover Account” means the account maintained for a Participant for amounts (except for transfers of “designated Roth contributions” as defined in Code Section 402A) rolled over or transferred to the Plan with respect to that Participant from another qualified plan under Section 3.2, after adjustments for earnings, losses, changes in market value, fees, expenses and distributions, if any.

     2.34. “Rollover Amount” means any amount received by a Participant that is described in Code Sections 402(c)(4), 403(a)(4), 403(b)(8)(A), 408(d)(3) or 457(e)(16).

     2.35. “Roth Deferral Contributions” means Elective Deferral Contributions made on behalf of a Participant pursuant to Section 5.1(a) that: (1) are includible in the Participant’s gross income at the time the Participant would have received such amount in cash if he or she had not made such deferral election; (2) have been irrevocably designated as Roth contributions by the Participant in his or her Elective Deferral Agreement; and (3) are being made in lieu of all or a portion of the pre-tax Elective Deferral Contributions that the Participant is otherwise eligible to make under the Plan.

     2.36. “Roth Deferral Contribution Account” means the account maintained for a Participant’s Roth Deferral Contributions, and “designated Roth contributions” (as defined in Code Section 402A) received as a rollover, as adjusted under Article VII for earnings, losses, changes in market value, fees, expenses and distributions, if any.

     2.37. “Service” shall be computed as follows:

(a) For purposes of eligibility to receive allocations of Profit-Sharing Contributions under Section 4.3, an Employee shall be credited with a year of Service if he or she is credited with at least 1,000 Hours of Employment in an “eligibility computation period.” An Employee’s initial eligibility computation period is the one-year period beginning on the date he or she is first credited with an Hour of Employment. If needed, an Employee’s subsequent eligibility computation periods are Plan Years, beginning with the Plan Year which begins during his or her initial eligibility computation period. If a former Participant described in paragraph (c) below is reemployed, his or her initial eligibility computation period

6

	will begin on the first date following his or her reemployment when he or she is credited with an Hour of Employment.
(b)	For purposes of vesting under Article VIII, a Participant shall be credited with a year of Service if he or she is credited with at least 1,000 Hours of Employment in a Plan Year, including Plan Years in which he or she was an Employee before he or she became a Participant.
(c)	If a Participant who has not made any Elective Deferral Contributions, and whose vested percentage under the Plan is otherwise 0%, terminates employment and then experiences the greater of: (1) five consecutive Breaks in Service; or (2) the number of consecutive Breaks in Service that are equal to the aggregate number of his or her years of Service that occurred before such Breaks in Service, then such former Participant’s prior Service credit under paragraphs (a) and (b) above will not be taken into account for purposes of determining the vested percentage of the Participant’s benefits that are accrued after such Breaks in Service.
(d)	If a Participant who has made any Elective Deferral Contributions, and/or whose vested percentage under the Plan is otherwise greater than 0%, terminates employment and is reemployed as an Employee before experiencing the greater of: (1) five consecutive Breaks in Service; or (2) the number of consecutive Breaks in Service that are equal to the aggregate number of his or her years of Service that occurred before such Breaks in Service, then such reemployed Participant’s prior Service credit under paragraphs (a) and (b) above will be taken into account for purposes of determining the vested percentage of the Participant’s benefits that are accrued after such Breaks in Service.
(e)	For all purposes of this Section 2.37, Service shall be calculated using all Hours of Employment performed for the Employer and any Related Business.
(f)	If a leased employee (as defined in Section 2.13) becomes an Employee, his or her service with an Employer or a Related Business while a leased employee shall be included for purposes of computing his or her Hours of Employment and continuous Service under the Plan, to the same extent as actual Service with the Employer or Related Business.
(g)	If an off-shift hourly employee, who was not an “Employee” under Section 2.13, later becomes an Employee, his or her service with an Employer or a Related Business while he or she was an off-shift hourly employee shall be included for purposes of computing his or her Hours of Employment and continuous Service under the Plan, to the same extent as actual service with the Employer or Related Business.

     2.38. “Settlement Date” means the date as of which payment of a Participant’s Accounts shall be made or begin. A Participant’s Settlement Date will occur as soon as practicable after his or her termination of employment (for any reason), unless the Participant elects to defer his

7

or her Settlement Date under Section 9.1(b), but in no event later than April 1 of the calendar year following the later of the calendar year in which the Participant attained age 70¹/2 or the calendar year in which his or her termination of employment occurred. If the Participant is a 5% Owner with respect to the calendar year in which he or she attained age 70¹/2, his or her Settlement Date cannot be later than April 1 of the calendar year following the calendar year in which he or she attained age 70¹/2.

     2.39. Top-Heavy Plan Definitions:

(a)	“Determination Date” means, for purposes of determining whether the Plan is Top-Heavy for a particular Plan Year, the last day of the preceding Plan Year.
(b)	“Key Employee” means any Employee or former Employee (including a deceased Employee) who at any time during the Plan Year that includes the Determination Date was:

(i)	An officer of an Employer who receives as compensation for the year more than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002);
(ii)	An Employee owning (or considered as owning within the meaning of Code Section 318) more than 5% of the outstanding stock of the Employer or stock possessing more than 5% of the total combined voting power of all stock of the Employer; or
(iii)	An Employee who receives as compensation for the year from the Employer more than $l50,000 and who would be described in subparagraph (ii) immediately above if “l%” were substituted for “5%.”
	For purposes of applying Code Section 318 to the provisions of this subsection (c), Code Section 318(a)(2)(C) shall be applied by substituting “5%” for “50%.” In addition, Code Section 414(b), (c) and (m) shall not apply for purposes of determining ownership percentages in an Employer under this paragraph (c). For purposes of determining Key Employees, “compensation” means 415 Compensation. The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

(c)	“Non-Key Employee” means any Employee (including a Beneficiary of such Employee, if that Beneficiary is a Participant) who is not a Key Employee.
(d)	For purposes of this Section and Article XV, the terms “Required Aggregation Group” and “Permissive Aggregation Group” have the following meanings:

8

(i)	“Required Aggregation Group” means a group of plans consisting of (A) each plan of the Company in which a Key Employee is a participant, and (B) each other plan of the Company which enables any plan described in (A) to meet the requirements of Code Section 401(a)(4) or 410; and
(ii)	“Permissive Aggregation Group” means the Required Aggregation Group described in (i) plus any other plan of the Company not required to be included in the Required Aggregation Group, but which is designated by the Company as being part of such group if such group would continue to meet the requirements of Code Sections 401(a)(4) and 410 with such plan being taken into account.

(e)	“Top-Heavy Plan” or “Top-Heavy” shall refer to the Plan if, as of any Determination Date, the aggregate of the accrued benefits of Key Employees who are Participants under the Plan (including accrued benefits under any other Plan aggregated with the Plan under the following subparagraph) exceeds 60% of the aggregate of the Accounts of all Employees under the Plan, as determined in accordance with the provisions of Code Section 4l6(g). For this purpose, Employees and Key Employees shall include only such individuals who performed services for an Employer during the one-year period ending on the Determination Date. The present value of accrued benefits of an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under the following subparagraph during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under the following subparagraph. In the case of a distribution made for a reason other than a Retirement Date, death, or Permanent Disability, this provision shall be applied by substituting “5-year period” for “1-year period.”
	The determination of whether the Plan is Top-Heavy shall be made after aggregating all other tax-qualified plans of the Employer in which a Key Employee participates or which enable any such tax-qualified plan to satisfy the requirements of Code Sections 401(a)(4) and 410, to the extent such aggregation is required by Code Section 416(g)(2), and after aggregating any other such plan of the Employer which may be taken into account under the permissive aggregation rules of Code Section 416(g)(2)(A)(ii) if such permissive aggregation thereby eliminates the Top-Heavy status of any plan within such Permissive Aggregation Group. In determining the accrued benefit of any Employee under any defined benefit plan which is aggregated under this subparagraph, the accrual method used shall be the actual accrual method used under all such plans of the Employer.
	Any Catch-up Contributions with respect to the current Plan Year are disregarded for purposes of Code Section 416, but Catch-up Contributions made in prior Plan

9

Years are included in the Account balances used to determine whether the Plan is Top-Heavy.

     2.40. “Trust Fund” or “Trust” means the fund presently held by the Trustee to which all contributions pursuant to this Plan will be made and out of which all benefits payable pursuant to this Plan will be provided, and shall include all contributions by the Employer and Participants and all investments thereof and accumulated earnings thereon.

ARTICLE III.

PARTICIPATION

     3.1. Dates of Participation.

(a)	Each Employee who was a Participant in the Plan on the Restatement Date will continue to be a Participant in the Plan after the Restatement Date, provided he or she continues to be an Employee.
(b)	Each Employee who was not a Participant on the Restatement Date will become a Participant hereunder on the first day of the first payroll period beginning after the later of:

(i)	the Employee’s date of hire by an Employer; or
(ii)	the date the Employee attains age 21.

(c) A Participant’s status as such will, for purposes of receiving contributions or allocations under Articles IV, V and VI, cease upon termination of employment, but such a person shall continue to be a Participant for all other purposes of the Plan until he or she has received all payments to which he or she is entitled under the Plan.

     3.2. Rollover Amount. Any Employee who becomes a Participant pursuant to Section 3.l may file a written application with the Committee requesting that the Trustee accept a Rollover Amount from such Participant. The Committee, in its sole discretion, shall determine whether the amount in question is a Rollover Amount and whether the Participant shall be permitted to contribute it to the Trust. Any written application filed pursuant to this Section shall set forth the amount of such Rollover Amount and a statement, satisfactory to the Committee, that such contribution constitutes a Rollover Amount, and the Committee may request such other information as is necessary to implement this Section. Rollover Amounts shall be accepted in cash only. In the event the Committee permits a Participant to contribute a Rollover Amount, such Rollover Amount shall become part of the Trust Fund and shall be maintained in a separate, fully-vested Rollover Account.

     Any rollover of “designated Roth contributions,” as defined in Code Section 402A, must be delivered directly to the Trustee by the trustee or plan administrator of the distributor plan (a “direct rollover”). Such Roth Rollover Amount must be accompanied by, in addition to any

10

information or documentation required by the Plan Administrator for Rollover Amounts generally, a statement of the plan administrator of the transferring plan indicating either the first year of the five-taxable-year period of participation with respect to such account and the portion of the distribution that is attributable to investment in the contract under Code Section 72, or that the distribution is a qualified distribution. Notwithstanding anything in this Plan to the contrary, a direct rollover from a designated Roth account shall be credited to the Participant’s Roth Deferral Contribution Account.

ARTICLE IV.

EMPLOYER PROFIT-SHARING CONTRIBUTIONS

     4.1. Profit-Sharing Contribution Formula. Subject to all rights herein reserved to it with respect to alteration, amendment, interruption or discontinuance of the Plan, Nuveen may pay to the Trustee a Profit-Sharing Contribution for each Plan Year. The amount of such contribution (if any) shall be in the sole discretion of Nuveen, but shall not exceed the maximum amount that would be allowable to Nuveen as an income tax deduction for such Plan Year under the then-applicable provisions of the Code. In no event shall the amount of any Profit-Sharing Contribution be such as to reduce Nuveen’s Net Income Before Tax from a profit to a loss position. Nuveen shall not be obligated to make any Profit-Sharing Contribution for any Plan Year, regardless of the size of Nuveen’s Net Income Before Tax in a particular year.

     The Profit-Sharing Contribution (if any) shall be payable as of the last day of each Plan Year and shall be paid to the Trustee not later than the deadline prescribed by law for the filing of Nuveen’s federal income tax return for such Plan Year (including extensions thereof).

     4.2. Statements. Nuveen shall, at or before the later of the time of making its Profit-Sharing Contribution for any Plan Year, or of filing its federal income tax return for such year, deliver to the Committee and the Trustee a statement of the amount (if any) of its Profit-Sharing Contribution for such Plan Year.

     4.3. Allocation of Employer Profit-Sharing Contribution. The Profit-Sharing Contribution to the Trust for any Plan Year shall first be used to make any special allocations required under Section 8.4(b) which could not be made under Section 7.2 because there were insufficient Remainders; the balance shall then be allocated and credited to the separate Profit-Sharing Accounts of all eligible Participants. A Participant will become eligible to receive allocations of Profit-Sharing Contributions once he or she has completed a year of Service as defined in Section 2.37(a). A Participant described in the preceding sentence is eligible to receive an allocation of Profit- Sharing Contributions for a particular Plan Year if the Participant was an Employee as of the last day of that Plan Year.

     Profit-Sharing Contributions shall be allocated to the Profit-Sharing Account of each Participant described in the preceding paragraph in the proportion that Compensation paid to the Participant during the Plan Year (including Compensation paid during any part of that Plan Year prior to the date when he or she became a Participant) bears to the total of such Compensation paid by the Employer during the Plan Year to all Participants eligible to receive Profit-Sharing Contributions who were Employees as of the last day of the Plan Year. Allocations of

11

contributions under this Section 4.3 shall be considered as having been made on the last day of the applicable Plan Year regardless of the dates of actual entries or receipt by the Trustee.

     4.4. Qualified Military Service. Notwithstanding any other provision of the Plan, Employer Profit-Sharing Contributions shall be made with respect to Participants who have incurred qualified military service in accordance with Code Section 414(u) and any Treasury Regulations or other official guidance issued under that Section.

ARTICLE V.

PARTICIPANT ELECTIVE DEFERRALS

     5.1. Elective Deferrals .

(a)	Regular and Roth Deferral Contributions. A Participant may elect to make Regular and/or Roth Deferral Contributions by entering into an Elective Deferral Agreement that shall apply to each payroll period. The terms of any such Elective Deferral Agreement shall provide that the Participant agrees to a reduction in Compensation equal to a whole percentage of his or her Compensation for each payroll period after the Elective Deferral Agreement becomes effective. A Participant may elect to defer up to 60% of his or her Compensation, subject to the annual limit described in Section 5.6 and other limits under applicable law or as established by the Committee pursuant to Section 10.3. Notwithstanding the previous sentence, an eligible Participant may elect to defer up to an additional 40% of his or her Compensation with respect to Catch-up Contributions. Nuveen may change the minimum deferral percentage and/or maximum deferral percentage provided for in this paragraph prospectively for any Plan Year; provided, however, that no such change will be effective unless it is communicated to Participants at least 20 days before the last day as of which a Participant may make or change his or her Elective Deferral Agreement.
	A Participant may elect in his or her Elective Deferral Agreement to designate irrevocably (but not retroactively) any portion of his or her Elective Deferral Contributions (including Catch-up Contributions) as Roth Deferral Contributions. Regular and/or Roth Deferral Contributions shall continue in effect at the rate elected by the Participant until the Participant changes or suspends such election in accordance with the terms of the Plan. Contributions made to the Plan as one type, either Regular or Roth, may not later be reclassified as the other type.
(b)	Catch-up Contributions. Participants who are eligible to make Elective Deferral Contributions under this Plan and who will attain age 50 by the end of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Section 5.1(a) above, and Code Section 414(v) and the Treasury Regulations and guidance issued thereunder. Except as otherwise provided in the Plan or applicable law, Catch-up Contributions will be referred to and administered as Elective Deferral Contributions. Catch-up Contributions shall not be taken into account for purposes of applying the limitations of Code

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Sections 401(a)(30) and 415, and for certain purposes under Code Sections 401(k)(3), 401(k)(12), 410(b), and 416.

(c)

Automatic Enrollment. Notwithstanding anything in this Plan to the contrary, each Employee who first becomes a Participant on or after January 1, 2007 and who fails to affirmatively either enter into an Elective Deferral Agreement or decline enrollment in the Plan within 60 days from the date he or she becomes a Participant will be deemed to have elected to have three percent (3%) of his or her Compensation withheld from his or her paycheck as Regular Deferral Contributions. The Employer will automatically withhold such an amount from such Participant’s Compensation and will be required to contribute such amount to the Plan on the Participant’s behalf. A Participant’s deemed election under this paragraph shall commence as soon as administratively possible after the deemed election can be processed, provided that this election will not take effect before the 60th day following the date the Employee becomes a Participant. A Participant’s deemed election will remain in effect until the Participant files a subsequent election revoking or changing the deemed election. A Participant’s subsequent election will apply on a prospective basis only.

     5.2. Deduction of Elective Deferral Contributions. The Employer shall deduct a Participant’s Elective Deferral Contributions from the Compensation of the Participant and, as soon as practicable after the deduction is made but in no event later than the 15th business day of the month following the month in which the deduction is made, shall contribute the sums so deducted to the Trustee for investment in accordance with the Participant’s directions made under Section 11.2.

     5.3. Change in Rate of Elective Deferral Contributions. Within the limitations of Section 5.1, a Participant may change the percentage of his or her Elective Deferral Contributions being made from his or her Compensation, or the allocation of his or her Elective Deferral Contributions between Regular and Roth Deferral Contributions, as follows:

(a)

as of the first day of the first payroll period beginning in any calendar quarter, by submitting the appropriate form to the Committee at least 10 business days preceding the date such change is to become effective, or by such other date as the Committee shall designate; and

(b)

if a Participant’s Compensation is adjusted during the Plan Year, as of the first day of the first payroll period after his or her submission of the appropriate form to the Committee, or as soon as practicable thereafter. If the Participant does not submit the appropriate form by the first day of the first month following the Compensation adjustment, or by such other date as the Committee shall designate, then the timing of the Participant’s election change will no longer be subject to this Section 5.3(b), and will once again be subject to Section 5.3(a).

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     5.4. Suspension of Elective Deferral Contributions. A Participant may elect to suspend making Elective Deferral Contributions as of the first day of a payroll period by submitting the appropriate form to the Committee at least 10 business days preceding the date such suspension is to become effective.

     5.5. Nonforfeitability of Elective Deferral Contributions. All Elective Deferral Contributions shall be fully vested and nonforfeitable at all times.

     5.6. Annual Limit on Elective Deferral Contributions. No Participant shall be permitted to have Elective Deferral Contributions, other than Catch-up Contributions, made under this Plan or any other qualified plan maintained by the Employer during any calendar year in excess of the dollar limitation contained in Code Section 402(g) in effect at the beginning of such calendar year. The dollar amount of the limit under Code Section 402(g) for 2007 is $15,500. Any Elective Deferral Contributions (excluding Catch-up Contributions) made by the Employer on behalf of a Participant in excess of the applicable Code Section 402(g) limit for a calendar year, and the earnings attributable thereto (as calculated under Section 5.8), shall be returned to the Participant no later than the April 15 following the close of the calendar year in which such excess Elective Deferral Contributions were made; provided that Regular Deferral Contributions, if any, will be returned before any Roth Deferral Contributions.

     If a Participant determines that he or she would exceed the limitation of this Section 5.6 when his or her Elective Deferral Contributions under this Plan are aggregated with the amounts deferred by the Participant under other plans or arrangements described in Code Sections 401(k), 408(k), 403(b) or 501(c)(18), the Participant may request that the Committee distribute the excess deferrals. Such excess deferrals and income or loss allocable thereto (as calculated under Section 5.8) may be distributed no later than April 15 of the calendar year following the calendar year in which any such excess deferrals are contributed to Participants who claim such allocable deferral contributions, and Regular Deferral Contributions, if any, will be distributed before any Roth Deferral Contributions. The Participant’s claim shall be in writing, shall be submitted to the Committee no later than March 15 of the calendar year following the calendar year in which any such excess deferrals are contributed, shall specify the Participant’s deferral contribution amount for the preceding calendar year, and shall be accompanied by the Participant’s written statement that if such amounts are not distributed, such deferral contributions, when added to amounts deferred under other plans or arrangements described in Code Sections 401(k), 408(k), 403(b) or 501(c)(18), will exceed the limit imposed on the Participant in accordance with the applicable provisions of the Code for the year in which the deferral contributions occurred. To the extent the excess deferral arises under this Plan, when combined with other plans of the Employer, the individual will be deemed to have notified the Committee of the excess deferral and to have requested distribution.

     Any Catch-up Contributions made pursuant to Section 5.1(b) will be disregarded for purposes of applying the limits in the preceding paragraphs of this Section 5.6.

     5.7. Elective Deferral Contributions Discrimination Limitation. The Employer may decrease the maximum permissible Elective Deferral Contributions (except Catch-up Contributions) for certain Participants as determined by the Employer each year, distribute

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Elective Deferral Contributions, provided that Regular Deferral Contributions, if any, will be distributed before any Roth Deferral Contributions (including any gain or loss thereon as calculated under Section 5.8) (except Catch-up Contributions) made by certain Participants as it shall determine within 2¹/2 months after the end of the Plan Year to which they relate, and/or make additional Elective Deferral Contributions on behalf of certain Participants, to the extent necessary so that for any Plan Year:

(a)

The average Actual Deferral Percentage of eligible Employees who are Highly Compensated Employees is not more than 1.25 times the average Actual Deferral Percentage for the prior year of all other eligible Employees; or

(b)

The excess of the average Actual Deferral Percentage of eligible Employees who are Highly Compensated Employees over the average Actual Deferral Percentage for the prior year of all other eligible Employees is not more than two percentage points and the average Actual Deferral Percentage of eligible Employees who are Highly Compensated Employees is not more than two times the average Actual Deferral Percentage for the prior year of all other eligible Employees.

     5.8. Calculation of Income or Loss on Excess Deferrals. The income or loss allocable to the excess deferrals under Sections 5.6 and 5.7 shall be calculated on a uniform basis under Regulation § 1.401(k)-2(b)(ii).

     5.9. Qualified Military Service. Notwithstanding any other provision of the Plan, a Participant who has incurred qualified military service shall be permitted to make Elective Deferral Contributions to the Plan in accordance with Code Section 414(u) and any Treasury Regulations or other official guidance issued under that Section.

ARTICLE VI.

EMPLOYER MATCHING CONTRIBUTIONS

     6.1. Employer Matching Contributions. The Employer shall make an Employer Matching Contribution to the Trust on behalf of each Participant who makes Elective Deferral Contributions under the Plan, equal to 50% of each such Participant’s Elective Deferral Contributions (excluding Catch-up Contributions) up to 10% of Compensation for each payroll period. Nuveen may change the Employer Matching Contribution prospectively for any Plan Year.

     6.2. Employer Matching Contributions Nondiscrimination Limitation. The Employer may distribute the amount of vested Employer Matching Contributions (including any gain or loss thereon as calculated under Section 6.3) made for certain Participants as it shall determine each Plan Year within 2¹/2 months following the close of the Plan Year to which they relate, and/or forfeit unvested Employer Matching Contributions on behalf of certain Participants, to the extent necessary so that for any Plan Year:

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(a)

The average Actual Contribution Percentage of eligible Employees who are Highly Compensated Employees is not more than 1.25 times the average Actual Contribution Percentage for the prior year of all other eligible Employees; or

(b)

The excess of the average Actual Contribution Percentage of eligible Employees who are Highly Compensated Employees over the average Actual Contribution Percentage for the prior year of all other eligible Employees is not more than two percentage points and the average Actual Contribution Percentage of eligible Employees who are Highly Compensated Employees is not more than two times the average Actual Contribution Percentage for the prior year of all other eligible Employees.

     In the event an Employer Matching Contribution relates to an excess deferral under Section 5.6, or an excess contribution under Section 5.7, the Employer Matching Contribution and income allocable thereto shall be treated as Remainders. The income allocable to an Employer Matching Contribution shall be determined in accordance with Section 6.3.

     The Plan will be permitted to satisfy the Actual Contribution Percentage test under this Section 6.2 by satisfying Section 6.2(b) and the Actual Deferral Percentage test under Section 5.7 by satisfying Section 5.7(b) for any Plan Year only to the extent permitted by law.

     6.3. Calculation of Income or Loss on Excess Contributions. The income or loss allocable to the excess contributions under Sections 6.2 and 7.6 shall be calculated on a uniform basis under Regulation § 1.401(m)-2(b)(ii).

     6.4. Qualified Military Service. Notwithstanding any other provision of the Plan, Employer Matching Contributions shall be made with respect to Participants who have incurred qualified military service in accordance with Code Section 414(u) and any Treasury Regulations or other official guidance issued under that Section.

ARTICLE VII.

ACCOUNTING; LIMITS ON ANNUAL ADDITIONS

     7.1. Separate Accounts.

(a) The Committee (or the Trustee upon the direction of the Committee) will maintain one or more separate Accounts in the name of each Participant (or former Participant who has not yet received all payments due to him or her under the Plan) to reflect his or her participation in the Trust. A separate Account maintained for any Participant shall not represent any interest in a specific asset of the Trust, but merely a proportionate interest in those investments held in common by the Trust in which the Participant directed his or her Account to be invested. Earnings on any investment shall accrue proportionately to those Accounts having an interest in such investment and shall be reinvested by the Trustee, except as otherwise provided in the Trust, in the same investment. As of

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	each December 3l, the total of all Account balances shall reflect the fair market value of the Trust Fund as of that date.
(b)	The Committee (or the Trustee upon the direction of the Committee) shall, for each Participant who was a participant in the Rittenhouse Plan, maintain a separate accounting or subaccounting of the amount of such Participant’s interest (if any) in each of his or her Accounts which is attributable to his or her account balances under the Rittenhouse Plan.

     7.2. Allocation of Remainders. Any Remainders which are determined during any Plan Year shall first be used to make special allocations under Section 8.4(b); the balance, if any, shall then be allocated among and credited to the Profit-Sharing Accounts of all Participants eligible for Profit-Sharing Contributions and who were Employees as of the last day of the Plan Year, in the same manner as if such Remainders were Profit-Sharing Contributions of the Employer for the Plan Year.

     7.3. Statement of Account. As soon as practicable after the close of each Plan Year, the Committee will deliver (or will direct the Trustee to deliver) to each Participant a statement of his or her Account balance or balances as of that date in such detail as the Committee may direct. The Committee may cause statements of a Participant’s Account balance or balances to be delivered more frequently than annually. Participants may inspect the Trustee’s records pertaining to their individual Accounts.

     7.4. Distributions. All payments or distributions made to or for the benefit of a Participant or his or her Beneficiary will be charged against the Accounts of the Participant or Beneficiary when paid or distributed; provided, however, that Regular Deferral Contributions, if any, will be distributed before any Roth Deferral Contributions.

     7.5. Adjustments. Allocations of Remainders under Section 7.2 shall be considered as having been made on the last day of the Plan Year during which they became Remainders, regardless of the dates of actual entries or receipt by the Trustee.

     7.6. Yearly Limitations on Total Additions to Participant’s Accounts. Notwithstanding any other provisions of the Plan, the total “additions” (as defined below) to a Participant’s Account for any Plan Year shall not exceed the lesser of:

(a)	$40,000, adjusted for each Plan Year to take into account any adjustment provided under Code Section 415(d); or
(b)	100% of 415 Compensation paid to the Participant by the Employer in that Plan Year.

For purposes of this Section, the term “addition” shall mean, with respect to each Participant, for each Plan Year, (i) the sum of the Employer Matching Contributions and Profit-Sharing Contributions, Elective Deferral Contributions (excluding Catch-up Contributions) and Remainders made to the Plan on his or her behalf and (ii) amounts derived from contributions

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paid or accrued which are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(c), maintained by the Employer. In applying the above limitation, all qualified defined contribution plans maintained by the Employer shall be treated as one qualified defined contribution plan. Furthermore, the 415 Compensation limitation referred to in (b) above will not apply for any contribution for medical benefits (as defined in Code Section 419A(f)(2)) which is otherwise treated as an “addition” under Code Section 419A(d)(2).

     If, as a result of a reasonable error in estimating a Participant’s 415 Compensation, or as a result of a reasonable error in determining the amount of Elective Deferral Contributions that may be made with respect to any Participant under the limits of Code Section 415, or under other limited facts and circumstances that the Internal Revenue Service finds justifiable, an excess amount exists, Elective Deferral Contributions (excluding Catch-up Contributions) as adjusted for income or loss pursuant to Section 6.3 shall be returned to the Participant to the extent necessary to satisfy this Section 7.6; provided, however, that Regular Deferral Contributions, if any, will be returned before any Roth Deferral Contributions. To the extent an excess amount still exists or to the extent the Elective Deferral Contributions cannot be returned to the Participant pursuant to the preceding sentence, the excess amount shall be disposed of in one of the following methods. If the Participant is covered by the Plan as of the end of the Plan Year, the excess amount in the Participant’s Accounts will be used to reduce Employer contributions for the Participant in the next Plan Year and each succeeding Plan Year. If the Participant is not covered by the Plan as of the end of the Plan Year, then the excess amount will be held unallocated in a suspense account and allocated to the Accounts of all other Participants in the Plan for the next Plan Year before any other amounts are allocated for such next Plan Year.

ARTICLE VIII.

VESTING AND TERMINATION

     8.1. Vested Interest.

(a)	A Participant’s Elective Deferral Contribution Account, Roth Deferral Contribution Account, and Rollover Account shall at all times be fully vested and nonforfeitable.
(b)	Subject to the provisions of this Article VIII, each Participant’s vested percentage and non-vested percentage in his or her Employer Profit-Sharing Contribution Account and Employer Matching Contribution Account will be determined in accordance with the following schedule:

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Years of Service	Vested Percentage			Non-Vested Percentage
0-1		0	%		100	%
2		20	%		80	%
3		40	%		60	%
4		60	%		40	%
5		80	%		20	%
6 or more		100	%		0	%

(c) For vesting purposes, years of Service completed after a period in which the Participant incurred at least five consecutive Breaks in Service shall be disregarded for the purpose of determining his or her vested interest in the portion of the Participant’s Account which accrued before such Breaks in Service.

     8.2. Vesting at Normal Retirement Age. A Participant will become 100% vested in his or her Accounts on the later of his or her 65th birthday or the fifth anniversary of the date he or she became a Participant, if he or she is still an Employee on that date and had not already become 100% vested.

     8.3. Vesting on Death or Permanent Disability. If a Participant dies or incurs a Permanent Disability, his or her entire Account or Accounts shall become 100% vested as of the date of his or her death or Permanent Disability. If, in the opinion of the Employer and concurred upon by the Committee, a Participant is unable to perform the duties of his or her employment because of physical or mental disability and a physician acceptable to the Committee certifies that such disability is likely to be permanent, he or she will be considered to have incurred a “Permanent Disability” for purposes of the Plan. Such Permanent Disability shall be deemed to commence on the date the physician’s certificate is received by the Committee.

     8.4. Determination of Remainders; Restoration of Remainders Upon Reemployment.

(a)

If a Participant has not made any Elective Deferral Contributions under the Plan, and his or her vested percentage under the Plan at his or her termination of employment is otherwise 0%, his or her Accounts will be considered a Remainder as of the last day of the Plan Year during which the Participant experienced a Break in Service.

(b)

If a Participant ceased participation in the Plan, received a distribution of the vested portion of his or her Plan Accounts (with any non-vested part of his or her Accounts considered a Remainder as of the last day of the Plan Year during which the Participant experienced a Break in Service), and the individual subsequently becomes a Participant again before he or she incurs five consecutive Breaks in Service, he or she may, at any time while he or she is again a Participant and within five years after his or her rehire date, repay (without interest) the vested amount which was paid to him or her from his or her Plan Accounts. If the Participant makes such repayment, the Committee will, as of the last day of the

19

Plan Year coincident or next following such repayment, make a special allocation to these Accounts so that the dollar value of the balance in these Accounts is the same as it was on the date such amount was considered a Remainder (unadjusted for any subsequent gains or losses of the Trust’s assets).

ARTICLE IX.

DISTRIBUTION OF BENEFIT

     9.1. Time and Manner of Distribution.

(a) As of a Participant’s Settlement Date, that portion of his or her separate Account or Accounts which is then vested shall be distributed in accordance with this Section 9.1, subject to the provisions of Section 9.7. Such vested portion, reduced by (i) any loans made to him or her by the Trustee pursuant to Section 9.3 which are treated as distributions pursuant to the Code and (ii) accrued interest on any such loan that is unpaid, will be distributed to or for the benefit of the Participant, or, in the event of his or her death, to or for the benefit of his or her Beneficiary. In any event, distribution will be made in a cash lump sum if the amount to be distributed is $5,000 or less. Otherwise, distribution will be made by any one or any combination of the following methods as the Participant or his or her Beneficiary, as applicable, shall consent to and direct:

(i)

By payment in full of the amount credited to such Participant’s Account or Accounts at the time of his or her Settlement Date, in cash with respect to any specific security account involving less than $300, otherwise in cash or in kind or any combination thereof. Any distribution of assets in kind under the Plan shall be measured at the fair market value of such assets on the date of distribution.

(ii)

By substantially equal periodic payments, not less frequently than quarterly, beginning on the Participant’s Settlement Date, based on the amount credited to such Participant’s Account or Accounts at the time such payments commence, plus any earnings on the unpaid balance, but subject to readjustment from time to time, as may be determined to exhaust such Participant’s interest over a specified period elected by the Participant, which cannot exceed 10 years. If a Participant has a Roth Deferral Contribution Account, then the periodic installments will be paid last from such Account. If payments to the Participant had not commenced as of his or her death, payments to the Participant’s Beneficiary shall be made in accordance with Section 9.7 and Code Section 401(a)(9). In no event shall payment under this subparagraph be less than $25.

(b) Subject to Section 9.7, the payment of the amount credited to a Participant’s Account(s) generally must begin not later than 60 days after the close of the Plan Year in which occurs the latest of his or her 65th birthday, termination of

20

employment with the Employer, or the tenth anniversary of the date he or she became a Participant. If the amount credited to a Participant’s Account(s) exceeds $5,000, he or she may elect to defer his or her Settlement Date to any date that is not later than April 1 of the calendar year following the calendar year in which the Participant attains age 701/2 or, if later for a Participant who is not a 5% Owner, the calendar year in which the Participant terminates employment.

(c)

In the event of a cash lump-sum distribution under Section 9.1(a) that is greater than $1,000 but does not exceed $5,000, if the Participant does not elect to have such distribution paid in a direct rollover to an Eligible Retirement Plan specified by the Participant or to receive the distribution directly, then the Plan administrator will pay the distribution in a direct rollover to an individual retirement account designated by the Plan administrator; provided, however, that any balance from a Participant’s Roth Deferral Contribution Account will automatically be rolled over to a “Roth IRA” as defined in Code Section 408A.

     9.2. In-Service Distributions from Rittenhouse Plan Accounts. If a Participant was a participant in the Rittenhouse Plan, he or she may, prior to his or her Settlement Date, consent to and direct distribution of any portion of his or her Accounts described in Section 7.1(b) as follows:

(a)	If the Participant has reached age 591/2, he or she may consent to and direct distribution of any or all of the amounts subject to Section 7.1(b); or
(b)	If the Participant has not reached age 591/2, he or she may consent to and direct distribution of any or all amounts subject to Section 7.1(b) which are not attributable to his or her Elective Deferral, Qualified Matching Contribution, Qualified Nonelective Contribution or Safe Harbor Contribution Accounts.

     9.3. Loans. The Committee shall have the power to establish a program for loans from the Plan to Participants. Any such program, when adopted, shall constitute a part of this Plan, even though it may be contained in a separate written document. The Committee shall administer and interpret any such Participant loan program so that it is consistent with Department of Labor Regulations § 2550.408b-1. Notwithstanding any provision of the Plan or the Participant loan program to the contrary, loan repayments of Participants engaged in qualified military service will be suspended under the Plan as permitted under Code Section 414(u)(4) and any Treasury Regulations or other official guidance issued under that Section.

     9.4. Designation of Beneficiaries. Each Participant may designate any person or persons as Beneficiary or Beneficiaries to whom his or her separate Account or Accounts shall be paid in case of his or her death. The designation of Beneficiaries shall be subject to the following rules:

(a) A Participant’s designation of his or her Beneficiary or Beneficiaries must be made by written instructions signed by him or her in a form prescribed by the Committee and filed with the Committee and the Trustee before his or her death.

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Any new designations so filed shall automatically revoke all prior designations. A married Participant may name as Beneficiary or Beneficiaries someone other than his or her Spouse only with the Spouse’s written consent witnessed by a Plan representative or a notary public. If a married Participant designates his or her Spouse as a Beneficiary, such designation shall automatically become null and void if the Participant and the designated Spouse subsequently divorce. For purposes of this Article IX, the term “Spouse” means an individual who is a spouse for purposes of the Code.

(b)

If a Participant dies without having a Beneficiary designation then in force, or if all Beneficiaries designated by him or her shall have died before him or her or before complete payment of his or her interest, or if, for any reason, distribution cannot be made to the Beneficiary, distribution shall be made in the following order: to the Participant’s (i) surviving Spouse; (ii) surviving children; (iii) surviving grandchildren; (iv) surviving parents; (v) surviving brothers and sisters; or (vi) executors or administrators. Any determination or direction made by the Committee in good faith as to the rights or identity of any Beneficiary shall be conclusive on all persons, and neither an Employer, the Committee, nor an Employer’s officers or employees shall be liable to any person on account of any error in such decision or determination. Any payment made in accordance with this Section shall fully discharge the Committee, each Employer, the Trustee, and their respective officers and employees from all future liability with respect to the amount so paid.

     9.5. Un-cashed Benefit Checks and Missing Participants.

(a)

Un-cashed Benefit Checks. If a distribution check is issued under the Plan to a Participant or Beneficiary and remains outstanding after the expiration date set forth on the face of the check, and reasonable efforts to locate the Participant or Beneficiary have been unsuccessful, the amount of the check will be re-deposited into the Plan and held in an un-cashed check forfeiture account. If the Participant or Beneficiary makes a claim to reinstate a benefit covered by this Section 9.5(a), such benefit will be reinstated in an amount equal to the amount of the benefit on the date of the forfeiture. If the Participant or his or her Beneficiary does not claim the benefit forfeited under this Section 9.5(a), the Participant will be considered “missing” and Section 9.5(b) will govern the disposition of his or her benefit.

(b)

Missing Participants. In the event that the whereabouts of a Participant who has become entitled to receive, or is receiving, distributions under the Trust cannot be determined by the Committee, the Committee will have the right at any time after seven years from the date on which the Committee last had contact with such Participant:

(i) To direct that the vested balance of his or her interest be distributed to his or her Beneficiary or Beneficiaries, if then living; or

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(ii) In the event that his or her Beneficiary or Beneficiaries cannot be located, or the Participant failed to designate a Beneficiary, to consider the balance of such vested interest to be a forfeiture and to use such forfeited amount as determined by the Committee in its sole discretion to reduce Employer contributions or pay Plan expenses in accordance with the Plan terms and applicable law. If the Participant or Beneficiary later makes a claim to reinstate a benefit covered by this Section 9.5(b)(ii), such benefit will be reinstated in an amount equal to the amount of the benefit on the date of the forfeiture.

If a Participant is determined to be missing before he or she receives his or her entire benefit from the Plan and such Participant’s vested Account balance does not exceed $1,000, that Participant’s Account will not be subject to the Plan’s mandatory distribution provisions until the Participant is located.

     9.6. Direct Rollovers. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a “Distributee” (as defined below) may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

(a)	Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is required under Code Section 401(a)(9); and (iii) any distribution that is a “hardship distribution.”
	A distribution shall not fail to be an Eligible Rollover Distribution merely because some or all of the distribution consists of contributions from a “designated Roth account” (as defined in Code Section 402A) which are not includible in gross income. However, such portions may be transferred only to a “Roth IRA” (as defined in Code Section 408A) or a “designated Roth account” in a qualified defined contribution plan described in Code Section 401(a) that agrees to separately account for the amount not includible in income.
(b)	Eligible Retirement Plan. An Eligible Retirement Plan is: (i) an individual retirement account described in Code Section 408(a); (ii) an individual retirement annuity described in Code Section 408(b); (iii) an annuity plan described in Code Section 403(a); (iv) a qualified trust described in Code Section 401(a); (v) an annuity contract described in Code Section 403(b); or (vi) an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state

23

	or political subdivision of a state and agrees to separately account for amounts transferred into such plan from this Plan.
	If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a “designated Roth account,” an Eligible Retirement Plan with respect to such portion shall include only another “designated Roth account” of the individual from whose account the payments or distributions were made, or a Roth IRA of such individual.
(c)	Distributee. A Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order under Section 12.13 is a Distributee with regard to the interest of the Spouse or former Spouse.
(d)	Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

     9.7 Minimum Distribution Requirements. . Notwithstanding any Plan provision to the contrary, except with respect to distributions made under a TEFRA Election, distributions from the Plan shall be made in accordance with the minimum distribution requirements of Code Section 401(a)(9) (including the incidental death benefit requirement in Code Section 401(a)(9)(G)), the regulations in effect under Code Section 401(a)(9), and any revenue rulings, notices and other guidance with respect to Code Section 401(a)(9) published in the Internal Revenue Bulletin. Such distributions shall begin no later than the Participant’s Settlement Date. Notwithstanding any other Plan provision, distributions may be made under a designation filed before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (a “TEFRA Election”).

(a) Lifetime Distributions. The amount to be distributed each distribution calendar year, beginning with distributions for the first calendar year for which a distribution is required and continuing through the distribution calendar year that includes the Participant’s date of death, will not be less than the lesser of:

(i)	the quotient obtained by dividing the Participant’s vested Account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulations § 1.401(a)(9)-9, using the Participant’s age as of his or her birthday in the distribution calendar year; or
(ii)	if the Participant’s sole Beneficiary for the distribution calendar year is his or her Spouse, the quotient obtained by dividing the Participant’s vested Account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulations § 1.401(a)(9)-9, using the Participant’s and Spouse’s ages as of their birthdays in the distribution calendar year.

(b) Distributions After Death.

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(i) Death Before Distributions Begin.

(A)	Designated Beneficiary. If the Participant dies before the date distributions begin and has a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s vested Account balance by the designated Beneficiary’s remaining life expectancy (except as otherwise elected under paragraph (E) below), in accordance with Treasury Regulations § 1.401(a)(9)-5.
	Payments to the Beneficiary must commence no later than December 31 of the calendar year immediately following the year of the Participant’s death (except as otherwise elected under paragraph (D) below); provided that, if the Participant’s surviving Spouse is the sole Beneficiary, payments must begin by December 31 of the calendar year immediately following the calendar year in which the Participant died or, if later, December 31 of the calendar year in which the Participant would have attained age 701/2.
(B)	Surviving Spouse as Sole Beneficiary. If the Participant’s surviving Spouse is the sole Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this paragraph (i) (other than paragraph (A) above) generally will apply, where appropriate, as if the surviving Spouse were the Participant.
(C)	No Designated Beneficiary. If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire vested Account will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
(D)	Election to Apply Five-Year Rule to Distributions to Designated Beneficiaries. If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in this subsection, but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse begin, this election will apply as if the surviving Spouse were the Participant.

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(E) Provision to Allow Participants or Beneficiaries to Elect Five-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the five-year rule or the life expectancy rule in this subsection applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under this subsection, or by September 30 of the calendar year that contains the fifth anniversary of the Participant’s (or, if applicable, the surviving Spouse’s) death. If neither the Participant nor the Beneficiary makes an election under this paragraph, distributions will be made in accordance with paragraphs 9.7(b)(i)(A) — (C) above and, if applicable, the elections in paragraph (D) immediately preceding this paragraph.

(ii) Death On or After Date Distributions Begin.

(A)	Designated Beneficiary. If the Participant dies on or after the date distributions begin and has a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s vested Account balance by the longer of the Participant’s remaining life expectancy or the designated Beneficiary’s remaining life expectancy (except as otherwise elected under paragraph (C) below), in accordance with Treasury Regulations § 1.401(a)(9)-5.
(B)	No Designated Beneficiary. If the Participant dies on or after the date distributions begin and has no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s vested Account balance by the Participant’s remaining life expectancy calculated using the Participant’s age in the year of death, reduced by one for each subsequent year.
(C)	Provision to Allow Participants and Beneficiaries to Elect Five-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the five-year rule or the life expectancy rule in this subsection applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under this subsection, or by September 30 of the calendar year that contains the fifth anniversary of the Participant’s (or, if applicable, the surviving

26

Spouse’s) death. If neither the Participant nor the Beneficiary makes an election under this paragraph, distributions will be made in accordance with paragraphs 9.7(b)(ii)(A) and (B).

(c) Definitions. For purposes of this Section 9.7, the following definitions apply:

(i)	“Distribution calendar year” means a calendar year for which a minimum distribution is required, as defined in Treasury Regulations § 1.401(a)(9)-5, Q&A-1(b).
(ii)	“Life expectancy” will be computed by use of the Single Life Table in Treasury Regulations § 1.401(a)(9)-9.
(iii)	“Participant’s vested Account balance” means a Participant’s Account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (“Valuation Calendar Year”), adjusted for allocated contributions, forfeitures, and distributions made in the Valuation Calendar Year after the valuation date. The Account balance also includes any amounts rolled over or transferred to the Plan during the Valuation Calendar Year or the distribution calendar year if such amounts are distributed or transferred in the Valuation Calendar Year.

ARTICLE X.

ADMINISTRATION

     10.1. Allocation of Responsibility Among Fiduciaries. The Fiduciaries shall have only those specific powers, duties, responsibilities and obligations as are specifically given them under this Plan. Nuveen or its delegate shall have: the responsibility to designate Profit-Sharing Contributions under Article IV; the authority to appoint and remove the Trustee and Committee or to terminate, in whole or in part, the Plan and the Trust; and the authority to amend the Plan and the Trust; provided, however, that the Committee also has authority to amend the Plan, to the extent provided in Section 10.3(m). The Committee shall have such other responsibility for the administration of this Plan as is specifically described in the Plan and shall be the “administrator” under Section 3(16)(A) of ERISA and the “plan administrator” under Code Section 414(g). The Trustee shall have sole responsibility for the administration of the Trust and the management of the assets under the Trust except to the extent that the Trustee is subject to the direction of the Committee or Participants, as specifically provided in the Plan and Trust. Each Fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan and the Trust, as the case may be, authorizing or providing for such direction, information or action. It is intended under the Plan and the Trust that each Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan and the Trust and shall not be responsible for any other Fiduciary’s act or failure to act.

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     10.2. Committee. The Committee shall consist of at least three and not more than ten members appointed by Nuveen or its delegate. A member of the Committee may resign by written notice to, or may be removed by, Nuveen or its delegate, which shall appoint a successor to fill any vacancy. While there is a vacancy in the membership of the Committee, the remaining members of the Committee shall have the same powers as the full membership until the vacancy has been filled. The Secretary of Nuveen shall advise the Trustee in writing of the members of the Committee and of any changes that may occur in the membership.

     10.3. Duties and Powers of Committee. The Committee shall have such duties and powers as may be necessary to discharge its responsibilities hereunder, including, but not by way of limitation, the following:

(a)	to administer the Plan, including exclusive discretionary authority to construe and interpret the Plan, decide all questions of eligibility, and the amount, manner and time of payment of any benefits hereunder;
(b)	to prescribe procedures and forms to be used by Participants or Beneficiaries in connection with Elective Deferral Contributions, investment of Accounts, loans, designation of Beneficiaries, applications for benefits and all other matters under the Plan;
(c)	to prepare and distribute, in such manner as the Committee determines to be appropriate, information explaining the Plan and Trust;
(d)	to receive from the Employer and from Participants such information as shall be necessary for the proper administration of the Plan and Trust;
(e)	to furnish the Employer, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;
(f)	to receive, review and keep on file (as is deemed convenient or proper) reports of the financial condition, receipts and disbursements, assets, and Participant accounts of the Trust Fund;
(g)	to exercise such authority and responsibility as is deemed appropriate in order to comply with the reporting, disclosure and registration requirements of the Employee Retirement Income Security Act of l974 (“ERISA”) and the regulations issued thereunder;
(h)	to appoint or employ individuals to assist in the administration of the Plan and Trust and any other agents deemed advisable, including legal counsel, and such clerical, medical, accounting, auditing, actuarial and other service providers as may be necessary or advisable in carrying out the provisions of the Plan;

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(i)	to retain any funds or property subject to any dispute without liability for interest, and to decline to make payment or delivery of any such funds or property until final adjudication or an appropriate release is obtained;
(j)	to compromise, contest, arbitrate or abandon claims or demands that involve the Plan;
(k)	with respect to the Nuveen Stock Pooled Account, to ensure that the account manager solicits voting instructions from Participants whose Accounts are invested in the Nuveen Stock Pooled Account on matters for which proxies are issued and votes the underlying shares in accordance with such Participant instructions, including withholding votes on shares for which no Participant instructions are submitted;
(l)	to provide the Trustee with a list of the Participants for such Plan Year, together with a statement of the calculation, made in accordance with the provisions of the Plan hereof, of the portion of such contribution and Remainders to be credited to each Participant’s Account on the books of the Trustee;
(m)	to amend the Plan and Trust in whole or in part, provided that no amendment adopted by the Committee may have the effect of:

(i)	altering the eligibility requirements to become a Participant, or the date an Employee becomes a Participant;
(ii)	changing the amount of Nuveen’s Profit-Sharing Contribution or the rate of Employer Matching Contributions;
(iii)	changing the vesting schedule in Section 8.1;
(iv)	altering the Committee’s duties and powers under Article X; or
(v)	modifying Section 13.4 or 13.6;

provided, however, that an amendment adopted by the Committee may have an effect described in (i) — (v) above, but only to the extent that:

(i)	it is made at the direction of Nuveen;
(ii)	it is of a technical nature and its effect is, in the Committee’s judgment, de minimis; or
(iii)	the Committee has been advised in writing by legal counsel that the amendment is necessary to retain the Plan’s tax-qualified status or to satisfy some other substantive legal requirement;

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(n)	to designate Investment Options as described in Section 11.2 and, acting as a named fiduciary, to enter into such investment management or other agreements on behalf of the Plan as are necessary to effect such Investment Options; and
(o)	to take actions, including giving directions to service providers, which the Committee determines are reasonable, necessary and consistent with applicable law, in order to correct any errors, omissions, defects, or inconsistencies in the operation or administration of the Plan; and
(p)	to perform any and all other acts which the Committee deems necessary or appropriate to carry out its specific responsibilities under the Plan.

A member of the Committee shall not participate in any action on any matters involving solely his or her own rights or benefits as a Participant under the Plan and any such matters shall be determined by the other Committee members.

     10.4. Administration of Trust Fund.

(a)

Subject to the designation of investments by Participants under Section 11.2, the Committee shall direct the Trustee concerning investment of the Trust Fund and all payments that shall be made out of the Trust Fund pursuant to the provisions of the Plan. Any direction to the Trustee shall be in writing and signed by a majority of the Committee or by a member so authorized by a majority of the members.

(b)

To the extent that Participants exercise discretion over the investment of their Accounts under Section 11.2, no Fiduciary shall be liable for any loss, or shall be liable because fiduciary breach, which results from such an exercise of discretion by the Participant.

     10.5. Procedures of Committee. The Committee may act at a meeting or by writing without a meeting, by the vote or assent of a majority of its members, and may adopt such bylaws and regulations as are deemed desirable for the conduct of its affairs and the administration of the Plan. Except as otherwise provided in ERISA, a dissenting member who, within a reasonable time after he or she has knowledge of any action or failure to act by the majority, registers his or her dissent in writing delivered to the other members, shall not be responsible for any such action or failure to act.

     10.6. Allocation and Delegation of Administrative Responsibilities. The Committee may, upon approval of a majority of the Committee, allocate among the members of the Committee any of the administrative responsibilities under the Plan or designate any other person, firm or corporation to carry out any of the administrative responsibilities of the Committee under the Plan. Any such allocation or designation shall be made pursuant to a written instrument executed by a majority of the Committee.

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     10.7. Indemnification of Committee. Members of the Committee shall be indemnified by Nuveen for all liability, joint or several, arising out of their acts and omissions and the acts and omissions of their agents and co-fiduciaries in the administration and operation of the Plan, and shall also be indemnified by Nuveen against all costs and expenses reasonably incurred by them in connection with the defense of any action, suit, or proceeding in which they may be made defendants by reason of their being or having been Committee members, whether or not then serving as such, including the cost of reasonable settlements (other than amounts paid to an Employer) made to avoid costs of litigation and payment of any judgment or decree entered in such action, suit or proceeding. Nuveen shall not, however, indemnify Committee members with respect to any act finally adjudicated to have been caused by willful misconduct. The right of indemnification shall not be exclusive of any other right to which a Committee member may be legally entitled and it shall inure to the benefit of the legal representatives of the Committee.

     10.8. Compensation and Expenses. All taxes and all reasonable costs, charges, and expenses incurred in the administration of the Plan, including compensation to the Trustee, as agreed between Nuveen and the Trustee and compensation to the agents, attorneys, accountants and other persons employed by the Trustee or the Committee, shall be paid by the Employer. Members of the Committee shall not receive compensation for their services, but the Employer shall reimburse them for any necessary expenses incurred in the discharge of their duties.

     10.9. Records. The Committee shall keep a record of all of its meetings and shall keep such books of account, records and other data as may be necessary or desirable in its judgment for the administration of the Plan.

     10.10. Review of Claims; Appeals; Special Rules for Permanent Disability Determinations.

     If any person (an “applicant”) makes a claim for benefits under the Plan, and the claim is wholly or partially denied, the following procedures will apply:

(a) The Committee will give the applicant written notice of the denial within a reasonable time, but not later than 90 days after receipt of the claim by the Plan. If the Committee determines that special circumstances require additional time for consideration of the claim, the 90-day period in the previous sentence may be extended, provided the Committee gives the applicant written notice of such extension prior to the end of the initial 90-day period, but in no event will the extension exceed a period of 90 days from the end of the initial 90-day period. The notice of denial will be written in a manner calculated to be understood by the average plan Participant and will include the specific reasons for the denial and specific references to any facts or any provisions of the Plan on which the denial is based. If the claim was denied because specific material or information was not provided to the Committee, the notice will include a description of the additional material or information which the applicant must provide in connection with the claim, along with an explanation of why such material or information is necessary. The notice will contain a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to and copies of all

31

	documents, records, and other information relevant to his or her claim for benefits, and will also include an explanation of the Plan’s claims appeal procedure and the time limits applicable to such procedure, including a statement of the applicant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination.
(b)	If the applicant’s claim involves a determination of Permanent Disability, then the procedures in paragraph (a) will be modified as described in this paragraph. The initial 90-day period for response to the claim will be a 45-day period. That 45-day period may be extended by the Committee for up to 30 days, provided that the Committee both determines that such an extension is necessary due to matters beyond its control and notifies the applicant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to make a decision. If, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond its control, a decision cannot be made within that extension period, the period for making the determination may be extended for up to 30 more days, provided that the Committee notifies the applicant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Committee expects to make a decision. In the case of any extension, the notice of extension will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the applicant will be afforded at least 45 days within which to provide the specified information.
(c)	An applicant who wishes to use the Plan’s claim appeal procedure must, within 60 days after receiving the Committee’s notice of denial, notify the Committee that he or she wishes to appeal the claim denial. In connection with such an appeal, the applicant may submit written comments, documents, records, and other information relating to his or her claim, and will be entitled, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim.
(d)	The Committee will review the record of the appeal of the claim denial, taking into account all comments, documents, records, and other information submitted by the applicant, regardless of whether it was submitted or considered in connection with the initial determination regarding the claim. The Committee’s review may include the holding of a hearing, if deemed necessary by the Committee. The Committee will prepare a record of its decision.
(e)	The Committee will give the applicant notice of the decision on the appeal within 60 days after receipt of the applicant’s notice of appeal. If the Committee determines that special circumstances require additional time for consideration of the claim, the 60-day period in the previous sentence may be extended, provided the Committee gives the applicant written notice of such extension prior to the

32

	end of the initial 60-day period (and this notice must indicate the special circumstances requiring an extension and the date by which the Committee expects to make its decision on appeal), but in no event will the extension exceed a period of 60 days after the end of the initial 60-day period.
(f)	If the applicant’s claim involves a determination of Permanent Disability, then the procedures in paragraphs (c), (d) and (e) above will be modified as described in this paragraph. The 60-day period to make an appeal in paragraph (c) is extended to 180 days. Any 60-day period (initial or extended) described in paragraph (e) will be a 45-day period. In addition, the appeal procedure must, to the extent relevant, comply with paragraphs (h)(3)(ii) through (v) of Department of Labor Regulations § 2560.503-1.
(g)	The Committee may adopt rules, forms and procedures for implementing this section which are consistent with Department of Labor Regulations § 2560.503-1.

ARTICLE XI.

THE TRUST FUND AND ITS ADMINISTRATION

     11.1. The Trust Fund. The Trust Fund shall be held by the Trustee and invested and distributed by it pursuant to Section 10.4(a) and this Article XI. In no event shall any part of the Trust Fund be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries, provided that, upon Nuveen’s request, a contribution that was made by a mistake of fact or conditioned upon the initial qualification of the Plan or upon the deductibility of the contribution under Code Section 404 shall be returned to an Employer within one year after the payment of the contribution, the denial of the qualification, or the disallowance of the deduction (to the extent disallowed), whichever is applicable.

     11.2. Designation of Investments by Participants.

(a)

The Committee shall periodically establish rules and regulations for each Participant to direct the investment of his or her Accounts among the “Investment Options” specified by the Committee or Nuveen and identified in the Plan enrollment materials and described on the Plan’s web site, if any. The Investment Options may include common or collective trust funds. Such direction shall be given by each Participant for the investment of the then-current contribution or for any changes in the Participant’s investment of his or her Accounts at such time or times as the Committee may authorize. Earnings on any investment shall be automatically reinvested by the Trustee in the same securities and in the same proportions as the Participant’s Elective Deferral Contributions are invested, except as otherwise provided in the Trust. The Committee will designate a default fund for contributions for which no Participant direction has been given.

(b)

This Plan is intended to be administered in accordance with ERISA Section 404(c) and the regulations thereunder, and it is intended that neither the Trustee, the Committee nor an Employer shall be responsible for any loss that

33

relates to amounts invested at the direction of a Participant, to the extent provided in ERISA Section 404(c).

     11.3. Trustee. The Trustee shall be an entity appointed by Nuveen to hold the assets of the Trust, or such entity’s successor. A Trustee may be a bank or trust company in any state of the United States of America authorized to administer qualified trusts. The Trustee will act pursuant to the terms of its Trust Agreement with Nuveen and the terms of the Plan.

ARTICLE XII.

MISCELLANEOUS

     12.1. Information to be Furnished by the Employer. The Employers shall furnish the Committee and the Trustee such data and information as may be required to administer and carry out the provisions of the Plan and Trust. The records of the Employers as to a Participant will be conclusive and binding on all persons unless determined to the Committee’s satisfaction to be incorrect.

     12.2. Information to be Furnished by Participants. Participants and their Beneficiaries must furnish to the Committee and the Trustee such evidence, data or information as the Committee considers desirable to carry out the Plan.

     12.3. Interests Not Transferable. Except as to any debt owing to the Trustee because of loans made pursuant to the Plan, and except as to the payment of benefits in accordance with the applicable requirements of any qualified domestic relations order as described in Section 12.13, the interests of Participants and their Beneficiaries under the Plan are not subject to the claims of their creditors and cannot be transferred or encumbered.

     12.4. Facility of Payment. When, in the Committee’s determination, a Participant or Beneficiary is under a legal disability or is incapacitated in any way so as to be unable to manage his or her financial affairs, the Committee may direct the Trustee to make payments due the Participant or Beneficiary to his or her legal representative, or to a relative or friend of the Participant or Beneficiary for his or her benefit, or may direct the Trustee to apply the payment for the benefit of the Participant or Beneficiary in any way in which the Committee considers advisable.

     12.5. Absence of Guaranty. The Committee, the Trustee and the Employers do not in any way guarantee the Trust Fund from loss or depreciation. No Employer guarantees any payment to any person under the Plan.

     12.6. Employment Rights. The Plan does not constitute a contract of employment, and participation in the Plan will not give any Employee the right to be retained in the employ of an Employer or limit the right of an Employer to discharge any Employee with or without cause.

     12.7. Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

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     12.8. Waiver of Notice. Any notice required under the Plan may be waived by the person entitled to such notice.

     12.9. Gender and Number. All personal pronouns hereunder will include either gender, the singular will include the plural, and the plural will include the singular, unless the context clearly indicates otherwise.

     12.10. Action by Nuveen. Any action taken by Nuveen shall be by a person duly authorized by Nuveen.

     12.11. Courts. In case of any court proceedings involving the Trustee, the Committee, an Employer or the Trust Fund, only the Trustee, the Committee and Nuveen shall be necessary parties to the proceedings, and no other person shall be entitled to notice of process. A final judgment entered in any such proceedings shall be conclusive.

     12.12. Successors, etc. The Plan shall be binding on all persons entitled to benefits under the Plan and their respective heirs and legal representatives, on the Employers and their successor and assigns, and on the Trustee and the Committee and their respective successors.

     12.13. Qualified Domestic Relations Orders. Notwithstanding any provision in the Plan to the contrary, the Committee shall adopt rules and procedures under the Plan to comply with the terms of any applicable “qualified domestic relations order” (as defined by Code Section 414(p) and ERISA Section 206(d)(3)) (a “QDRO”). The Accounts of any Participant subject to a QDRO shall be adjusted to reflect any benefit assignment(s) or payment(s) made pursuant to such QDRO. If a QDRO so provides, payment of benefits assigned to an alternate payee may be made in a lump sum as soon as practicable after the date the Committee determines that the domestic relations order satisfies the QDRO requirements, even if the Participant is not then eligible for a distribution and has not then attained earliest retirement age (as defined by Code Section 414(p) and ERISA Section 206(d)(3)).

ARTICLE XIII.

ADOPTION, AMENDMENT OR TERMINATION

     13.1. Adoption. A Related Business authorized by Nuveen to adopt the Plan may do so by appropriate action which:

(a)	Directs that the Related Business becomes a party to the Trust Agreement;
(b)	Specifies the date upon which the Plan becomes effective with respect to the Employees of the Related Business; and
(c)	Prescribes the period, if any, during which an Employee’s employment with the Related Business prior to the adoption of the Plan by the Related Business shall be deemed Service for purposes of the Plan.

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     13.2. Amendment. While Nuveen expects to continue the Plan, it must necessarily and does reserve the right to amend, modify or terminate the Plan at any time, as provided for in Section 10.1, and the right to amend the Plan at any time by action of the Committee, as permitted under Section 10.3(m), except as follows:

(a)	The duties and liabilities of the Trustee and the Committee under the Plan cannot be changed substantially without their consent.
(b)	No amendment shall serve to divest any Participant or his or her Beneficiaries of any portion of his or her Account or Accounts which has become vested in him, her, or them, or revert to an Employer any interest in the assets of the Trust Fund or any part thereof.
(c)	No amendment shall serve to eliminate an optional form of payment as to any Account or Accounts that has become vested in any Participant prior to adoption of such amendment, except for the elimination of an optional form of payment as permitted by the Code and regulations promulgated thereunder.

     13.3. Termination. The Plan will terminate with respect to an Employer on the first to occur of the following:

(a)	As to Participants employed by an Employer, the date the Plan is terminated by the Employer if 30 days’ advance written notice of the termination is given to the Committee and the Trustee;
(b)	The date that the Employer is judicially declared bankrupt or insolvent;
(c)	The date that the Employer advises the Committee in writing that it will no longer make any contributions under the Plan, except that in such event the Committee may elect to have the Trust continue in effect for the benefit of the Participants employed by the Employer, in which event all powers vested in the Employer under the Trust Agreement with respect to such Participants and their Beneficiaries shall vest in the Committee; or
(d)	The dissolution, merger, consolidation or reorganization of the Employer, or the sale by the Employer of all or substantially all of its assets, except that in any such event arrangements may be made whereby the Plan will be continued by any successor to the Employer or any purchaser of all or substantially all of the Employer’s assets, in which case the successor or purchaser will be substituted for the Employer under the Plan.

     13.4. Vesting and Distribution on Termination. If the Plan is terminated or partially terminated as of any date other than December 3l, all adjustments required as of any December 3l shall be made as of the date of termination. On termination or partial termination of the Plan, each affected Participant’s or Beneficiary’s Account balance or balances (after all adjustments

36

then required) shall be fully vested and nonforfeitable and distributed to him or her by one or more of the methods specified in Section 9.1 of the Plan, as the Committee determines.

     13.5. Notice of Termination. Participants and their Beneficiaries will be notified of a termination of the Plan within a reasonable time.

     13.6. Merger or Consolidation of Plan. In the event of a merger or consolidation with, or transfer of Plan assets or liabilities to, any other plan, each Participant in the Plan will be entitled to receive (if the Plan then terminated) a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately prior to the merger, consolidation or transfer (if the Plan had then terminated).

     13.7. Employees of Acquired Businesses.

(a)

Applicability. From time to time, as a result of mergers, acquisitions or other corporate transactions, persons will become Employees, as defined in Section 2.13 of the Plan, because the entities that employ them become Employers, as defined in Section 2.14 of the Plan, as a result of such transactions. In general, the provisions of the Plan shall be applied to each such Employee as if he or she first became an Employee on the first date that the entity that employs him or her meets the definition of Employer. However, the Committee may, pursuant to this Section 13.7, provide special rules for the application of the provisions of the Plan to certain persons or groups who become Employees as a result of mergers, acquisitions or other corporate transactions.

(b)

Schedules. With respect to any group of Employees who become Employees as a result of a merger, acquisition or other corporate transaction, the Committee may adopt a Schedule that sets forth any special rules with respect to Compensation, eligibility to become a Participant, years of Service, Accounts or other items which shall be applied to such Employees. Each such Schedule is to be interpreted as a part of the Plan and, to the extent there is any conflict between a Schedule and another provision of the Plan, the Schedule shall control. No Schedule shall, however, be given effect to the extent that it would result in discrimination in contributions or benefits under the Plan in favor of any Highly Compensated Employee in a manner that is impermissible under the Code.

ARTICLE XIV.

NOTICE

     When herein provided for, notice to be given to an Employer shall be delivered to the President, Executive Vice President, or Secretary of Nuveen personally at the Nuveen office in Chicago, Illinois, or shall be sent by registered mail addressed to the President of Nuveen. Notice when herein provided to be given to an Employee or Beneficiary shall be given either by delivering such notice personally to the Employee or Beneficiary or by sending a notice by

37

registered mail addressed to him or her at his or her address shown on the records of his or her Employer. Notice given to the heirs, devisees, executors, administrators and personal representatives of an Employee or Beneficiary shall be given by addressing a notice to the representatives of the Employee or Beneficiary and mailing the same by registered mail to his or her address shown on the records of his or her Employer. Any such notice given pursuant hereto shall be binding upon the Employer, the Committee, the Trustee, and the Employee or Beneficiary and his or her heirs, devisees, and personal representatives.

ARTICLE XV.

TOP-HEAVY PROVISIONS

     15.1. Requirements in Plan Years in which Plan is Top-Heavy. The Committee shall determine annually whether the Plan is Top-Heavy as of the Determination Date for any Plan Year. Notwithstanding anything herein to the contrary, if the Plan is Top-Heavy as determined pursuant to Code Section 4l6 for a Plan Year, then the Plan shall meet the following requirements for any such Plan Year:

(a) Minimum Vesting Requirements. If the vesting schedule in this Section 15.1(a) is more favorable than the vesting schedule in Section 8.1, then a Participant’s vested interest in his or her Account shall be determined in accordance with the following schedule and not in accordance with Section 8.l:

Years of Service	Vested Percentage
fewer than 2 years		0	%
2 years but fewer than 3		20	%
3 years but fewer than 4		40	%
4 years but fewer than 5		60	%
5 years but fewer than 6		80	%
6 years or more		l00	%

In the event that the Top-Heavy Plan ceases thereafter to be Top-Heavy, each Participant’s vested interest shall again be determined under Section 8.1, provided that a Participant’s vested interest shall not be reduced thereby. To the extent required by Code Section 411(a)(l0) or the Final Regulations of the Department of the Treasury under Code Section 416, if the determination of a Participant’s vested interest is changed from the use of Section 8.1 to the use of Section 15.1, or vice versa, each Participant with at least two years of Service may elect to continue to have his or her vested interest computed under the formerly-applied vesting schedule. Such a Participant shall make the foregoing election no later than the last to occur of the following:

(i) The date which is 60 days after the date on which the change in vesting schedules is adopted;

38

(ii)	The date which is 60 days after the date on which the change in vesting schedules is effective; or
(iii)	The date which is 60 days after the date on which the Participant receives written notice of the change in vesting schedules.

(b) Minimum Contribution Requirements. It is intended that the Employer will meet the minimum contribution requirements of Code Section 416(c) by providing a minimum contribution (including Remainders allocable under Section 7.2) for such Plan Year for each Participant who is a Non-Key Employee, in accordance with whichever of the following paragraphs is applicable:

(i)	If the Employer does not maintain a tax-qualified defined benefit pension plan, or if the Employer maintains such a pension plan in which no Participant can participate, the minimum contribution per Participant shall be 3% of the Participant’s 415 Compensation for that Plan Year;
(ii)	If the Employer maintains a tax-qualified defined benefit pension plan in which one or more Participants may participate, and that pension plan is not Top-Heavy, the minimum contribution per Participant shall be 3% of a Participant’s 415 Compensation for that Plan Year; and
(iii)	If the Employer maintains a tax-qualified defined benefit pension plan in which one or more Participants may participate, and that pension plan is Top-Heavy, the minimum contribution per Participant shall be 5% of the Participant’s 415 Compensation for that Plan Year.

The minimum contribution under this subsection shall be allocated to Participants’ Accounts as provided in Section 4.3. Notwithstanding anything in this subsection to the contrary, the applicable minimum contribution required under this subsection shall in no event exceed, in terms of a percentage of compensation, the contribution made for the Key Employee for whom such percentage is highest for the Plan Year after taking into account contributions or benefits under other tax-qualified plans in the Plan’s Required Aggregation Group as provided pursuant to Code Section 416(c)(2)(B)(ii). Furthermore, no minimum contribution will be required under this subsection (or the minimum contribution shall be reduced, as the case may be) for a Participant for any Plan Year if the Employer maintains another tax-qualified defined benefit or defined contribution plan under which a minimum benefit or contribution is being accrued or made for such Plan Year in whole or in part for the Participant in accordance with the foregoing paragraphs (ii) and (iii).

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Executed this 28^th day of December, 2006.

ATTEST:	NUVEEN INVESTMENTS, LLC
/s/ Stuart J. Cohen	By	/s/ Larry W. Martin
Assistant Secretary		Larry W. Martin
		Vice President

40

EX-10.5

EXHIBIT 10.5

NUVEEN INVESTMENTS, LLC EMPLOYEES’ RETIREMENT PLAN

(As amended and restated effective January 1, 2007)

ARTICLE I. THE PLAN			1
	Section 1.1.	Name	1
	Section 1.2.	Purpose	1
ARTICLE II. DEFINITIONS			1
	Section 2.1.	“Actuarial or Actuarially Equivalent”	1
	Section 2.2.	“Affiliated Company”	2
	Section 2.3.	“Average Monthly Compensation”	2
	Section 2.4.	“Basic Pension”	2
	Section 2.5.	“Beneficiary”	2
	Section 2.6.	“Code”	2
	Section 2.7.	“Committee” or “Retirement Plan Committee”	2
	Section 2.8.	“Company”	3
	Section 2.9.	“Compensation”	3
	Section 2.10.	“Disabled”	4
	Section 2.11.	“Effective Date”	4
	Section 2.12.	“Employee”	4
	Section 2.13.	“Employer”	5
	Section 2.14.	“ERISA”	6
	Section 2.15.	“Highly-Compensated Employee”	6
	Section 2.16.	“Participant”	6
	Section 2.17.	“Plan Year”	6
	Section 2.18.	“Primary Social Security Benefit”	6
	Section 2.19.	“Retired Participant”	7
	Section 2.20.	“Retirement Age”	7
	Section 2.21.	“Retirement Benefit”	8
	Section 2.22.	“Retirement Date”	8
	Section 2.23.	Service definitions	10
	Section 2.24.	“Social Security Retirement Age”	19
	Section 2.25.	“Spouse”	19
	Section 2.26.	“Surviving Spouse"	19
	Section 2.27.	Top-Heavy Plan Definitions	20
	Section 2.28.	“Trust Fund”	22
	Section 2.29.	“Trust”	22
	Section 2.30.	“Trustee”	22
	Section 2.31.	Gender and Number	22
ARTICLE III. ELIGIBILITY AND PARTICIPATION			23
	Section 3.1.	Date of Participation	23
	Section 3.2.	Duration	24
	Section 3.3.	Freezing of Participation and Benefit Accrual Effective as of March 24, 2003	24
ARTICLE IV. BENEFITS			25
	Section 4.1.	Normal Retirement Benefits	25
	Section 4.2.	Early Retirement Benefits	28

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	Section 4.3.	Postponed Retirement Benefits	30
	Section 4.4.	Disability Retirement Benefits	31
	Section 4.5.	Deferred Vested Retirement Benefits	32
	Section 4.6.	Full Career Retirement Benefits	34
	Section 4.7.	Automatic Postretirement (Joint and Survivor) Surviving Spouse Benefits	35
	Section 4.8.	Maximum Annual Benefits	40
	Section 4.9.	Optional Forms of Settlement	44
	Section 4.10.	Rules Regarding Options	47
	Section 4.11.	Vested Benefits	48
	Section 4.12.	Suspension of Benefit Rules	50
	Section 4.13.	Designation of Beneficiary	50
	Section 4.14.	Direct Rollovers	52
ARTICLE V. DEATH BENEFITS			53
	Section 5.1.	Death Benefit	53
	Section 5.2.	Death of a Married, Vested Participant Prior to Commencement of Benefits	53
	Section 5.3.	Death After Retirement	56
ARTICLE VI. NONALIENATION OF BENEFITS			56
ARTICLE VII. ADMINISTRATION			56
	Section 7.1.	Plan Administrator and Fiduciary	56
	Section 7.2.	Compensation and Expenses	57
	Section 7.3.	Manner of Action	57
	Section 7.4.	Chairman, Secretary and Employment of Specialists	57
	Section 7.5.	Records	58
	Section 7.6.	Rules	58
	Section 7.7.	Administration	58
	Section 7.8.	Claims Review; Appeals	60
	Section 7.9.	Notice of Address	64
	Section 7.10.	Data	64
	Section 7.11.	Individual Liability	64
	Section 7.12.	Facility of Payment	65
	Section 7.13.	No Enlargement of Employee Rights	65
ARTICLE VIII. FINANCING			66
	Section 8.1.	Funding	66
	Section 8.2.	Company Contributions	66
	Section 8.3.	Nonreversion	67
ARTICLE IX. AMENDMENT AND TERMINATION			67
	Section 9.1.	Amendment and Termination	67
	Section 9.2.	Distribution on Termination	68

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	Section 9.3.	Effect of Bankruptcy or Other Contingencies Affecting the Company	72
	Section 9.4.	Merger or Consolidation of Plan	73
	Section 9.5.	Employees of Acquired Businesses	73
ARTICLE X. TEMPORARY RESTRICTIONS ON BENEFITS			74
ARTICLE XI. APPLICABLE LAW			74
ARTICLE XII. ADOPTION AND WITHDRAWAL OF AFFILIATED COMPANY			75
	Section 12.1.	Adoption	75
	Section 12.2.	Withdrawal	75
ARTICLE XIII. TOP-HEAVY PLAN PROVISIONS			76
	Section 13.1.	Minimum Vesting Requirements	76
	Section 13.2.	Minimum Benefit	76
APPENDIX A			80

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NUVEEN INVESTMENTS, LLC EMPLOYEES’ RETIREMENT PLAN
(As amended and restated effective January 1, 2007)

     In accordance with the terms and provisions hereinafter set forth, the Nuveen Investments, LLC Employees’ Retirement Plan is hereby amended and restated effective January l, 2007, except as other effective dates for specific provisions are provided herein.

ARTICLE I. The Plan

Section 1.1. Name. Effective December 31, 2002, the name of the Plan set forth in this instrument became the Nuveen Investments, LLC Employees’ Retirement Plan. On and after January 1, 2001 but before December 31, 2002, the name of the Plan was the Nuveen Investments Employees’ Retirement Plan. Before January 1, 2001, the name of the Plan was the John Nuveen & Co. Incorporated Employees’ Retirement Plan.

Section 1.2. Purpose. The purpose of this amended and restated Plan is to provide retirement benefits for eligible employees of Nuveen Investments, LLC and those Affiliated Companies whose employees are designated as eligible to become Participants.

ARTICLE II. Definitions

          The following words and phrases shall have the meanings stated below unless a different meaning is specified or clearly required by the context:

Section 2.1. “Actuarial Equivalent” means, with respect to a value or benefit, equality in value of the aggregate amounts expected to be received under all different available forms of payment, based on the applicable actuarial assumptions set forth in Appendix A hereto.

Section 2.2. “Affiliated Company” means any entity which, along with the Company, is a member of a controlled group of corporations, a group of trades or businesses

under common control or an affiliated service group, as described, respectively, in Sections 414(b), (c) and (m) of the Code or any other entity which is required to be aggregated with the Company under Section 414(o) of the Code.

Section 2.3. “Average Monthly Compensation” means the greater of:

(a)

one-twelfth of a Participant’s average annualized Compensation during the five (5) consecutive calendar years of highest annual Compensation in the ten (10) consecutive calendar years prior to the earliest of (i) his Normal Retirement Date, (ii) his actual Retirement Date, (iii) the date on which his Continuous Service is terminated because of a Break In Service, (iv) April 1, 2014; or (v) termination of the Plan; or

(b)

the average monthly Compensation during the sixty (60) calendar months ending immediately prior to the earliest of (i), (ii), (iii), (iv), or (v) in (a) above.

Section 2.4. “Basic Pension” means the monthly benefit payable under the provisions of Section 4.l hereof.

Section 2.5. “Beneficiary” means a person, trust or estate determined under the rules of Section 4.13 who has a right to receive payments under this Plan because of the death of a Participant.

Section 2.6. “Code” means the Internal Revenue Code of 1986, as amended.

Section 2.7. “Committee” or “Retirement Plan Committee” means the committee described in Article VII hereof and that is charged with the general administration of the Plan.

Section 2.8. “Company” means Nuveen Investments, LLC, its predecessors and its successors.

Section 2.9. “Compensation” means:

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(a)

The total remuneration, exclusive of bonuses and commissions (whether paid annually or quarterly) and of overtime, payable to an Employee for personal services rendered to an Employer during his employment which is subject to withholding for federal income tax purposes. Compensation shall also include any amount that is contributed by the Employer under a salary reduction agreement and that is not includible in the gross income of the Participant under a “cafeteria plan” maintained under Section 125 of the Code, and any elective reductions in remuneration for qualified transportation benefits within the meaning of Section 132(f) of the Code. The fact that another Affiliated Company provides payroll services for an Employer through a “common paymaster” or similar relationship shall not cause any amounts described in this paragraph to fail to be treated as Compensation, if they would otherwise be Compensation. Notwithstanding the foregoing, if a Participant is transferred, or has reporting responsibility, to an Affiliated Company which is not an Employer, his remuneration from the Affiliated Company shall be treated as “Compensation” for purposes of Benefit calculations under Article IV.

(b)

Effective January 1, 2007, not more than $225,000 of Compensation will be taken into account for any Participant in any Plan Year, with this limit to be adjusted for each Plan Year under Section 401(a)(17) of the Code. Also effective January 1, 2002, for purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, Compensation for any prior Plan Year up to $200,000, may be taken into account.

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(c) For purposes of Section 2.27 and Article XIII of this Plan, and in accordance with Code Section 416(i)(1)(D), Compensation of a Key Employee means compensation determined under Code Section 415(c)(3).

Section 2.10. “Disabled” means an inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which has existed for six (6) continuous months and which can be expected to result in death or to be of long-continued and indefinite duration. Every question with respect to the existence, commencement or cessation of a total and permanent Disability shall be determined by the Committee after consulting with a physician of its choosing, and its decision shall be conclusive and binding on all persons. The condition of being Disabled may be referred to herein as a “Disability.”

Section 2.11. “Effective Date” means, with respect to this amendment and restatement, January 1, 2007. The original effective date of the Plan was October l, 1969.

Section 2.12. “Employee” means a person employed by an Employer, as determined under general common law principles, who receives Compensation, whether on a salaried or hourly basis, for personal services rendered to an Employer, and who is on the payroll of the Employer. The fact that another Affiliated Company provides payroll services for an Employer through a “common paymaster” or similar relationship shall not cause a person to fail to be treated as an Employee of the Employer for which he performs services. However, the term “Employee” does not include, with respect to any Employer, (i) any “Leased Employee” as defined in Section 2.23(g); or (ii) any person who is classified by his Employer as an “intern” or who is classified by his Employer as an “off-shift hourly”

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employee. The Committee, pursuant to its authority under Section 7.7, shall make all determinations of whether a person is an Employee. A person who is classified as an independent contractor by the Employer for which he performs services shall not be treated as an Employee for purposes of the Plan during such period of classification, even if such person is subsequently treated as an employee of an Employer for other purposes, and even if a court or administrative agency determines that such person is a common law employee and not an independent contractor for all or any portion of the period during which such person was excluded from participation in the Plan.

For purposes of Sections 3.1 and 3.3, an Employee (other than a Participant described in the following sentence) will not become eligible to become a Participant if he becomes employed by an Employer as a result of a transfer of employment or reporting responsibility from an Affiliated Company that is not an Employer. Also, for purposes of Sections 3.1 and 3.3, a Participant who is transferred, or who has reporting responsibility, to an Affiliated Company that is not an Employer will continue to be a Participant, and will continue to earn Credited Service, during such period of employment or reporting responsibility with such Affiliated Company.

Section 2.13. “Employer” means, as the context requires, either jointly or severally, the Company and each of its Affiliated Companies whose employees have been designated by the Company, or in a Schedule pursuant to Section 9.5, as eligible to participate in this Plan.

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Section 2.14. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Section 2.15. “Highly-Compensated Employee” means any Employee who:

(a)	was a five-percent (5%) owner, as defined in Code Section 414(q)(2), during the current or prior Plan Year; or
(b)	for the preceding Plan Year:

(i)	had compensation (as defined in Code Section 415(c)(3)) from the Employer of more than $100,000 (for the look-back year 2007) (as adjusted under Code Section 414(q)); and
(ii)	was in the top-paid group of Employees for the preceding Plan Year.

An Employee is in the top-paid group of Employees for any year if such Employee is in the group consisting of the top 20% of Employees (ranked by compensation (as defined in Code Section 415(c)(3)).

Section 2.16. “Participant” means an Employee meeting the eligibility requirements of Article III hereof.

Section 2.17. “Plan Year” means the calendar year (or the portion of the calendar year during which the Plan is in effect).

Section 2.18. “Primary Social Security Benefit” means the monthly benefit which a Participant is or would be entitled to receive at a specified age as a primary insurance amount under the Federal Social Security Act, as amended, whether or not he applies for such benefit, and even though he may lose part or all of such benefit through delay in applying for it, by making application for a reduced benefit prior to his

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Social Security Retirement Age, by re-entering covered employment, or for any other reason. The amount of such Primary Social Security Benefit to which the Participant is or would be entitled shall be determined for the purposes of the Plan on the following basis:

(a)

For a Participant entitled to a Normal Retirement Benefit, on the basis of the Federal Social Security Act as in effect at his Normal Retirement Age; or

(b)

For a Participant entitled to an Early Retirement Benefit, or a Deferred Vested Retirement Benefit, or a Disability Retirement Benefit, or a Full Career Retirement Benefit, on the basis of the Federal Social Security Act as in effect at the time of his termination of employment with an Employer and all Affiliated Companies and assuming that he will have no further employment and no further earnings after the date of such termination of employment.

Section 2.19. “Retired Participant” means a person whose Continuous Service has terminated by reason of retirement and who is receiving or is entitled to receive benefits under this Plan.

Section 2.20. “Retirement Age” means whichever of the following is applicable to a Participant:

(a)	“Normal Retirement Age” means age 65.
(b)	“Early Retirement Age” means age 55 or later (but before age 65), provided the Participant has completed 15 years of Continuous Service.

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(c)	“Disability Retirement Age” means a Participant’s age as of which he is determined to have become Disabled, but not later than his Normal Retirement Age.
(d)	“Vested Retirement Age” means a Participant’s age when he has retired after completing five years or more of Continuous Service.
(e)	“Deferred Vested Retirement Age” means a Participant’s age on his Deferred Vested Retirement Date.
(f)	“Full Career Retirement Age” means a Participant’s age when his age plus his years of Continuous Service equals 90.

Section 2.21. “Retirement Benefit” means any retirement benefit provided for in Article IV.

Section 2.22. “Retirement Date” means whichever of the following is applicable to a Participant:

(a)

“Normal Retirement Date” means the first day of the calendar month coincident with or next following the date a Participant attains his Normal Retirement Age.

(b)

“Postponed Retirement Date” means the first day of the calendar month coincident with or next following the date a Participant, whose Continuous Service has continued after his Normal Retirement Age, actually retires and his Continuous Service terminates. Notwithstanding the previous sentence, the Postponed Retirement Date of a Participant who is a 5% Owner must be no later than the April 1 of the calendar year following the calendar year in which the Participant attains age 701/2, even if he is still employed.

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(c)

“Early Retirement Date” means the first day of the calendar month coincident with or next following the date a Participant’s Continuous Service terminates because of retirement on or after attainment of his Early Retirement Age, but before his attainment of Normal Retirement Age.

(d)

“Disability Retirement Date” means the first day of the calendar month coincident with or next following the date a Participant’s Continuous Service terminates because he became Disabled prior to reaching his Normal Retirement Age. In the event a Participant becomes Disabled, he shall, for purposes of computing his Retirement Benefits under Article IV, be deemed to be in the Continuous Service of the Employer so long as such Disability continues (as if he were on an approved leave of absence) until the first to occur of:

(i)	Normal Retirement Age;
(ii)	retirement on or after his Early Retirement Age;
(iii)	the date he is no longer Disabled; or
(iv)	death.

(e) “Deferred Vested Retirement Date” means, for a Participant whose Continuous Service terminates after he has attained his Vested Retirement Age for reasons other than Normal or Early Retirement, Disability or Death, the first day of any calendar month coincident with or next following his 55th birthday as of which he makes application for a Deferred Vested Retirement Benefit, but in no event later than the first day

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	of the calendar month coincident with or next following his Normal Retirement Age.
(f)	“Full Career Retirement Date” means the first day of the calendar month coincident with or next following the date a Participant’s Continuous Service terminates because of his Early Retirement on or after the date he has attained his Full Career Retirement Age, but before his Normal Retirement Age.

Section 2.23. Service definitions:

(a) “Hours of Service” means for an Employee or Participant, any of the following:

(i)

each hour for which he is paid or entitled to payment for the performance of duties for an Employer;

(ii)

each hour for which he performed no duties for an Employer (regardless of whether the employment relationship had terminated) by reason of vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty or leave of absence but for which he is directly or indirectly paid or entitled to payment by an Employer (excluding, however, payments made solely as reimbursement for medical or medically-related expenses or solely for the purpose of complying with applicable workers’ compensation, unemployment compensation or disability insurance laws), but an individual will not be credited with more than 501 Hours of Service under this paragraph for any single

-10-

	continuous period during which he performed no duties for an Employer;
(iii)	each hour for which back pay, irrespective of mitigation of damages, has been awarded to the Employee or Participant or agreed to by an Employer; and
(iv)	each hour which would normally have been credited as an Hour of Service except that the individual was absent from work because of her pregnancy, the birth of his or her child, the placement of a child with him or her following adoption, or caring for his or her child immediately following such birth or placement; provided, however, that Hours of Service will be credited under this paragraph only to the extent that (after counting Hours of Service already credited under paragraphs (i)-(iii)) credit under this paragraph is necessary to prevent the Employee or Participant from having a Break In Service.

Notwithstanding anything in the Plan to the contrary, in no event will Hours of Service be credited under the Plan after March 31, 2014. After March 31, 2014, no Employee or Participant shall be credited with additional Hours of Service under the Plan, except as is necessary to calculate Continuous Service under Section 2.23(b).

The same Hours of Service will not be credited under paragraph (i) or (ii) and again under paragraph (iii) and no Hour of Service credited under paragraph (i), (ii) or (iii) will be credited again under paragraph (iv). The

-11-

provisions of paragraphs (i), (ii) and (iii) will be applied in accordance with Department of Labor Regulations Sections 2530.200b-2(b) and (c), which are incorporated into this Section by reference.

(b) “Continuous Service” means an Employee’s last continuous period of employment with an Employer and any Affiliated Company, determined in accordance with reasonable and uniform standards and policies adopted by the Employer from time to time, which standards and policies shall be consistently observed; provided, however, that:

(i)

Continuous Service shall be determined in completed full years and completed fractions of years in excess of completed full years, each full 12 months of continuous service constituting a completed full year of Continuous Service and any full month of continuous service in excess of the completed full years constituting a fractional one-twelfth of a year of Continuous Service.

(ii)

An Employee shall receive credit for one full year of Continuous Service for any Plan Year during which he has at least 1,000 Hours of Service, except that service in a Plan Year prior to the Plan Year in which the Employee attained age 18 shall be disregarded. Notwithstanding the preceding sentence, if an Employee has fewer than 1,000 Hours of Service for any Plan Year, he shall receive credit for Continuous Service for that Plan Year at the rate of one month for each full 190 Hours of Service he has during the Plan

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	Year, but only if his customary employment is at the rate of at least 1,000 Hours of Service for that Plan Year.
(iii)	Continuous Service shall not be deemed to have been broken:

(A)	During such period as an Employee is receiving credit for Hours of Service under Section 2.23(a)(ii)-(iv) while on leave, vacation, holiday, jury duty, lay off, or while in the military service.
(B)	During any Plan Year in which an Employee has more than 500 Hours of Service.

(iv) If an Employee who has had a Break In Service is subsequently reemployed by an Employer as an Employee, he shall be considered a new Employee for purposes of the Plan, except:

(A)	If at such Break In Service he became eligible for a benefit under Article IV hereof, the Continuous Service (and Credited Service) he had at the commencement of such Break In Service shall be reinstated upon his reemployment as provided in Article IV hereof.
(B)	If he is reemployed before at least 12 months have elapsed after such Break In Service, the Continuous Service (and Credited Service) he had at the commencement of such Break In Service shall be reinstated upon his reemployment.

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(C) If neither (A) nor (B) above is applicable, and if the period between such Break In Service and his reemployment does not equal or exceed the greater of five (5) years or the number of years of Continuous Service he had at such Break In Service, and he is reemployed for a period of 12 months during which he completes at least 1,000 Hours of Service, the Continuous Service (and Credited Service) he had at such Break In Service shall be reinstated after such reemployment.

	If such prior Continuous Service (and Credited Service) is reinstated, the Employee shall commence to participate in the Plan again on the date he performs his first Hour of Service for an Employer after his reemployment.
(v)	After March 31, 2014, Continuous Service shall continue to be calculated and credited for all purposes under the Plan, except that such calculation and crediting of Continuous Service shall not operate to increase the amount of a Participant’s Basic Pension in excess of the amount calculated as of March 31, 2014.

(c)	“Break In Service” means a Plan Year in which the Participant is credited with fewer than 501 Hours of Service.
(d)	“Credited Service” means a Participant’s Hours of Service for which he receives credit for purposes of the Plan, as follows:

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(i) For any Hours of Service after October l, 1949 and prior to January 1, 1975, his Hours of Service included in determining his Continuous Service after October l, 1949 and before January 1, 1975 shall be reduced by:

(A)	Any Hours of Service completed before age 21.
(B)	Any Hours of Service completed after the Normal Retirement Age; provided however that if a Participant has at least one Hour of Service after December 31, 1987, the Participant’s Continuous Service shall not be reduced for any Hours of Service completed after his Normal Retirement Age.
(C)	Any remaining Hours of Service which did not qualify for “Credited Service” under the Plan as it existed on the date immediately prior to January 1, 1975.

(ii) For any Hours of Service on or after January 1, 1975, his Hours of Service included in determining his Continuous Service after December 31, 1974 shall be reduced by:

(A)	Any Hours of Service completed before age 21.
(B)	Any Hours of Service completed after the Normal Retirement Age; provided however that if a Participant has at least one Hour of Service after December 31, 1987, the Participant’s Continuous Service shall not be reduced for

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	any Hours of Service completed after his Normal Retirement Age.
(C)	Any remaining Hours of Service during which he was on any leave of absence or lay off, as provided in Section 2.23(a)(ii), other than, effective January 1, 1995, an approved leave of absence; provided however that, to the extent provided by law, the Hours of Service of any Participant who was on military leave shall not be reduced.

(iii)	Credited Service shall be computed annually for each Participant on the basis of Hours of Service in each Plan Year which remain after the reductions in (i) and (ii) above. A Participant shall receive credit for one full year of Credited Service for any Plan Year during which he has at least 1,800 Hours of Service remaining after such reductions. If a Participant has less than 1,800 Hours of Service remaining for any Plan Year, he shall receive credit for Credited Service at the rate of one month for each full 190 Hours of Service.
(iv)	In no event shall a Participant be credited with more than 35 years of Credited Service.
(v)	Notwithstanding any other Plan provision, Credited Service shall not include any service after March 31, 2014.

(e) Other Service Credits. For purposes of determining Hours of Service, Continuous Service and Credited Service, an Employee who was

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employed on January 1, 1975 shall receive credit as herein provided for employment:

(i)	During the period October l, 1949 to September 30, 1969 by John Nuveen & Co., a partnership, John Nuveen & Co., a Delaware corporation, and Nuveen Corporation, predecessor entities of the Company.
(ii)	During the period October l, 1949 to March 22, 1974, by Investors Diversified Services, Inc., parent of the Company immediately prior to March 22, 1974 and sponsor of the predecessor retirement plan to this Plan.

(f)

From time to time the Company may make acquisitions of other businesses and in the contracts effecting such acquisitions may provide for crediting employees of such other businesses who become Employees with Hours of Service, Continuous Service or Credited Service for periods prior to the date they became Employees. The Committee is authorized and directed to provide for such service credits for such Employees, according to the relevant contract provisions, as if such contract provisions were included in this Plan, and the Committee may set forth such provisions for a group of Employees in a Schedule which will form a part of this Plan.

(g)

Leased Employees. If a Leased Employee becomes an Employee, his service with the Company or an Affiliated Company while a Leased Employee shall be included for purposes of computing his Hours of

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Service and Continuous Service under the Plan, to the same extent as actual service with the Company or an Affiliated Company.

“Leased Employee” means any person (other than a common-law employee of the Company or an Affiliated Company) who, under an agreement between the Company or an Affiliated Company and any other person (the “leasing organization”), has performed services for the Company or an Affiliated Company (or for such entity and related persons (determined in accordance with Code Section 414(n)(6))) on a substantially full-time basis for a period of at least one year, provided that the services are performed under the primary direction or control of the Company or an Affiliated Company.

The term “Leased Employee” will not include any person who would otherwise be described in this Section, if (i) the person is covered by a money purchase pension plan providing (A) a nonintegrated employer contribution rate of at least 10% of compensation, as defined in Code Section 415(c)(3), but including amounts contributed in accordance with a salary reduction agreement that are excludable from the person’s gross income under Code Section 125, 402(e)(3), 402(h), or 403(b), (B) immediate participation, and (C) full and immediate vesting; and (ii) Leased Employees do not constitute more than 20% of the workforce of the Company or an Affiliated Company who are non-Highly-Compensated Employees.

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(h) Qualified Military Service. For purposes of determining Hours of Service, Continuous Service and Credited Service, an Employee shall receive credit for qualified military service in accordance with the requirements of Code Section 414(u) and any Treasury Regulations or other official guidance issued under that Section.

Section 2.24. “Social Security Retirement Age” means the age at which a Participant is entitled to receive his full, unreduced Social Security benefit, determined as follows:

Year Participant	Social Security
Attains Age 62	Retirement Age
Before 2000		65
After 1999 and before 2017		66
After 2016		67

Section 2.25. “Spouse” means an individual that is a Participant’s spouse for purposes of the Code.

Section 2.26. “Surviving Spouse” means (a) the widow or widower of a deceased Participant who was married to the Participant throughout the one-year period immediately preceding the earlier of the Participant’s Retirement Date or the date of the Participant’s death or (b) the widow or widower of a deceased Participant who married the Participant within one year preceding the Participant’s Retirement Date and was married to the Participant for at least a one-year period ending on or before the date of the Participant’s death. A former spouse will be treated as a Spouse to the extent required under a Qualified Domestic Relations Order, as described in Code Section 414(p) and ERISA Section 206(d)(3).

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Section 2.27. Top-Heavy Plan Definitions:

(a) “Top-Heavy Plan” or “Top-Heavy” means the Plan if, as of the Determination Date, the present value of the accrued benefits of Key Employees under the Plan exceeds 60% of the present value of the accrued benefits of all Participants under the Plan, as determined in accordance with the provisions of Section 4l6(g) of the Code. The determination of whether the Plan is Top-Heavy shall be made after aggregating all the Required Aggregation Group and after aggregating the Permissive Aggregation Group. The Plan is “Super Top-Heavy” if, as of the Determination Date, the Plan would meet the test specified above for being a Top-Heavy Plan if “90%” were substituted for “60%” in each place it appears in this subsection. For purposes of this Section, the present values of accrued benefits and the amounts of account balances of an Employee as of the Determination Date shall be increased by the distributions made to the Employee under the Plan and any Plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan, which had not been terminated would have aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation of service, death or Disability, this provision shall be applied by substituting “five-year period” for “one-year period.” For the purposes of this Section, the terms “Employee” and “Key

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	Employee” shall not include any individual who has not performed services for the Employer during the one-year period ending on the Determination Date.
(b)	“Determination Date” means, for purposes of determining whether the Plan is Top-Heavy for a particular Plan Year, the last day of the preceding Plan Year.
(c)	“Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, “annual compensation” means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.
(d)	“Non-Key Employee” means any Participant (including any Beneficiary of such Participant) who is not a Key Employee.
(e)	For purposes of this Section and Article XIII, the terms “Required Aggregation Group” and “Permissive Aggregation Group” have the following meanings:

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(i)	“Required Aggregation Group” means a group of plans consisting of (A) each plan of the Company in which a Key Employee is a participant, and (B) each other plan of the Company which enables any plan described in (A) to meet the requirements of Code Section 401(a)(4) or 410; and
(ii)	“Permissive Aggregation Group” means the Required Aggregation Group described in (i) plus any other plan of the Company not required to be included in the Required Aggregation Group, but which is designated by the Company as being part of such group if such group would continue to meet the requirements of Code Sections 401(a)(4) and 410 with such plan being taken into account.

Section 2.28. “Trust Fund” means the assets held under any trust forming a part of the Plan.

Section 2.29. “Trust” means any trust established to receive, hold, invest and dispose of any part of the Trust Fund.

Section 2.30. “Trustee” means the individuals, or individual, or corporate fiduciary, or combination thereof, acting as trustee under the Trust at any time of reference.

Section 2.31. Gender and Number. Except when otherwise indicated by the context, any masculine terminology herein shall also include the feminine and neuter, and the definition of any term herein in the singular may also include the plural.

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ARTICLE III. Eligibility and Participation

Section 3.1. Date of Participation.

Each Employee who was a Participant in the Plan on December 31, 2006 will continue to be a Participant.

Section 3.2. Duration. An Employee who becomes a Participant shall remain a Participant until he has a Break In Service, and also shall continue to be treated as a Participant thereafter for as long as he is entitled to receive any benefits hereunder. If he has a Break In Service before becoming entitled to receive any benefits hereunder, such Employee shall cease to be a Participant unless and until he again becomes eligible to become a Participant in accordance with the provisions of Sections 2.23(b)(iv) and 3.l.

Section 3.3. Freezing of Participation and Benefit Accrual Effective as of March 24, 2003. The following provisions of this Section 3.3 shall supersede any provision of the Plan to the contrary:

(a)

No Employee who was not previously a Participant on or before March 24, 2003 shall be eligible to become a Participant in the Plan after March 24, 2003.

(b)

A former Participant who is reemployed after March 24, 2003, shall not be eligible to become a Participant again unless, upon reemployment, he would be eligible to receive restoration of his Continuous Service under Section 4.11. In the case of such a rehired former Participant, the rules of Sections 2.23(b), 3.1, 3.2 and 4.11 shall apply; provided, however, that such a rehired former Participants shall not be credited with Credited

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Service with respect to any period following his rehire, so that he shall not accrue any additional benefit under the Plan with respect to service after such rehire.

(c)

A Participant who is not described in paragraph (b) above who: (i) ceased to be an Employee on or before March 24, 2003; (ii) had an accrued benefit under the Plan at the time of employment termination but did not receive a full distribution of that benefit prior to reemployment and therefore remained a Participant pursuant to Section 3.2; and (iii) is reemployed after March 24, 2003, shall remain a Participant following his rehire in accordance with Plan terms; provided, however, that such rehired Participant shall not be credited with Credited Service with respect to any period following his rehire, so that he shall not accrue any additional benefit under the Plan with respect to service after such rehire.

ARTICLE IV. Benefits

Section 4.1. Normal Retirement Benefits.

(a)	Eligibility. A Participant who attains his Normal Retirement Date shall have a nonforfeitable right to receive a Normal Retirement Benefit as described in this Section.
(b)	Amount. The amount of a Participant’s Normal Retirement Benefit will be either (x) or (y), whichever is applicable, except that the Normal Retirement Benefit for any Participant described in (z) will be the greater of (x) or (y) (whichever is applicable) or (z).

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(x) Participants with Credited Service that includes Hours of Service during the period October l, 1949 to September 30, 1969 with the Company or a predecessor entity described in Section 2.23(e)(i) shall be entitled to a monthly Retirement Benefit equal to:

(i)	An amount computed by multiplying the number of his years of Credited Service accumulated during the period October l, 1949 to September 30, 1969 by l% of his Average Monthly Compensation; plus
(ii)	An amount computed by multiplying the number of years of Credited Service accumulated subsequent to September 30, 1969 by l-1/2% of his Average Monthly Compensation; minus
(iii)	1-1/2% of the Primary Social Security Benefit to which he is entitled at age 65 (even if his Social Security Retirement Age is not 65) multiplied by the number of years of his Credited Service accumulated after January l, 1975, but not to exceed 50% of such Primary Social Security Benefit.

(y) Participants not described in (x) shall be entitled to a monthly Retirement Benefit equal to:

(i)	An amount computed by multiplying the number of years of Credited Service by l-1/2% of his Average Monthly Compensation; minus
(ii)	l-1/2% of the Primary Social Security Benefit to which he is entitled at age 65 (even if his Social Security Retirement Age is not 65)

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multiplied by the number of years of his Credited Service accumulated after January l, 1975, but not to exceed 50% of such Primary Social Security Benefit.

(z) A Participant who had Compensation in any Plan Year which exceeds the limits in Section 2.9 shall be entitled to a monthly Retirement Benefit equal to the greatest of:

(i)	the amount determined under (x) or (y), as applicable, calculated using his Credited Service through December 31, 1993 and the definition of Compensation in Section 2.9 applicable through that date plus the amount determined under (y) using his Credited Service after December 31, 1993 and the definition of Compensation in Section 2.9 applicable after that date;
(ii)	his Normal Retirement Benefit under (x) or (y), as applicable, calculated using his Credited Service through December 31, 1988 and the definition of Compensation under Section 2.9 applicable through that date, plus the amount determined under (y) using his Credited Service for the period January 1, 1989 - December 31, 1993 and the definition of Compensation in Section 2.9 applicable for that period, plus the amount determined under (y), using his Credited Service after December 31, 1993 and the definition of Compensation in Section 2.9 applicable after that date; or
(iii)	the amount determined under (x) or (y), as applicable, calculated using all the Participant’s Credited Service through the calculation

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date, and applying the limit on Compensation under Section 2.9 applicable to Plan Years beginning after December 31, 1993 to all Plan Years.

(c) Commencement and Duration. Monthly Normal Retirement Benefit payments shall begin as soon as practicable after the Participant’s application for benefits on or after such Retired Participant’s Normal Retirement Date, and shall be paid monthly thereafter as of the first day of each succeeding month during the Participant’s lifetime, provided, however, if he is reemployed as an Employee, his benefit payments shall be suspended and shall not be paid during the period of such reemployment, but he shall have his Continuous Service and Credited Service he had at his Normal Retirement Date reinstated. Upon his subsequent retirement, his eligibility for a benefit and the amount of the benefit shall be determined, calculated and paid as if he were then first retired, based upon such reinstated Continuous Service and Credited Service, plus such service earned following the date of reemployment, provided that such benefit shall be adjusted in accordance with the last sentence of Section 4.12.

Section 4.2. Early Retirement Benefits.

(a) Eligibility. A Participant who attains his Early Retirement Date shall be eligible to receive an Early Retirement Benefit as described in this Section. Such a Participant, in lieu of an Early Retirement Benefit, may

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elect a Deferred Vested Retirement Benefit as described in Section 4.5 at a date subsequent to his Early Retirement Age.

(b)

Amount. A Retired Participant who is eligible to receive an Early Retirement Benefit pursuant to paragraph (a) above, shall be entitled to receive a monthly Early Retirement Benefit beginning at his Early Retirement Date equal to an amount computed in the same manner as his Normal Retirement Benefit under Section 4.l hereof, based upon the provisions of the Plan as in effect as of the Early Retirement Date and using for benefit calculation purposes the Retired Participant’s Credited Service and Average Monthly Compensation at his Early Retirement Date. This amount shall then be reduced by the percentage thereof set forth in the table below opposite the age of the Retired Participant on his Early Retirement Date:

	Percentage
Age	Reduction
64		3	%
63		6	%
62		9	%
61		12	%
60		15	%
59		21	%
58		27	%
57		33	%
56		39	%
55		45	%

(Reductions for intermediate ages shall be applied by straight line interpolation in the above table.)

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(c) Commencement and Duration. Monthly Early Retirement Benefit payments shall begin as soon as practicable after the Participant’s application for benefits on or after such Retired Participant’s Early Retirement Date, and shall be paid monthly thereafter as of the first day of each succeeding month during his lifetime; provided, however, if he is reemployed as an Employee, his benefit payments shall be discontinued and shall not be paid during the period of such reemployment, but he shall have his Continuous Service and Credited Service he had at the time of his retirement reinstated. Upon his subsequent retirement, his eligibility for a benefit and the amount of the benefit shall be determined, calculated and paid as if he were then first retired based upon such reinstated Continuous Service and Credited Service plus such service earned following the date of reemployment, provided that such benefit shall be adjusted in accordance with the last sentence of Section 4.12.

Section 4.3. Postponed Retirement Benefits.

(a)	Eligibility. A Participant who attains his Postponed Retirement Date shall be eligible to receive a Postponed Retirement Benefit, as described in this Section.
(b)	Amount. The Postponed Retirement Benefit shall be an amount computed in the same manner as a Normal Retirement Benefit under Section 4.1, but using the Participant’s Credited Service and Average Monthly Compensation as of his Postponed Retirement Date. If a Participant elects to defer payment as provided for in the last sentence of Section 2.22(b),

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his Postponed Retirement Benefit as of any date after the later of the Effective Date or the April 1 following the end of the Plan Year in which he reached age 70-1/2 shall be the greater of (i) his Postponed Retirement Benefit calculated under the preceding sentence and (ii) his Postponed Retirement Benefit calculated under the preceding sentence as of the date one year earlier, then actuarially increased to the present date, using the factors in paragraph (A) of Appendix A.

(c)

Commencement and Duration. Monthly Postponed Retirement Benefit payments shall begin as soon as practicable after the Participant’s application for benefits on or after such Retired Participant’s Postponed Retirement Date, and shall be paid monthly thereafter as of the first day of each succeeding month during his lifetime.

Section 4.4. Disability Retirement Benefits.

(a)

Eligibility. A Participant who attains his Disability Retirement Date shall be eligible to receive a Disability Retirement Benefit as described in this Section.

(b)

Amount. The Disabled Participant who is eligible to receive a Disability Retirement Benefit pursuant to paragraph (a) above shall be entitled to receive a monthly Disability Retirement Benefit beginning at his Normal Retirement Date (unless he elects an Early Retirement Benefit) of an amount computed in the same manner as a Normal Retirement Benefit under Section 4.l, based upon the provisions of the Plan as in effect at his Disability Retirement Age and based upon his Average Monthly

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Compensation as of the date on which he became Disabled, and on his Credited Service at his Normal Retirement Date assuming his Continuous Service continued and he received credit for Credited Service until his Normal Retirement Date. If a Participant ceases to be Disabled prior to his Normal Retirement Age (for any reason except death) but he is not reemployed as an Employee within thirty (30) days thereafter, or if a Disabled Participant is eligible for and elects to take an Early Retirement Benefit, then he will be deemed to have been terminated as of the date he is no longer Disabled or his Early Retirement Date, as applicable, and will be entitled to the benefits determined in accordance with Section 4.2 or 4.5, as the case may be, for which he would have been eligible at his Disability Retirement Age, based upon the provisions of the Plan as in effect at his Disability Retirement Age and upon his Average Monthly Compensation at his Disability Retirement Age, assuming he continued to receive credit for Continuous Service and Credited Service until the date he is no longer Disabled or his Early Retirement Date.

Section 4.5. Deferred Vested Retirement Benefits.

(a)	Eligibility. A Participant who attains his Deferred Vested Retirement Date shall be eligible to receive a Deferred Vested Retirement Benefit as described in this Section.
(b)	Amount. A terminated Participant who is eligible to receive a Deferred Vested Retirement Benefit pursuant to paragraph (a) above shall be entitled to a monthly Deferred Vested Retirement Benefit beginning at his

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Deferred Vested Retirement Date of an amount computed as of his Deferred Vested Retirement Age in the same manner as a Normal Retirement Benefit under Section 4.l (using the Participant’s actual Average Monthly Compensation and Credited Service as of his Deferred Vested Retirement Date) if the Participant is 65 years of age on his Deferred Vested Retirement Date and reduced under Section 4.2(b) if the Participant has not attained age 65 on his Deferred Vested Retirement Date, and multiplied by such Participant’s vested percentage as specified in Section 4.11, and based upon the provisions of the Plan as in effect as of the date of his termination of Continuous Service, and using for benefit calculation purposes the Participant’s Credited Service and Average Monthly Compensation on the date his Continuous Service terminated.

(c)

Commencement and Duration. Monthly Deferred Vested Retirement Benefit payments shall begin as soon as practicable after the Participant’s application for benefits on or after such terminated Participant’s Deferred Vested Retirement Date; provided, however, if a terminated Participant receiving or entitled to receive a Deferred Vested Retirement Benefit hereunder is reemployed as an Employee before or after the date his benefit payments begin, any benefit payments he may be receiving shall be discontinued and shall not be paid during the period of such reemployment, but he shall have his Continuous Service and Credited Service at the time of his termination of Continuous Service reinstated. Upon his subsequent retirement or termination of Continuous Service, his

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eligibility for a benefit and the amount of the benefit shall be determined and calculated as if he were then first retired or terminated based upon such reinstated Continuous Service and Credited Service, plus such service earned following the date of reemployment, provided that such benefit shall be adjusted in accordance with the last sentence of Section 4.12.

Section 4.6. Full Career Retirement Benefits.

(a)	Eligibility. A Participant who attains his Full Career Retirement Date shall be eligible to receive a Full Career Retirement Benefit as described in this Section.
(b)	Amount. A Retired Participant who is eligible to receive a Full Career Retirement Benefit pursuant to paragraph (a) above, shall be entitled to receive a monthly Full Career Retirement Benefit beginning at his Full Career Retirement Date of an amount computed as of his Full Career Retirement Date in the same manner as his Normal Retirement Benefit under Section 4.l, based upon the provisions of the Plan as in effect as of his Full Career Retirement Date and using for benefit calculation purposes the Retired Participant’s Credited Service and Average Monthly Compensation at his Full Career Retirement Date.
(c)	Commencement and Duration. Monthly Full Career Retirement Benefit payments shall begin as soon as practicable after the Participant’s application for benefits on or after such Retired Participant’s Full Career Retirement Date; provided, however, if he is reemployed as an Employee,

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his benefit payments shall be discontinued and shall not be paid during the period of such reemployment, but he shall have his Continuous Service and Credited Service he had at the time of his retirement reinstated. Upon his subsequent retirement, his eligibility for a benefit and the amount of the benefit shall be determined and calculated and paid as if he were then first retired, based upon such reinstated Continuous Service and Credited Service plus such service earned following the date of reemployment, provided that such benefit shall be adjusted in accordance with the last sentence of Section 4.12.

Section 4.7. Automatic Postretirement (Joint and Survivor) Surviving Spouse Benefits.

(a) Eligibility and Conditions. Unless an optional form of settlement is selected under Section 4.9 pursuant to a Qualified Waiver within the Election Period ending on the date Retirement Benefit payments would commence, the Participant shall be deemed to have automatically elected to receive a monthly Retirement Benefit payable to him in the form of a Qualified Joint and Survivor Annuity.

(i) Effective Date of Automatic Election. The automatic election provided in this Section 4.7 shall be effective on the first to occur of: (A) the Participant’s Retirement Date, or (B) the Participant’s Normal Retirement Age; provided, however, it will become effective on the date he has been married one year if he is married when the election would otherwise become effective under (A) or

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	(B) above but such marriage has been in effect less than one year at that date.
(ii)	Election Period for Qualified Waiver of Automatic Election. With respect to a Qualified Waiver under this Section 4.7, the election period is the 90-day period ending on the effective date of the election specified in (i) above, or such later date as shall be required by regulations prescribed by the Secretary of the Treasury.
(iii)	Qualified Waiver. A waiver of a Qualified Joint and Survivor Annuity must be in writing and must be consented to by the Participant’s Spouse. The Spouse’s consent to the waiver must be witnessed by a Plan representative or notary public and must acknowledge the identity of the Participant’s designated Beneficiary and the optional form of settlement under which the Participant’s Retirement Benefit will be paid. Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a Plan representative that such written consent may not be obtained because there is no Spouse or the Spouse cannot be located, the Participant’s waiver will be deemed a Qualified Waiver. Any consent necessary under this provision will be valid only with respect to the Spouse who signs the consent, or if a deemed Qualified Waiver, the designated Spouse. Additionally, a revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of

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	the Participant’s Retirement Benefit. The number of revocations shall not be limited.
(iv)	Notice Requirements. The Plan Administrator shall provide to each Participant, no less than 30 days and no more than 90 days before the Participant’s annuity starting date, a written explanation (in a form which satisfies Treasury Regulation 1.401(a)-11(c)(3)) of: (A) the terms and conditions of a Qualified Joint and Survivor Annuity; (B) the Participant’s right to make and the effect of any election to waive the Qualified Joint and Survivor Annuity form of benefit; (C) the rights of a Participant’s Spouse; and (D) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity. A Participant may waive his right under this subparagraph to receive the written explanation no less than 30 days before his annuity starting date if, in fact, distribution of his Retirement Benefit does not commence until at least the eighth day following the date he actually received the required written explanation.
(v)	Qualified Joint and Survivor Annuity. A Participant who is deemed to have made the automatic election pursuant to this Section 4.7 shall receive a reduced amount of monthly Retirement Benefit, which shall be the Actuarial Equivalent of the Retirement Benefit otherwise payable to the Participant, giving effect to the

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increased costs of the automatic election. The Surviving Spouse benefit payable to the Surviving Spouse of a Participant who is deemed to have made an automatic election pursuant to this Section 4.7 shall be a monthly benefit for the further lifetime of such Surviving Spouse equal to 50% of the reduced amount of such Participant’s monthly Retirement Benefit as determined under this paragraph.

(b) Amount of Benefits.

(i)

For a Participant who is deemed to have made the automatic election pursuant to this Section 4.7 (and who does not waive it as provided in paragraph (a)(ii) above), the reduced amount of his monthly Retirement Benefit referred to in paragraph (a) above shall be the Actuarial Equivalent of the Retirement Benefit otherwise payable to the Participant, giving effect to the increased costs of the automatic election.

(ii)

The Surviving Spouse benefit payable to the Surviving Spouse of a Participant who is deemed to have made an automatic election pursuant to this Section 4.7, and who dies after such election becomes effective, shall be a monthly benefit for the further lifetime of such Surviving Spouse equal to 50% of the reduced amount of such Participant’s monthly Retirement Benefit as determined in paragraph (b)(i) above.

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(c)

Retroactive Annuity Starting Date. Notwithstanding any provision herein to the contrary, a Participant (other than a Participant who elects to receive his benefit in the form of an optional lump-sum distribution under Section 4.9(b)) may affirmatively elect a retroactive annuity starting date (a “Retroactive Annuity Starting Date”) (in accordance with Treasury Regulation 1.417(e)-1(b)(3)) that is on or before the date that the written explanation referred to in Section 4.7(a)(iv) is provided to the Participant. A Participant who elects a Retroactive Annuity Starting Date will receive future benefit payments equal to the benefit payments that he would have received if the benefit payments had actually commenced on the Retroactive Annuity Starting Date. Additionally, a Participant who elects a Retroactive Annuity Starting Date will receive a make-up payment that covers any missed payment(s) for the period beginning on the Retroactive Annuity Starting Date and ending on the date of the actual make-up payment, including an adjustment for interest (using the applicable interest rate assumption indicated in Appendix A) from the date the missed payment(s) would have been made to the date of the actual make-up payment. A Participant may not elect a Retroactive Annuity Starting Date that precedes the date on which he otherwise could have begun receiving benefits under the Plan as in effect on the Retroactive Annuity Starting Date.

The written explanation described in Section 4.7(a)(iv) must be provided to a Participant who elects a Retroactive Annuity Starting Date (and to any

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Participant whose annuity starting date is after the date the Participant receives the written explanation but before the date the Participant makes his distribution election) no fewer than 30 days and no more than 90 days before the date of the Participant’s first benefit payment (unless the delay is due solely to administrative reasons), and the election to receive the distribution must be made after the written explanation is provided and on or before the date of the first payment to the Participant. Notwithstanding the preceding sentence, the written explanation may be provided fewer than 30 days prior to the first benefit payment, provided that the Participant is notified that he has the right to at least 30 days to consider whether to waive the normal form of Retirement Benefit and consent to an optional form of benefit under Section 4.9. In such case, the Participant shall be permitted to revoke his distribution election at any time and any number of times until the benefit commencement date. If the written explanation is provided fewer than 30 days before the first benefit payment, the Participant’s benefit commencement date may not be before the expiration of the seven-day period that begins on the day after the written explanation is provided to the Participant.

A Participant’s Spouse must consent to the Participant’s election of a Retroactive Annuity Starting Date if the Spouse’s share of the Qualified Joint and Survivor Annuity is less on the Retroactive Annuity Starting Date than it would be on any permitted annuity starting date after the written explanation is provided.

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A benefit payment with a Retroactive Annuity Starting Date must satisfy the requirements of Code Sections 415 and 417(e) in accordance with Treasury Regulations 1.417(e)-1(b)(3)(v)(B) and (C).

Section 4.8. Maximum Annual Benefits.

(a) Notwithstanding any other provision of the Plan (with the exception of Section 13.1(c)), the aggregate annual Retirement Benefit payable to a Participant under this Plan as an annuity for his life beginning at age 65 may not exceed the lesser of $180,000 for Plan Years beginning on or after January 1, 2007 (as adjusted under Code Section 415(d)(1)) or the average of his Compensation (as defined in Section 4.8(d) of the Plan) for the three (3) consecutive calendar years when he was a Participant and such Compensation was the highest. If a Participant has never been a participant in a defined contribution plan maintained by an Employer, his annual Retirement Benefit limit under this paragraph will not be less than $10,000, however:

(i) The $180,000 limit in paragraph (a) will be adjusted to its Actuarial Equivalent (but using an interest rate assumption which is the greater of 5% or the interest rate assumption indicated in Appendix A for purposes of subparagraph (3) below, and using an interest rate which is not greater than the lesser of 5% or the interest rate assumption indicated in Appendix A for purposes of subparagraph (4) below), as follows:

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(1) To reflect payment in a form other than an annuity for the Participant’s life or an automatic postretirement (joint and survivor) Surviving Spouse benefit.

(2) For Plan Years before January 1, 2002, to reduce a Retirement Benefit which begins on or after the date the Participant attains age 62 but before his Social Security Retirement Age to the Actuarial Equivalent of the same pension beginning at the Participant’s Social Security Retirement Age as follows:

(A) if the Participant’s Social Security Retirement Age is 65, the reduction shall be 5/9ths of 1% for each month by which the benefit begins before the month in which the Participant attains Social Security Retirement Age; and

(B) if the Participant’s Social Security Retirement Age is greater than 65, the reduction shall be 5/9ths of 1% for each of the first 36 months and 5/12ths of 1% for each of the additional months (up to 24 months) by which the benefit begins before the month in which the Participant attains his Social Security Retirement Age.

(3) To reduce a Retirement Benefit which begins before the Participant attains age 62 to the Actuarial Equivalent of the same benefit beginning at age 62, reduced for each month by which the benefit began before the month in which the Participant attains age 62.

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	(4) To increase a Retirement Benefit which begins after the Participant’s Social Security Retirement Age (or, age 65, for Plan Years beginning on or after January 1, 2002) to the Actuarial Equivalent of the same benefit beginning at the Participant’s Social Security Retirement Age.
	For purposes of subparagraphs (2), (3) and (4) above, “Social Security Retirement Age” means the Participant’s retirement age under Section 216(l) of the Social Security Act, determined without regard to the age increase factor, and assuming that the early retirement age under Section 216(l)(2) of that Social Security Act was 62.
(ii)	The limits in paragraph (a)(i) above will be adjusted as follows:
	(1) If a Participant has fewer than 10 years of Continuous Service, the $180,000 limit, the limit on his average Compensation, and the $10,000 limit under paragraph (a) will be multiplied by a fraction whose numerator is his years of Continuous Service and whose denominator is 10.
	(2) If a Participant was, on December 31, 1986, entitled to receive a Retirement Benefit in excess of the limit determined under this paragraph (a), or would have been entitled to receive a Retirement Benefit in excess of that limit had he retired on December 31, 1986, paragraph (a) will not be applied to reduce his Retirement Benefit below that higher amount.

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(b)	The amount determined in paragraph (a) for a Participant who is separated from the service of an Employer shall be adjusted annually for increases in the cost of living in accordance with Section 415(d) of the Code.
(c)	For purposes of this Section 4.8, all defined benefit plans maintained by the Company or an Affiliated Company will be treated as a single defined benefit plan, and all defined contribution plans maintained by the Company or an Affiliated Company will be treated as a single defined contribution plan.
(d)	For purposes of this Section 4.8 only, “Compensation” shall mean compensation paid during a Plan Year as defined in Treasury Regulation Section 1.415-(2)(d) promulgated under the Code, and shall also include any elective deferrals (as that term is defined in Code Section 402(g)(3)), any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125 and 457, and any elective reductions in remuneration for qualified transportation benefits within the meaning of Section 132(f) of the Code.

Section 4.9. Optional Forms of Settlement.

(a) Annuity Options. In lieu of the normal form of Retirement Benefit provided for in Sections 4.l, 4.2, 4.3, 4.4, 4.5 or 4.6 hereof (including a waiver of the automatic election of the postretirement (joint and survivor) Surviving Spouse benefit under Section 4.7 hereof), a Participant may elect to receive a monthly Retirement Benefit equal to one of the Actuarial

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Equivalent forms described below as either Options (l), (2) or (3), subject to all the terms and conditions set forth in Section 4.l0 hereof:

(i)

10 Year Certain Option (Option (l)). A reduced monthly Retirement Benefit payable to the Participant for the remainder of his lifetime and, in the event of the Participant’s death prior to the receipt of 120 of such monthly payments, the same monthly payment shall continue to be paid to the Participant’s Beneficiary until a total of 120 of such monthly payments shall have been paid to the Participant and his Beneficiary; provided, however, that payments, if any, to the Beneficiary may not extend beyond the life expectancies of the Participant and his Beneficiary determined in accordance with regulations prescribed by the Secretary of the Treasury as of his Retirement Date; and provided further, that if payments to the Participant had not commenced as of his death, payments to a designated Beneficiary will be distributed over a period not extending beyond the life of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary determined as of the Participant’s death and payments will commence no later than one year after the Participant’s death or, in the case of a Surviving Spouse being the Beneficiary, no later than the date the Participant would have attained age 70 1/2.

(ii)

50%, 66-2/3% or 100% Joint and Survivor Annuity Option (Option (2)). A reduced monthly Retirement Benefit payable to

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the Participant for the remainder of his lifetime and, if the Participant shall predecease his designated contingent annuitant, all or a fractional part of such reduced monthly amount (such as l/2 or 2/3 thereof) as designated by him shall be payable to his designated contingent annuitant; provided, however, if payments to the Participant had not commenced as of his death, payments to the contingent annuitant will be distributed over the life of the contingent annuitant commencing no later than one year after the date of the Participant’s death, or, in the case of a Surviving Spouse being the Beneficiary, no later than the date the Participant would have attained age 70-1/2.

(iii)

Level Income Option (Option (3)). A monthly Retirement Benefit payable to the Participant for the remainder of his lifetime with a larger monthly amount being payable from his Early Retirement Date until the date on which his benefits commence under the Social Security Act and a smaller monthly amount payable thereafter, the intention being to provide the Participant, as nearly as may be determined, with a level monthly retirement income for the remainder of his lifetime from both this Plan and Social Security.

(b) Lump-Sum Options. Notwithstanding the provisions of Section 4.9(a), the Participant may elect one of the following methods of settlement:

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(i)

A lump-sum distribution no later than the end of the Plan Year in which the Participant attains his Normal Retirement Age or his Early Retirement Age or his Deferred Vested Retirement Age or his Full Career Retirement Age, if the Participant requests in writing, at least 15 days prior to attaining the applicable age, a lump-sum distribution of the monthly Retirement Benefit for which he is eligible under the Plan. The amount of such lump-sum distribution shall be the Actuarial Equivalent, as of his Retirement Date, of the monthly Retirement Benefit to which he would otherwise be entitled.

(ii)

Any other provisions of the Plan notwithstanding, if a vested Retirement Benefit hereunder is the Actuarial Equivalent of less than a Normal Retirement Benefit of $100 per month, then such Retirement Benefit shall be paid in a single sum Actuarial Equivalent payment; provided, however, that if the present value of such Retirement Benefit exceeds $1,000, such Retirement Benefit shall not be paid in a lump-sum payment without the written consent of the Participant and the Participant’s Spouse, if any, or, if the Participant is deceased, the written consent of the Participant’s Spouse.

Section 4.10. Rules Regarding Options.

(a) A Participant may elect any one of the above Options in Section 4.9 or cancel a previous election at any time up to 90 days prior to his retirement,

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but in no event after his Retirement Date, by filing a written notice with the Committee in accordance with its rules.

(b) If the designated contingent annuitant of a Participant who has elected Option (2) dies prior to the date on which the Participant’s benefits hereunder are to commence, his election of Option (2) shall automatically be deemed canceled by such death.

Section 4.11. Vested Benefits.

In general, a Participant has a nonforfeitable interest in his Basic Pension to the extent of his vested percentage set forth in the table below (or such percentage, if greater, that such Participant was entitled to under the Plan as it existed on December 31, 1974). If a Participant has a Break In Service (and does not again become an Employee within one year of such Break In Service) and such Participant is not eligible for, or if eligible, does not elect to take, the benefits provided under Sections 4.l through 4.4 and Section 4.6 hereof (or an optional settlement under Section 4.9), such Participant shall nevertheless have a vested interest equal to the percentage of his Basic Pension set forth in the table below (or such percentage, if greater, that such Participant was entitled to under the Plan as it existed on December 3l, 1974) opposite the Participant’s years of Continuous Service coincident with or immediately preceding his Break In Service.

Years of
Continuous Service	Percent Vested
0-4 5	0% 100%

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Such vested interest shall be payable to such Participant in the form of a Basic Pension as provided in Section 4.l hereof, commencing on his Normal Retirement Date or, if the Participant so elects, as a Deferred Vested Retirement Benefit as provided in Section 4.5. If the present actuarial value of the vested interest of a Participant who incurs a Break In Service due to his termination of employment does not exceed $1,000, the Actuarial Equivalent of such Basic Pension shall be paid to the Participant in a lump sum within one year after such Break In Service. Except as provided in the preceding sentence, a lump-sum distribution may not be made after the Participant’s Retirement Date, regardless of the Actuarial Equivalent of the Participant’s Basic Pension, unless either (a) the distribution is consented to in writing by the Participant and the Participant’s Spouse, if any, or if the Participant is deceased, by the Surviving Spouse, or (b) if the Participant has attained his Normal Retirement Age or his Deferred Vested Retirement Age, a lump-sum distribution may be made without the consent of the Participant and the Participant’s Spouse, if the lump-sum distribution is in the amount of the present value of the automatic joint and survivor annuity benefit provided for in Section 4.7 or the preretirement Surviving Spouse’s benefit provided for in Section 5.1(b). For purposes of subsection (b) of the preceding sentence of this Section 4.11, such a lump-sum distribution may only be made to a Participant who has attained his Normal Retirement Age or his Deferred Vested Retirement Age before the Participant has begun receiving his Normal Retirement Benefit or Deferred Vested Retirement Benefit.

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Notwithstanding any other provision of the Plan to the contrary, if a Participant who had received a lump-sum distribution of his entire nonforfeitable accrued benefit is subsequently reemployed as an Employee, his Credited Service as of his most recent termination from Service date shall be disregarded hereunder unless he repays the amount of such distribution on or before the fifth anniversary of his reemployment date following the termination from Service date as of which such nonforfeitable accrued benefit was previously determined. For any Participant whose vested percentage is zero as of the date of termination of his Continuous Service, such Participant shall be deemed to have received a distribution of his entire interest under the Plan and the non-vested portion of his benefit shall be treated as an immediate forfeiture as of the date he incurs a Break In Service following his termination of Continuous Service.

Section 4.12. Suspension of Benefit Rules. If a Participant resumes employment with an Employer prior to the attainment of Normal Retirement Age, payment of his Retirement Benefit shall cease upon the first day of the month following the later of:

(a)	the date he completes at least 40 Hours of Service during a calendar month; or
(b)	the date on which he completes one Hour of Service on each of eight separate days;

provided, however, that no payment may be withheld unless the Retirement Plan Committee notifies the Participant of (i) such suspension before the first month in which a payment is to be suspended, and (ii) his right to obtain a review of such

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suspension under the procedure specified in Section 7.8 of the Plan. On his subsequent termination of employment, his Retirement Benefit shall be reduced by the Actuarial Equivalent of the payments previously paid, but the resulting monthly payment amount shall not be less than the monthly payment amount that was payable prior to the suspension of payments pursuant to this Section 4.12.

Section 4.13. Designation of Beneficiary. Any person entitled to benefits under the Plan may designate a Beneficiary or Beneficiaries, including contingent or successive Beneficiaries, to receive any payments due under the terms of the Plan on account of the death of such person (except as otherwise provided in Sections 4.7 and 5.l hereof). The right to designate a Beneficiary or to change a prior designation shall continue so long as such person is living and entitled to benefits under this Plan. If any person entitled to benefits under this Plan fails to designate a Beneficiary, or if his designated Beneficiary predeceases him, all amounts payable to such person’s Beneficiary under the provisions of this Plan shall be paid either in a lump sum or in installments to such Beneficiary or Beneficiaries determined as follows: the Participant’s (a) Surviving Spouse; (b) surviving children; (c) surviving grandchildren; (d) surviving parents; (e) surviving brothers and sisters; or (f) executors or administrators. Any determination or direction made by the Committee in good faith as to the rights or identity of any Beneficiary shall be conclusive on all persons, and neither an Employer, the Committee, nor an Employer’s officers or employees shall be liable to any person on account of any error in such decision or determination. Any payment made in accordance with this Section shall fully acquit and discharge the Committee, each

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Employer, the Trustee, their officers and employees from all future liability with respect to the amount so paid. A distribution of Plan benefits under this Section 4.13 shall be made in accordance with the minimum required distribution rules of Code Section 401(a)(9), including the minimum distribution incidental benefit requirements of Treasury Regulation Section 1.401(a)(9)-2.

Section 4.14. Direct Rollovers. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

(a) Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer securities); and any distribution made from a tax-qualified retirement plan on account of financial hardship.

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(b)	Eligible Retirement Plan. An Eligible Retirement Plan is an individual retirement account described in Section 408(a) of the Code; an individual retirement annuity described in Section 408(b) of the Code; an annuity plan described in Section 403(a) of the Code; a plan described in Code Section 403(b); a plan described in Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, that agrees to separately account for amounts transferred into such plan from this Plan; or a qualified trust described in Section 401(a) of the Code, that accepts the Distributee’s Eligible Rollover Distribution.
(c)	Distributee. A Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code and Section 206(d)(3) of ERISA, are Distributees with regard to the interest of the Spouse or former Spouse.
(d)	Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

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ARTICLE V. Death Benefits

Section 5.1. Death of a Participant Prior to Retirement. Except where Section 5.2 is applicable, in the event of the death of a Participant prior to retirement, a death benefit equal to the Actuarial Equivalent of the vested portion of such Participant’s Basic Pension, if any, shall be payable, either in a lump sum, or in installments, as provided in section 4.13, as of the Participant’s date of death, and as soon as practicable thereafter.

Section 5.2. Death of a Married, Vested Participant Prior to Commencement of Benefits. If a vested Participant who has a Spouse dies before benefits have commenced, then the Participant’s benefit shall be paid to his Surviving Spouse in the form of a Qualified Preretirement Survivor Annuity, unless the Participant waives the application of this Section 5.2 within the Election Period.

(a)

Election Period. With respect to an election under this Section 5.2(a), the Election Period is the period which begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the date of the Participant’s death. If a Participant’s severance from service date is prior to the first day of the Plan Year in which age 35 is attained, with respect to the Participant’s accrued benefits as of the date of separation, the Election Period shall begin on the date of separation.

(b)

Notice Requirements. The Plan Administrator shall provide each Participant within the period beginning on the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year in which the Participant attains age 35, a written explanation of the

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Qualified Preretirement Survivor Annuity in such terms and in such manner as would be comparable to the explanation of the Qualified Joint and Survivor Annuity set forth in Section 4.7. If a Participant enters the Plan after the first day of the Plan Year in which the Participant attained age 32, the Plan Administrator shall provide notice no later than the close of the second Plan Year succeeding the entry of the Participant into the Plan.

(c)

A Participant may, during the Election Period, waive a Qualified Preretirement Survivor Annuity for his Spouse by making a specific written waiver of such automatic election on a form provided by the Committee, by having the Participant’s Spouse consent to such waiver in writing and acknowledge the effect thereof, by having the Spouse’s consent notarized, and by filing the form with the Committee. If no consent is given by the Spouse, waiver of the automatic election may be accomplished without such consent if it is established to the satisfaction of the Committee that the consent cannot be obtained because there is no Spouse, the Spouse cannot be located or other reasons exist as specified in regulations prescribed by the Secretary of the Treasury. If a Participant who has vested Retirement Benefits and who has not waived the Qualified Preretirement Survivor Annuity dies leaving a Spouse, such Spouse shall be eligible for a Qualified Preretirement Survivor Annuity. A Participant may waive or revoke a waiver of the Qualified Preretirement Survivor

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Annuity pursuant to this paragraph in writing at any time prior to the first to occur of the Participant’s Retirement Date or his death.

(d)

Qualified Preretirement Survivor Annuity. The Qualified Preretirement Survivor Annuity, in the case of a Participant who dies after attaining age 55, shall be equal to the amount that would have been payable as a joint and survivor annuity under Section 4.7 had the Participant retired on the day immediately preceding the date of his death. The amount of such benefit, in the case of a Participant who dies before attaining age 55, shall be equal to the amount that would have been payable as a joint and survivor annuity under Section 4.7 had the Participant retired on the date of his death, survived to age 55 and died on the day after the day the Participant would have attained age 55.

Section 5.3. Death After Retirement. In the event of the death after retirement of a Participant, the Basic Pension of such Participant under the Plan will terminate unless an optional benefit, as provided for in Section 4.7 and 4.9 hereof, was elected.

ARTICLE VI. Nonalienation of Benefits

     Subject to the following sentence, the Trust Fund shall not in any manner be liable for or subject to the debts or liabilities of any Participant. Except to the extent to which Participants are permitted by the provisions of the Plan to designate a Beneficiary or Beneficiaries to receive payments under the Plan, and except as to the payment of benefits to the extent necessary to comply with any judgment, decree or other order which the Committee determines is a “Qualified Domestic Relations Order” as defined in Section 414(p)(1)(B) of the Code and Section 206(d)(3) of ERISA, no Retirement Benefit or other benefit at any time

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payable from the Trust Fund shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind. The Committee will adopt rules for determining whether any judgment, decree or order received by the Plan is a Qualified Domestic Relations Order and for administering payments under any such order.

ARTICLE VII. Administration

Section 7.1. Plan Administrator and Fiduciary. The Plan shall be administered by a Retirement Plan Committee composed of not less than three nor more than seven individuals appointed by the Company who shall hold office at the pleasure of the Company. Any member of the Committee may resign by delivering his written resignation to the Company. Vacancies in the Committee arising by resignation, death, removal or otherwise, shall be filled by the Company. The Committee shall be the administrator of the Plan, a fiduciary under the Plan, and a named fiduciary under the Trust Fund in accordance with ERISA. A member of the Committee may not participate in the decision of any question as that relates solely to his own rights as a Participant.

Section 7.2. Compensation and Expenses. Members of the Committee shall serve as such without compensation. All expenses of the Committee shall be paid by the Employer. Such expenses shall include any expenses incident to the functioning of the Committee, including, but not limited to, fees of actuaries, accountants, counsel and other specialists and other costs of administering the Plan.

Section 7.3. Manner of Action. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions adopted, and other actions taken by the Committee at any meeting shall be by

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the vote of a majority of those present at any such meeting. The Committee may also take action other than at a meeting by unanimous consent of the members at the time in office.

Section 7.4. Chairman, Secretary and Employment of Specialists. The members of the Committee shall elect one of their number as Chairman and shall elect a Secretary who may, but need not, be a member of the Committee. They may appoint from their number such committees with such powers as they shall determine, may authorize one or more of their number or any agent to execute or deliver any instrument or instruments in their behalf, and may employ at the Employer’s expense such counsel, auditors and other specialists and such clerical, medical, actuarial and other services as they may require in carrying out the provisions of the Plan. To the extent permitted by law, the members of the Committee shall be fully protected in any action taken in good faith and in relying upon any opinions or reports which shall be furnished the Committee by any actuary, accountant, counsel or other specialist.

Section 7.5. Records. All resolutions, proceedings, acts and determinations of the Committee shall be recorded by the Secretary thereof or under his supervision, and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved in the custody of the Secretary.

Section 7.6. Rules. Subject to the limitations contained in the Plan, the Committee shall be empowered from time to time in its discretion to adopt by-laws and establish rules for the conduct of its affairs and the exercise of the duties imposed upon it under the Plan.

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Section 7.7. Administration. The Committee shall be responsible for the administration of the Plan. The Committee shall have all such powers as may be necessary to carry out the provisions hereof and may, from time to time, establish rules for the administration of the Plan and the transaction of the Plan’s business. The Committee shall have the exclusive right to make any finding of fact necessary or appropriate for any purpose under the Plan including, but not limited to, the determination of the eligibility for and the amount of any benefit payable under the Plan. The Committee shall have the exclusive right to interpret the terms and provisions of the Plan and to determine any and all questions arising under the Plan or in connection with the administration thereof, including, without limitation, the right to remedy or resolve possible ambiguities, inconsistencies or omissions, by general rule or particular decision. In addition, the Committee shall have the right to amend the Plan, provided that no amendment adopted by the Committee may have the effect of:

(a)	altering the eligibility requirements to become a Participant, or the date an Employee becomes a Participant;
(b)	changing the calculation of a Participant’s Retirement Benefit;
(c)	changing the eligibility requirements for any Retirement Benefit;
(d)	altering the Committee’s duties and powers under Article VII; or
(e)	modifying Section 8.3 or Article IX;

provided, however, that an amendment adopted by the Committee may have an effect described in (a) — (e) above, but only to the extent that:

(1) it is made at the direction of the Company;

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(2)	it is of a technical nature and its effect is, in the Committee’s judgment, de minimus; or
(3)	the Committee has been advised in writing by legal counsel that the amendment is necessary to retain the Plan’s tax-qualified status or to satisfy some other substantive legal requirement.

All findings of fact, determinations, interpretations and decisions of the Committee shall be conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.

Section 7.8. Claims Review; Appeals. If any applicant makes a claim for benefits under the Plan and the claim is wholly or partially denied, the following procedures will apply:

(a) Claims.

(i) Claims Generally. The Committee will give the applicant written or electronic notice of the adverse benefit determination within a reasonable period of time, but no later than 90 days after receipt of the claim. This notice will be written in a manner calculated to be understood by the average Plan Participant and will include the specific reasons for the adverse benefit determination and specific references to any facts or any provisions of the Plan on which the adverse determination is based. If an adverse benefit determination was rendered because specific material or information was not provided to the Committee, the notice will include a description of the additional material or information that

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the applicant must provide in connection with the claim, along with an explanation of why such material or information is necessary. The notice will also provide an explanation of the Plan’s claims appeal procedure and the time limits applicable to such procedure, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination, as set out in paragraph (b) below. If the Committee determines that an extension of time is necessary for processing the claim, the Committee or its delegate shall notify the applicant in writing of such extension, the special circumstances requiring the extension, and the date by which the Committee expects to render the benefit determination. In no event shall the extension exceed a period of 90 days from the end of the initial 90-day period.

(ii)

Claims Involving Disability. If the applicant’s claim involves a determination of Disability, then the procedures in subparagraph (i) will be modified as described in this subparagraph. The 90-day period for response to the claim will be a 45-day period. That 45-day period may be extended by the Plan Administrator for up to 30 days, provided that the Plan Administrator both determines that such an extension is necessary due to matters beyond its control

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and notifies the applicant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Plan Administrator expects to made a decision. If, prior to the end of the first 30-day extension period, the Plan Administrator determines that, due to matters beyond its control, a decision cannot be made within that extension period, the period for making the determination may be extended for up to 30 more days, provided that the Plan Administrator notifies the applicant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Plan Administrator expects to make a decision. In the case of any extension, the notice of extension will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the applicant will be afforded at least 45 days within which to provide the specified information.

(b) Appeals Generally.

(i) An applicant who wishes to use the Plan’s claim appeal procedure must, within 60 days of receiving the Committee’s notice of the

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adverse benefit determination notify the Committee in writing that he wishes the Committee to conduct a review of the adverse benefit determination. Such review will be a full and fair review, and will include the holding of a hearing, if deemed necessary by the Committee. In connection with the applicant’s appeal of the adverse benefit determination, the applicant may review all relevant documents relating to his claim and submit issues and comments in writing. The Committee will review the record of the appeal of the adverse benefit determination and prepare its decision. The Committee will give the applicant notice of the decision on the appeal within 60 days after receipt of the applicant’s request for review, unless special circumstances require an extension of time for processing, but notice will in any event be given within 120 days after receipt of the applicant’s notice of appeal. The Committee shall notify the applicant in writing of any such extension, the special circumstances requiring an extension, and the date by which the Committee expects to render the determination on review. The applicant shall be notified of the Committee’s decision in writing or electronically. In the case of an adverse benefit determination, such notice will be written in a manner calculated to be understood by the average Plan Participant and will include the specific reasons for the denial and specific references to any facts or any provisions of the Plan on which the denial on appeal is based. In addition, such notice shall contain a statement that the applicant is entitled to receive upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the applicant’s claim for

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	benefits, and contain a statement of the applicant’s right to bring an action under Section 502(a) of ERISA.
(ii)	Appeals of Claims Involving Disability. If the applicant’s claim involves a determination of Disability, then the procedures in subparagraph (i) will be modified as described in this subparagraph. The 60-day period to make an appeal in paragraph (c) is extended to 180 days. Any 60-day period (initial or extended) described in paragraph (e) will be a 45-day period. In addition, the appeal procedure must, to the extent relevant, comply with paragraphs (h)(3)(ii) through (v) of Department of Labor Regulations § 2560.503-1.
(iii)	The Committee may adopt additional rules for implementing this Section as are consistent with Department of Labor Regulations Section 2560.503-1.

Section 7.9. Notice of Address. Each person entitled to benefits from the Trust Fund must file with the Committee, in writing, his post office address and each change of post office address. Any communication, statement or notice addressed to such a person at his latest reported post office address will be binding upon him for all purposes of the Plan and neither the Committee nor an Employer or Trustee shall be obliged to search for, or ascertain his whereabouts.

Section 7.10. Data. All persons entitled to benefits from the Plan must furnish to the Committee such documents, evidence or information as the Committee considers necessary or desirable for the purpose of administering the Plan; and each such

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person must furnish such information and sign such documents as the Committee may reasonably require.

Section 7.11. Individual Liability. To the extent permitted by law, it is declared to be the express purpose and intention of the Plan that no liability whatever shall attach to or be incurred by the Committee, stockholders, officers or directors of an Employer or any representatives appointed hereunder by an Employer, under or by reason of any of the terms or conditions of the Plan. Members of the Committee shall be indemnified by the Company for all liability, joint or several, arising out of their acts and omissions and the acts and omissions of their agents and co-fiduciaries in the administration and operation of the Plan, and shall also be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with the defense of any action, suit, or proceeding in which they may be made defendants by reason of their being or having been Committee members, whether or not then serving as such, including the cost of reasonable settlements (other than amounts paid to an Employer) made to avoid costs of litigation and payment of any judgment or decree entered in such action, suit or proceeding. The Company shall not, however, indemnify Committee members with respect to any act finally adjudicated to have been caused by willful misconduct. The right of indemnification shall not be exclusive of any other right to which a Committee member may be legally entitled and it shall inure to the benefit of the legal representatives of the Committee.

Section 7.12. Facility of Payment. If the Committee shall determine that any person to whom benefits are payable is unable to care for his affairs because of illness, accident or

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other incapacity, any payment due from the Plan (unless prior claim therefor shall have been made by a duly qualified guardian, administrator or other legal representative) may be paid to his Spouse, parent, brother or sister, or any other person as the Committee may determine. Any such payment shall be a payment for the account of such person entitled thereto and shall, to the extent thereof, be a complete discharge of any liability of the Plan to such person.

Section 7.13. No Enlargement of Employee Rights. Nothing contained in the Plan shall be deemed to give any Employee or Participant the right to be retained in the service of an Employer or to interfere with the right of an Employer to discharge or retire any Employee or Participant at any time.

ARTICLE VIII. Financing

Section 8.1. Funding. A Trustee shall be designated by the Company and a Trust Agreement executed between the Company and the Trustee, and an insurance company may be designated by the Company and an insurance contract executed between the Company and the insurance company, under the terms of which a retirement fund shall be established to receive and hold contributions payable by the Employers, interest and other income, and to pay the benefits provided by the Plan. Any Trust Agreement or insurance contract entered into shall be deemed to form a part of the Plan and any and all rights and benefits which may accrue to any person under the Plan shall be subject to all the terms and provisions of any such Trust Agreement or insurance contract. The Company may modify any Trust Agreement or insurance contract from time to time to accomplish the purpose of

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the Plan and may replace any insurance company or Trustee, and appoint a successor Trustee or Trustees.

Section 8.2. Company Contributions. The Company shall make contributions to the Trust Fund in an amount, determined by an actuary selected by the Committee, to be required under accepted actuarial principles to at least meet the minimum funding standard requirements of the Code. Forfeitures arising under the Plan for any reason shall be used as soon as possible to reduce Employer contributions under the Plan. Except as provided in Title IV of ERISA, all benefits under the Plan shall be payable only from the Trust Fund and no liability for the payment of benefits under the Plan shall be imposed upon the Employer, Committee or officers, directors or shareholders of the Employer.

Section 8.3. Nonreversion. Except as provided in this section, no Employer shall have any right, title or interest in the contributions made by it under the Plan and no part of the Trust Fund shall revert to an Employer or for an Employer’s benefit, except that:

(a)	Upon termination of the Plan and the allocation and distribution of the Trust Fund as provided herein, any funds remaining in the Trust Fund with respect to an Employer because of an erroneous actuarial computation after the satisfaction of all fixed and contingent liabilities under the Plan may revert to that Employer.
(b)	If a contribution is made to the Trust Fund by an Employer by a mistake of fact, then such contribution shall be returned to that Employer within one year after the payment of the contribution; and if any part or all of a

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contribution is disallowed as a deduction under Section 404 of the Code with respect to an Employer, then to the extent a contribution is disallowed as a deduction it may be returned to that Employer within one year after the disallowance. Contributions made to the Trust Fund by an Employer shall be conditioned upon deductibility.

ARTICLE IX. Amendment and Termination

Section 9.1. Amendment and Termination. While the Company expects the Plan to continue until March 31, 2014, future conditions affecting the Company cannot be anticipated or foreseen, and therefore the Company cannot and does not guarantee that Hours of Service and/or Credited Service will continue to be credited through March 31, 2014, and the Company must necessarily and does hereby reserve the right to amend, modify or terminate the Plan at any time, and the right to amend the Plan at any time by action of the Committee, as permitted under Section 7.7. The Company may make any modifications or amendments to the Plan that are necessary or appropriate to qualify or maintain the Plan and related Trust as a plan and trust meeting, respectively, the requirements of Sections 40l(a) and 501(a) of the Code or any other applicable provisions of the Code or the regulations issued thereunder. No amendment of the Plan shall cause any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their Beneficiaries covered by the Plan. Notwithstanding anything in this Plan to the contrary, a Participant’s accrued benefits may not be decreased by an amendment of the Plan, other than an amendment described in Section 4l2(c)(8) of the Code.

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Section 9.2. Distribution on Termination. Upon termination of the Plan or upon termination of the Plan with respect to a group of Participants which constitutes a partial termination of the Plan, that portion of any assets then held in the Trust Fund with respect to the affected Participants shall be allocated after payment of all expenses of administration or liquidation, among the affected Participants, for the following purposes and in the following manner and order, to the extent of the sufficiency of such assets:

(a) First, to provide all or that part of his benefit under Article IV or Article V hereof for each Participant (or his Spouse or Beneficiaries) who either:

(i)

Has begun to receive benefit payments at the date which is three years prior to the date of termination of the Plan, or

(ii)

Could have begun to receive benefit payments at the date which is three years prior to the date of termination of the Plan if the Participant would have been eligible to retire under Section 4.l, 4.2, 4.3, 4.4 or 4.6 prior thereto and begin to receive benefit payments three years prior to the date of termination of the Plan, which is equal to the smallest benefit (he was receiving or could have received) which would be provided for such person under the Plan based on its provisions as in effect during the five-year period ending on the date of termination of the Plan; and for this purpose the lowest benefit payment received under (i) above during the

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three years prior to the date of termination of the Plan shall be considered to be the benefit he was receiving at the date which is three years prior to termination of the Plan. Allocation shall be made on a pro-rata basis based on the then-present value of the benefits under this paragraph (a), if assets are not sufficient to provide such benefits in full.

(b) Second, if any assets remain, to provide all or that part of his remaining (after (a) above) benefit under Articles IV or V hereof that is guaranteed under Section 4022 of ERISA for each remaining Participant (or his Spouse or Beneficiaries) who does not qualify under (a) (ii) above but who either:

(i)	Has begun to receive benefit payments later than three years prior to the date of termination of the Plan, or
(ii)	Would have been eligible to retire under Section 4.l, 4.2, 4.3, 4.4 or 4.6 at the date of termination of the Plan and be eligible to receive benefit payments thereunder, or
(iii)	Had attained his Vested Retirement Age at the date of termination of the Plan and would have been eligible to terminate Continuous Service at the date of termination of the Plan and be eligible to receive Deferred Vested Retirement Benefit payments under Section 4.5 of the Plan, which is equal to the smallest benefit that would be provided for such person under the Plan based on its provisions as in effect during the five-year period ending on the date of termination of the Plan. Allocation shall be made on a pro-rata basis based on the then-present value of the benefits under

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this paragraph (b) if assets are not sufficient to provide such benefits in full.

(c) Third, if any assets remain, to provide that part, if any, of his benefit under Article IV or Article V hereof for each Participant (or his Spouse or Beneficiaries) described in (a) and (b) above, which is not provided for under (a) or (b) above, in the following order of priority if such remaining assets are not sufficient to provide all of such part of such benefits for all such persons:

(i)

To provide such part of the benefits which would be provided for such person under the Plan based on its provisions as in effect at the beginning of the five-year period ending on the date of termination of the Plan; and on a pro-rata basis based on the then-present value of such benefits under this paragraph (i) if such assets are not sufficient to provide such benefits described in this paragraph (i) in full; provided, however, if such assets are more than sufficient to provide such benefits described in this paragraph (i) in full, then the assets available under this paragraph (c) shall be allocated as provided in (ii) below.

(ii)

To provide such part of the benefits which would be provided for such persons under the Plan based on its provisions as in effect as amended by the most recent Plan amendment effective during the five-year period ending on the date of termination of the Plan under which the assets under this paragraph (c) are sufficient to provide such benefits in full; and with any assets remaining thereafter to be allocated to provide such part of the benefits which would be

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provided for such persons under the Plan based on its provisions as in effect as amended by each next succeeding Plan amendment effective during such five-year period.

(d)

Fourth, if any assets remain, to provide all other benefits under Article IV or Article V hereof for each Participant which are not provided for above, accrued to the date of termination of the Plan, and in the order of priority described in (c) (i) and (ii) above if assets are not sufficient to provide such benefits in full.

(e)

If any assets remain, they may revert to an Employer, but only as provided in Section 8.3(a) hereof. The benefits to be provided by the allocations outlined above in this Section 9.2 shall be fully vested and nonforfeitable as of the date of such termination of the Plan for distribution to the persons entitled thereto, and distribution may be implemented through the continuance of the Trust Fund, or the creation of a new retirement fund for that purpose, or by purchase of nontransferable annuity contracts, or by a combination thereof. Provided that no discrimination in value results, an Employer may direct that any or all of the benefits to be provided by such allocations may be computed on an actuarial basis and distributed as an Actuarial Equivalent immediate cash payment.

Section 9.3. Effect of Bankruptcy or Other Contingencies Affecting the Company. In the event the Company is judicially declared bankrupt or insolvent, or in the event of

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the dissolution or reorganization of the Company or its merger into or consolidation with another company or the sale by the Company of all or substantially all of its assets, without provision for continuing the Plan, the Plan shall be terminated and the funds held in the Plan distributed as provided herein; provided, however, that in any such event whereby a successor person, firm or company, or any purchaser of all or substantially all of the Company’s assets shall continue to carry on all or a substantial part of the Company’s business, and such successor or such purchaser shall elect to carry on the provisions of the Plan, such successor or purchaser shall be substituted for the Company hereunder upon the filing in writing of its election to do so with the Company.

Section 9.4. Merger or Consolidation of Plan. In the event of a merger or consolidation with, or transfer of Plan assets or liabilities to, any other plan, each Participant in the Plan shall (if the Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation or transfer (if the Plan had then terminated).

Section 9.5. Employees of Acquired Businesses.

(a) Applicability. From time to time, as a result of mergers, acquisitions or other corporate transactions, persons will become Employees as defined in Section 2.12 of the Plan, because the entities which employ them become Employers as defined in Section 2.13 of the Plan as a result of such transactions. In general, the provisions of the Plan shall be applied to each such Employee as if he first became an Employee on the first date that the

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entity which employs him meets the definition of Employer. However, the Committee may, pursuant to this Section 9.5, provide special rules for the application of the provisions of the Plan to persons who become Employees as a result of mergers, acquisitions or other corporate transactions.

(b)

Schedules. With respect to any group of Employees who become Employees as a result of a merger, acquisition or other corporate transaction, the Committee may adopt a Schedule which will set forth any special rules with respect to Compensation, eligibility to become a Participant, Years of Service or other items which shall be applied to such Employees. Each such Schedule is to be interpreted as a part of the Plan and, to the extent there is any conflict between a Schedule and another provision of the Plan, the Schedule shall control. No Schedule shall, however, be given effect to the extent that it would result in discrimination in contributions or benefits under the Plan in favor of any Highly-Compensated Employee, in violation of Code Section 401(a)(4).

ARTICLE X. Temporary Restrictions on Benefits

     Notwithstanding any other provisions in the Plan to the contrary, if, after payment of benefits provided under the Plan for a Participant (including subsequently Retired Participants) who is among the 25 most Highly-Compensated Employees for such year: (a) the value of Plan assets would be less than 110% of the value of the Plan’s current liabilities, as defined in Code Section 412(1)(7); (b) the value of the benefits payable to such Participant under the Plan would equal or exceed 1% of the Plan’s current liabilities; or (c) the value of the

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benefits payable to such Participant would exceed the amount described in Code Section 411(a)(11)(A); then, annual distributions to such Participant shall not exceed an amount equal to the payment that would be made under a single life annuity that is the Actuarial Equivalent of the sum of the Participant’s Retirement Benefit and other benefits available under the Plan.

ARTICLE XI. Applicable Law

     The Plan and all rights hereunder shall be governed by and construed according to ERISA and any subsequent amendment thereto and the laws of the State of Illinois, provided that in the case of conflict the provisions of ERISA shall control.

ARTICLE XII. Adoption and Withdrawal of Affiliated Company

Section 12.1. Adoption. An Affiliated Company authorized by the Company to adopt the Plan may do so by appropriate action which:

(a)	Directs that the Affiliated Company becomes a party to the Trust Agreement;
(b)	Specifies the date upon which the Plan becomes effective with respect to the Employees of the Affiliated Company;
(c)	Prescribes the period, if any, during which an Employee’s employment with the Affiliated Company prior to the adoption of the Plan by the Affiliated Company shall be deemed Service for purposes of the Plan.

Section 12.2. Withdrawal. Any Affiliated Company that has adopted the Plan may at any time withdraw from the Plan upon giving the Committee and the Trustee at least 30 days’ notice in writing of its intention to withdraw. Upon the withdrawal of an Affiliated Company, the Committee may cause a segregation of the withdrawing Affiliated Company’s proportionate share of the assets of the Trust Fund (as

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determined by the Committee). The determination of which assets are to be segregated shall be made by the Trustee in its sole discretion. If the withdrawing Affiliated Company adopts another pension plan qualified under Section 40l of the Code, the Committee may direct the transfer of the segregated assets to the funding medium maintained under the Plan. If there is a partial termination of the Plan, as a result of the withdrawal, the termination provisions of the Plan and Trust shall apply.

ARTICLE XIII. Top-Heavy Plan Provisions

     The Retirement Plan Committee shall determine annually as of the Determination Date whether the Plan is a Top-Heavy Plan. Notwithstanding anything herein to the contrary, if the Plan is Top-Heavy as determined pursuant to Section 4l6 of the Code on any Determination Date, then the Plan shall meet the following requirements for any such Plan Year:

Section 13.1. Minimum Vesting Requirements. A Participant’s vested benefit under Section 4.11 shall be determined in accordance with the following schedule and not Section 4.11:

Years of Continuous Service	Vested Percentage
0-2 3 or more	0% 100%

In the event that the Top-Heavy Plan ceases thereafter to be Top-Heavy and the schedule in this Section was in effect, each Participant’s vested interest shall again be determined under Section 4.11, provided that a Participant’s vested interest shall not be reduced thereby. To the extent required by Section 411(a)(10) of the Code and final Regulations of the

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	Department of Treasury under Section 4l6 of the Code, if the determination of a Participant’s vested interest is changed from the use of Section 4.11 to the use of Section 13.1, each Participant with at least three years of Continuous Service may elect to continue to have his vested interest computed under the formerly applied vesting schedule. Such a Participant shall make the foregoing election no later than the last to occur of the following:
(a)	The date that is 60 days after the date on which the change in vesting schedules is adopted;
(b)	the date that is 60 days after the date on which the change in vesting schedules is effective; or
(c)	the date that is 60 days after the date on which the Participant receives written notice of the change in vesting schedule.

Section 13.2. Minimum Benefit. It is intended that each Employer will meet the minimum benefit requirements of Sections 4l6(c) and (h) of the Code by providing a minimum benefit for such Plan Year for each of its Participants who are Non-Key Employees. Such minimum benefit, when expressed as an annual Retirement Benefit payable in the form of a single life annuity beginning at Normal Retirement Age, shall not be less than the Participant’s average Compensation for years in the “testing period” multiplied by the lesser of:

(a)	the number of Years of Service with the Employer; or
(b)	20%.

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For purposes of this Section, “Years of Service” shall be determined under the rules of Section 4.11(a)(4), (5) and (6) of the Code but excluding any year of service if (A) the Plan was not a Top-Heavy Plan for any Plan Year ending during such year of service, or (B) such year of service was completed in a Plan Year beginning before January l, 1984. A Participant’s “testing period” for purposes of determining his average Compensation under this section is the five consecutive year period during which the Participant had the greatest aggregate Compensation, excluding years not included in a Year of Service, years ending in a Plan Year beginning before January l, 1984, and years beginning after the close of the last Plan Year in which the Plan is a Top-Heavy Plan. Such minimum benefit shall be increased in any Plan Year in which the Plan is not a Super Top-Heavy Plan to not more than the lesser of 3% per Year of Service or 30% of such Participant’s average Compensation for years in the testing period pursuant to Section 4l6(h)(2)(A) of the Code for any year in which his Employer also maintains a defined-contribution plan if necessary to avoid the application of Section 4l6(h)(l) of the Code. No minimum benefit will be required for a Participant under this Plan if his Employer maintains another qualified plan under which a minimum benefit or contribution is being made or funded for such year for the Participant in accordance with Section 4l6(c) and (f) of the Code and the Employer elects by written resolution or in such other plan to have such other plan meet such minimum benefit requirements. For purposes of satisfying the minimum benefit requirement of Section 416(c)(1) of the Code and the Plan, in determining Years of Service with the Employer, any service with the Employer

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shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no Key Employee or former Key Employee.

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     Executed this 25^th day of January, 2007

ATTEST:	NUVEEN INVESTMENTS, LLC
/s/ John L. MacCarthy	By	/s/ Larry W. Martin
Secretary		Larry W. Martin
		Vice President

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APPENDIX A

Whenever the amount of a benefit is to be determined by a procedure which requires the use of actuarial assumptions, the following assumptions, where applicable, shall be utilized:

(A) With respect to payments other than in the form of a lump sum or the Level Income Option:

1.	1971 Group Annuity Morality Table.
2.	Weighting of annuities using 70% male and 30% female.
3.	7% interest rate.

(B) With respect to payments made in the form of a lump sum or the Level Income Option:

1.	The applicable mortality table prescribed by the Internal Revenue Service pursuant to Code Section 417(e)(3). For distributions from the Plan made prior to December 31, 2002, this is the mortality table described in Revenue Ruling 95-6. For distributions from the Plan made on or after December 31, 2002, the mortality table shall be the mortality table described in Revenue Ruling 2001-62.
2.	Interest rate equal to the average yield in November of the preceding Plan Year on 30-year Treasury Constant Maturities (as published in December by the Internal Revenue Service).

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EX-21

Exhibit 21

List of Subsidiaries*
(As of February 28, 2007)

Subsidiary	State or Jurisdiction
	of Organization
Nuveen Asia Investments, Inc.		Delaware
Nuveen Asset Management		Delaware
Nuveen Commodities Asset Management, LLC		Delaware
Nuveen Investments Canada Co.		Nova Scotia
Nuveen Investments Advisers Inc.		Delaware
Nuveen Investments Holdings, Inc.		Delaware
Nuveen Investments, LLC		Delaware
Nuveen Investments Institutional Services Group LLC		Delaware
NWQ Holdings, LLC		Delaware
NWQ Investment Management Company, LLC		Delaware
Rittenhouse Asset Management, Inc.		Delaware
Santa Barbara Asset Management, LLC		Delaware
Symphony Asset Management LLC		California
Tradewinds Global Investors, LLC		Delaware

* All subsidiaries are 100% owned, directly or indirectly, by the Registrant, except that the limited liability companies relating to NWQ, Tradewinds, Santa Barbara Asset Management and Symphony have granted certain managers non-controlling member interests. These interests allow their owners to participate in the growth of profits above specified levels during specified periods. The Registrant has the right to acquire all of these interests in the future.

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Nuveen Investments, Inc.:

We consent to the incorporation by reference in the registration statement on Form S-3 (Registration No. 333-127211) and the registration statements on Form S-8 of Nuveen Investments, Inc. (Registration Nos. 333-125157 and 333-123175) of our report dated February 26, 2007, with respect to the consolidated balance sheets of Nuveen Investments, Inc. as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in common stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the December 31, 2006, annual report on Form 10-K of Nuveen Investments, Inc.

/s/ KPMG LLP

Chicago, Illinois
February 26, 2007

EX-24

Exhibit 24

NUVEEN INVESTMENTS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the Chairman, Chief Executive Officer and a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN L. MACCARTHY and LARRY W. MARTIN, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K of Nuveen Investments, Inc. for the year ended December 31, 2006 pursuant to the requirements of the Securities Exchange Act of 1934, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 22nd day of February 2007.

/s/ Timothy R. Schwertfeger  

Timothy R. Schwertfeger 

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

On this 22nd day of February 2007, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth.

(SEAL)	/s/ Jose A. Visaya
	Notary Public

My Commission Expires: May 15, 2009

NUVEEN INVESTMENTS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the President and a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN L. MACCARTHY and LARRY W. MARTIN, (with full power to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K of Nuveen Investments, Inc. for the year ended December 31, 2006 pursuant to the requirements of the Securities Exchange Act of 1934, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 22nd day of February 2007.

/s/ John P. Amboian  

John P. Amboian 

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

On this 22nd day of February 2007, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth.

(SEAL)	/s/ Jose A. Visaya
	Notary Public

My Commission Expires: May 15, 2009

NUVEEN INVESTMENTS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and JOHN L. MACCARTHY, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K of Nuveen Investments, Inc. for the year ended December 31, 2006 pursuant to the requirements of the Securities Exchange Act of 1934, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 26th day of February 2007.

/s/ Pierre E. Leroy  

Pierre E. Leroy 

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

On this 26th day of February 2007, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth.

(SEAL)	/s/ Leslie A. Adams
	Notary Public

My Commission Expires: February 9, 2008

NUVEEN INVESTMENTS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and JOHN L. MACCARTHY, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K of Nuveen Investments, Inc. for the year ended December 31, 2006 pursuant to the requirements of the Securities Exchange Act of 1934, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 22^nd of February 2007.

/s/ Duane Kullberg  

Duane R. Kullberg 

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

On this 22nd day of February 2007, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth.

(SEAL)	/s/ Leslie A. Adams
	Notary Public

My Commission Expires: February 9, 2008

NUVEEN INVESTMENTS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and JOHN L. MACCARTHY, and each of them (with full power to each of them to act alone) her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and on her behalf and in her name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K of Nuveen Investments, Inc. for the year ended December 31, 2006 pursuant to the requirements of the Securities Exchange Act of 1934, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set her hand this 23rd day of February 2007.

/s/ Connie K. Duckworth  

Connie K. Duckworth 

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

On this 23rd day of February 2007, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be her voluntary act and deed for the intent and purposes therein set forth.

(SEAL)	/s/ Jose A. Visaya
	Notary Public

My Commission Expires: May 15, 2009

NUVEEN INVESTMENTS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and JOHN L. MACCARTHY, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K of Nuveen Investments, Inc. for the year ended December 31, 2006 pursuant to the requirements of the Securities Exchange Act of 1934, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 27^th day of February 2007.

/s/ Roderick A. Palmore  

Roderick A. Palmore 

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

On this 27^th day of February 2007, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth.

(SEAL)	/s/ Rosemarie Pisowicz
	Notary Public

My Commission Expires: October 5, 2007

NUVEEN INVESTMENTS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and JOHN L. MACCARTHY, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K of Nuveen Investments, Inc. for the year ended December 31, 2006 pursuant to the requirements of the Securities Exchange Act of 1934, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 22nd day of February 2007.

/s/ Willard L. Boyd  

Willard L. Boyd 

STATE OF	IOWA	)
		)	SS
COUNTY OF	JOHNSON	)

On this 22nd day of February 2007, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth.

(SEAL)	/s/ Rebecca A. Yoder
	Notary Public

My Commission Expires: January 13, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Schwertfeger, certify that:

1. I have reviewed this report on Form 10-K of Nuveen Investments, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2007	/s/ Timothy R. Schwertfeger
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John P. Amboian, certify that:

1. I have reviewed this report on Form 10-K of Nuveen Investments, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2007	/s/ John P. Amboian
	President

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Glenn R. Richter, certify that:

1. I have reviewed this report on Form 10-K of Nuveen Investments, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2007	/s/ Glenn R. Richter
	Executive Vice President and Chief Administrative Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K for the period ending December 31, 2006, as filed with the Securities and Exchange Commission (the “Report”) of Nuveen Investments, Inc. (the “Company”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of the Company, hereby certifies that:

     (i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated as of this 23rd day of February 2007.

/s/ Timothy R. Schwertfeger  

Timothy R. Schwertfeger 

Chief Executive Officer 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K for the period ending December 31, 2006, as filed with the Securities and Exchange Commission (the “Report”) of Nuveen Investments, Inc. (the “Company”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as President of the Company, hereby certifies that:

     (i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated as of this 26th day of February 2007.

/s/ John P. Amboian  

John P. Amboian 

President 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3

Exhibit 32.3

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K for the period ending December 31, 2006, as filed with the Securities and Exchange Commission (the “Report”) of Nuveen Investments, Inc. (the “Company”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Senior Vice President, Finance of the Company, hereby certifies that:

     (i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated as of this 26th day of February 2007.

/s/ Glenn R. Richter  

Glenn R. Richter 

Executive Vice President and Chief Administrative
Officer (Principal Financial Officer) 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.