S-4/A

As filed with the Securities and Exchange Commission on August 24, 2009

Registration Statement No. 333-159221

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NUVEEN INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)

Delaware	6282	36-3817266
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

John L. MacCarthy
333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Name, address, including zip code, and telephone, including area code, of agent for service)

with a copy to:

Steven J. Gavin
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company) Smaller reporting company o

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
Windy City Investments, Inc.	Delaware	6282	26-0373324
Nuveen HydePark Group, LLC	Delaware	6282	N/A
Nuveen Asset Management	Delaware	6282	31-0942504
Nuveen Investments Advisers Inc.	Delaware	6282	04-3714572
Nuveen Investments Holdings, Inc.	Delaware	6282	36-7364377
Nuveen Investments Institutional Services Group LLC	Delaware	6282	86-1071549
NWQ Holdings, LLC	Delaware	6282	02-0767175
NWQ Investment Management Company, LLC	Delaware	6282	47-0875103
Nuveen Investment Solutions, Inc.	Illinois	6282	36-3293941
Rittenhouse Asset Management, Inc.	Delaware	6282	23-2119472
Santa Barbara Asset Management, LLC	Delaware	6282	20-3432117
Symphony Asset Management LLC	California	6282	94-3252504
Tradewinds Global Investors, LLC	Delaware	6282	02-0767178
Winslow Capital Management, Inc.	Minnesota	6282	41-1719690

        The address of each of the additional registrants is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 24, 2009

PROSPECTUS

Offer to Exchange
10¹/2% Senior Exchange Notes due 2015
for all Outstanding
10¹/2% Senior Notes due 2015 issued on November 13, 2007

Nuveen Investments, Inc.

        We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the exchange offer), $785,000,000 aggregate principal amount of our 10¹/2% Senior Exchange Notes due 2015 (the "New Notes") for the 10¹/2% Senior Notes due 2015 that we issued, subject to resale restrictions, on November 13, 2007 in an aggregate principal amount of $785,000,000 (the "Old Notes" and, collectively with the New Notes, the "Notes").

The New Notes and the Guarantees

        The terms of the New Notes are identical in all material respects to the Old Notes, except that the registration rights and related liquidated damages provisions and the transfer restrictions applicable to the Old Notes are not applicable to the New Notes. The New Notes will be senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness. The New Notes will be fully and unconditionally guaranteed by each of our current and future direct and indirect domestic restricted subsidiaries that guarantee debt under our senior secured credit facilities.

        The Notes are not traded on any national securities exchange and have no established trading market.

The Exchange Offer

        The exchange offer will expire at 5:00 p.m., New York City time, on                , 2009, unless extended. Subject to the satisfaction or waiver of specified conditions, we will exchange New Notes for all Old Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. Tenders of Old Notes may be withdrawn at any time before the expiration of the exchange offer. We will not receive any proceeds from the exchange offer.

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities during the period beginning on the consummation of the exchange offer and ending on the close of business 180 days after the consummation of the exchange offer, or such shorter period as will terminate when all New Notes held by broker-dealers for their own account have been sold pursuant to this prospectus. See "Plan of Distribution."

The exchange offer involves risks. See "Risk Factors" beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2009

        You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information or represent anything not contained in this prospectus, and, if given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to sell the New Notes in any jurisdiction where an offer or sale is not permitted.

        This prospectus incorporates business and financial information about the Company that is not included in or delivered with this prospectus. This information is available free of charge to security holders upon written or oral request to: Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606; Attention: John L. MacCarthy (telephone (312) 917-7700). To obtain timely delivery, security holders must request this information no later than five business days before the date they must make their investment decision. Security holders must request this information by                        , 2009.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		11
Cautionary Note Regarding Forward-Looking Statements		25
The Exchange Offer		27
Use of Proceeds		35
Ratio of Earnings to Fixed Charges		36
Capitalization		37
Selected Consolidated Financial Data for Nuveen Investments		38
Management's Discussion and Analysis of Financial Condition and Results of Operations		39
Business		70
Management		84
Executive Compensation		87
Security Ownership of Principal Shareholders and Management		102
Certain Relationships and Related Party Transactions		104
Description of Certain Indebtedness		105
Description of the New Notes		108
Exchange Offer; Registration Rights		177
U.S. Federal Income Tax Considerations		178
Plan of Distribution		179
Legal Matters		179
Experts		179
Available Information		180
Index to Consolidated Financial Statements of Nuveen Investments		F-1

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you need to consider in deciding whether to participate in the exchange offer. This summary is qualified in its entirety by the more detailed information and consolidated financial statements and notes thereto appearing elsewhere in this prospectus. You should read carefully this entire prospectus and should consider, among other things, the matters set forth in the section entitled "Risk Factors" before deciding to participate in the exchange offer. Unless otherwise indicated, "Nuveen Investments," "we," "us," "our," and the "Company" refer to Nuveen Investments, Inc., together with its subsidiaries and predecessors. All references to years made in connection with our financial information or operating results are to years ended December 31, unless otherwise indicated.

        On November 13, 2007, we completed the private offering of an aggregate principal amount of $785,000,000 of the Old Notes. We entered into a registration rights agreement with the initial purchasers of the Old Notes in which we agreed, among other things, to deliver to you this prospectus and to offer to exchange your Old Notes for New Notes with substantially identical terms. You should read the discussion under the heading "Description of the New Notes" for further information regarding the New Notes.

        We believe the New Notes issued in the exchange offer may be resold by you without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. You should read the discussion under the heading "The Exchange Offer" for further information regarding the exchange offer and resale of the New Notes.

The Company

        Founded in 1898, our company is a leading provider of investment management services to high-net-worth and institutional investors and the financial consultants and advisors who serve them. We derive substantially all of our revenues from providing investment advisory services and distributing our managed account products, closed-end exchange-traded funds ("closed-end funds") and open-end mutual funds ("open-end funds" or "mutual funds"). We have a history of innovation in investment products, conservatism in investment approach and attentive client service. We have developed a distinctive, multi-boutique business model that features seven independently branded investment managers, each of which has its own investment strategies and dedicated investment, research and trading personnel. Our investment teams are supported by our scaled distribution, service and operations platform. In addition, our company possesses a well-balanced mix of managed account products, closed-end funds, and open-end funds across equity and fixed income strategies.

        Our seven independently branded investment managers are: Nuveen Asset Management ("NAM"), focusing on fixed-income investments; Nuveen HydePark Group, LLC ("HydePark"), focusing on enhanced equity investment management; NWQ Investment Management Company, LLC ("NWQ"), specializing in value-style equities; Santa Barbara Asset Management, LLC ("Santa Barbara"), dedicated to growth equities; Symphony Asset Management LLC ("Symphony"), with expertise in alternative investments as well as equity and credit strategies; Tradewinds Global Investors, LLC ("Tradewinds"), specializing in global equities; and Winslow Capital Management, Inc. ("Winslow Capital"), specializing in large-cap growth equities.

        On November 13, 2007, a group of private equity investors led by Madison Dearborn Partners ("MDP") acquired all of the outstanding shares of the Company for approximately $5.8 billion in cash (the "MDP Transactions"). Unless the context requires otherwise, the Company and its subsidiaries for the periods on or prior to November 13, 2007 are sometimes referred to in this prospectus as the "Predecessor," and the Company and its subsidiaries for the periods following November 13, 2007 are sometimes referred to in this prospectus as the "Successor."

        Our principal executive offices are located at 333 West Wacker Drive, Chicago, Illinois 60606, and our telephone number is (312) 917-7700. Our web site address is www.nuveen.com.

Summary of the Exchange Offer

The summary below describes the principal terms of the exchange offer. The description below is subject to important limitations and exceptions. Please read the section entitled "The Exchange Offer" in this prospectus, which contains a more detailed description of the exchange offer.

The Exchange Offer	We are offering to exchange $2,000 principal amount of the New Notes, which have been registered under the Securities Act, for each $2,000 principal amount of the Old Notes, which have not been registered under the Securities Act. We issued the Old Notes on November 13, 2007.
	In order to exchange your Old Notes, you must tender them before the expiration date (as described herein). All Old Notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the New Notes on or promptly after the expiration date.
	You may tender your Old Notes for exchange in whole or in part in integral multiples of $1,000 principal amount in excess of $2,000.
Registration Rights Agreement	We sold the Old Notes on November 13, 2007 to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC and Morgan Stanley & Co. Incorporated, the initial purchasers, for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S. Simultaneously with that sale, we signed a registration rights agreement with the initial purchasers relating to the Old Notes that requires us to conduct this exchange offer.
	You have the right under the registration rights agreement to exchange your Old Notes for New Notes. The exchange offer is intended to satisfy such right. After the exchange offer is complete, other than in limited circumstances, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.
	For a description of the procedures for tendering Old Notes, see the discussion under the heading "The Exchange Offer—Procedures for Tendering Old Notes."
Consequences of Failure to Exchange	If you do not exchange your Old Notes for New Notes in the exchange offer, the Old Notes you hold will remain subject to the restrictions on transfer under the Securities Act and as provided in the Old Notes and in the indenture that governs both the Old Notes and the New Notes. In general, the Old Notes may not be offered or sold unless registered or exempt from registration under the Securities Act, or in a transaction not subject to the Securities Act and applicable state securities laws. We do not plan to register the Old Notes under the

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	Securities Act. See the discussion under the heading "Risk Factors—Risks Related to the Exchange Offer—Holders that do not exchange their Old Notes will continue to hold restricted securities, which will restrict their ability to sell their Old Notes."
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2009, unless we extend it. In that case, the expiration date will be the latest date and time to which we extend the exchange offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."
Conditions to the Exchange Offer	The exchange offer is subject to conditions that we may waive in our sole discretion. The exchange offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. See the discussion under the heading "The Exchange Offer—Conditions to the Exchange Offer."
	We reserve the right in our sole discretion, subject to applicable law, at any time and from time to time:
	•  to extend the exchange offer;
	•  to delay the acceptance of the Old Notes in the event the exchange offer is extended, and retain all tendered Old Notes, subject to the right of tendering holders to withdraw their tendered Old Notes;
	•  to terminate the exchange offer if specified conditions have not been satisfied; and
	•  to waive any condition or otherwise amend the terms of the exchange offer in any respect.
Procedures for Tendering Old Notes	If you wish to tender your Old Notes for exchange, you must:
	•  complete and sign a letter of transmittal according to the instructions contained in the letter of transmittal; and
	•  forward the letter of transmittal by mail, facsimile transmission or hand delivery, together with any other required documents, to the exchange agent, either with the Old Notes to be tendered or in compliance with the specified procedures for guaranteed delivery of the Old Notes.
	Specified brokers, dealers, commercial banks, trust companies and other nominees may also make tenders by book-entry transfer.
	Please do not send your letter of transmittal or your Old Notes to us. Those documents should only be sent to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See the discussion under the heading "The Exchange Offer—Exchange Agent."

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Special Procedures for Beneficial Owners	If your Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact such person promptly if you wish to tender your Old Notes. See the discussion under the heading "The Exchange Offer—Procedures for Tendering Old Notes."
Withdrawal Rights	You may withdraw the tender of your Old Notes at any time before the expiration date. To do this, you should deliver a written notice of your withdrawal to the exchange agent according to the withdrawal procedures described under the heading "The Exchange Offer—Withdrawal Rights."
Resales of New Notes	We believe that you will be able to offer for resale, resell or otherwise transfer the New Notes issued in the exchange offer without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:
	•  you are acquiring the New Notes in the ordinary course of your business;
	•  you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes; and
	•  you are not an affiliate of Nuveen Investments, Inc.
	Our belief is based on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties unrelated to us. The staff of the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer. If our belief is not accurate and you transfer a New Note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, such liability. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes that such broker-dealer acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or other transfer of New Notes. A broker-dealer may use this prospectus for an offer to sell, a resale or other transfers of New Notes issued to it in the exchange offer in exchange for Old Notes that were acquired by it as a result of market making or other trading activities. See the discussion under the heading "Plan of Distribution."

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Exchange Agent	The exchange agent for the exchange offer is U. S. Bank National Association. The address, telephone number and facsimile number of the exchange agent are provided under the heading "The Exchange Offer—Exchange Agent," as well as in the letter of transmittal.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the New Notes. See the section "Use of Proceeds."
U.S. Federal Income Tax Considerations	Your participation in the exchange offer generally will not be a taxable exchange for U.S. federal income tax purposes. You should not recognize any taxable gain or loss or any interest income as a result of the exchange. See the section "U.S. Federal Income Tax Considerations."

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Summary Description of the New Notes

The summary below describes the principal terms of the New Notes. The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that the registration rights and related liquidated damages provisions and the transfer restrictions applicable to the Old Notes are not applicable to the New Notes. The New Notes will evidence the same debt as the Old Notes and will be governed by the same indenture. Please read the section entitled "Description of the New Notes" in this prospectus, which contains a more detailed description of the terms and conditions of the New Notes.

Issuer	Nuveen Investments, Inc.
Notes Offered	$785,000,000 aggregate principal amount of 101/2% Senior Notes due 2015.
	The New Notes offered hereby will be treated as a single series with the $785,000,000 aggregate principal amount of 101/2% notes that we issued on November 13, 2007 (the "Old Notes") and will have the same terms as those of the Old Notes. However, cash interest will accrue on the New Notes from                        , 2009. The next interest payment on the Old Notes and the first payment of cash interest following the issue date of the New Notes will be                    . The New Notes and the Old Notes will vote as one class under the indenture.
Maturity Date	November 15, 2015.
Interest Payment Dates	We will make interest payments on the New Notes semiannually, on each May 15 and November 15, beginning on                    .
Ranking and Guarantees	The New Notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the New Notes.
	The guarantees of the New Notes will be the guarantors' unsecured obligations and will be subordinated in right of payment only to their obligations under our senior secured credit facilities and related hedging obligations. Each guarantor's guarantee will rank senior in right of payment to any future indebtedness of such guarantor that is subordinated in right of payment to the guarantee. See "Description of the New Notes—Guarantees."
	The New Notes and the guarantees:
	•	will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness; and

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	•	will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the New Notes. These non-guarantor subsidiaries represented an aggregate of 1.8% of our operating revenue (excluding intercompany revenue) for the twelve-month period ended June 30, 2009 and represented an aggregate of 1.5% of our assets as of June 30, 2009.
	As of June 30, 2009, we and the guarantors had approximately $3.8 billion of indebtedness outstanding, of which approximately $2.5 billion is secured indebtedness and none of which is subordinated to the New Notes. We have no indebtedness that is expressly subordinated to the New Notes or the guarantees.
Optional Redemption	At any time prior to November 15, 2011, we may redeem some or all of the New Notes at redemption prices described in this prospectus under the caption "Description of the New Notes—Redemption."
	In addition, we may redeem up to 35% of the original principal amount of the New Notes before November 15, 2010, with the net proceeds from certain kinds of equity offerings at a redemption price equal to par plus a premium equal to the then applicable interest rate on the New Notes, together with accrued and unpaid interest, if any, to the redemption date.
	For more details, see the sections "Description of the New Notes—Optional Redemption" and "—Mandatory Redemption."
Change of Control	Upon the occurrence of certain change of control events, you will have the right, as a holder of the New Notes, to require us to purchase some or all of your New Notes at 101% of the principal amount thereof, plus accrued and unpaid interest. For more details, see the section "Description of the New Notes—Change of Control."
Certain Covenants	The indenture governing the New Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•	incur additional indebtedness;
	•	make certain distributions, investments and other restricted payments;
	•	dispose of our assets;
	•	grant liens on our assets;
	•	engage in transactions with affiliates; and
	•	merge or consolidate or transfer substantially all of our assets.

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	These covenants are subject to a number of important exceptions and qualifications which are described in this prospectus under the caption "Description of the New Notes—Certain Covenants."
No Public Market; PORTAL Trading	The New Notes will not be listed on any securities exchange or included in any automated quotation system. We expect that the notes will be eligible for trading in the PORTAL Market. The initial purchasers are not obligated to make a market for the New Notes, as permitted by applicable laws and regulations. Accordingly, we cannot assure you that a liquid market for the New Notes will develop or be maintained.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer. For a description of the use of proceeds from the private offering of the Old Notes, see "Use of Proceeds."
Risk Factors	In deciding whether to participate in the exchange offer, you should consider carefully, along with other matters referred to in this prospectus, the information set forth under the caption "Risk Factors" beginning on page 11.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF NUVEEN INVESTMENTS

        The following table sets forth summary consolidated historical financial data as of the dates and for the periods indicated. The balance sheet data as of December 31, 2007 and 2008 and the income statement data for each of the periods in the three years ended December 31, 2006, 2007 and 2008 are derived from our audited annual consolidated financial statements beginning on page F-3 (the "Annual Financial Statements") and Notes thereto, which have been audited by KPMG LLP, whose report on our Annual Financial Statements is included in this prospectus. The balance sheet data and income statement data as of and for the six months ended June 30, 2009 and 2008 are derived from our unaudited quarterly consolidated financial statements beginning on page F-67 (the "Quarterly Financial Statements"). The results of operations for the six months ended June 30, 2009 and 2008 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009. As required by Generally Accepted Accounting Principles ("GAAP"), our Annual Financial Statements and Quarterly Financial Statements include the results of Symphony CLO V, Ltd. ("Symphony CLO V") because the equity of Symphony CLO V is owned by affiliates of MDP, our controlling stockholder; however, as we have no equity interest in Symphony CLO V, in certain instances in this prospectus as noted we exclude such results.

        This information is only a summary and should be read together with our Annual Financial Statements and Quarterly Financial Statements, the related Notes and other financial information included or incorporated by reference herein.

        The data presented on the following page should be read in conjunction with, and are qualified in their entirety by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Annual Financial Statements and Quarterly Financial Statements and the Notes thereto included in this prospectus.

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

				Successor						Predecessor						Successor
							For the Period November 14, 2007 to December 31, 2007			For the Period January 1, 2007 to November 13, 2007						For the Six Months Ended June 30,
				For the Year Ended December 31, 2008									For the Year Ended December 31, 2006
																2009			2008
Income Statement Data:
	Operating Revenues:
		Investment advisory fees from assets under management		$	707,430		$	104,207		$	688,057		$	685,847		$	285,448		$	376,694
		Product distribution			9,442			1,294			5,502			4,745			684			2,050
		Performance fees/other revenue			23,919			5,689			20,309			19,236			9,992			9,253
			Total operating revenues		740,791			111,190			713,868			709,828			296,124			387,997
	Operating Expenses:
		Compensation and benefits			282,360			57,693			310,044			263,686			117,147			152,324
		Advertising and promotional costs			13,790			1,718			14,618			13,500			4,106			6,738
		Goodwill impairment			1,089,258			—			—			—			—			—
		Intangible asset impairment			885,500			—			—			—			—			—
		All other operating expenses			247,643			30,188			113,155			105,368			100,782			100,907
			Total operating expenses		2,518,551			89,599			437,817			382,554			222,035			259,969
	Other Income/(Expense)				(235,094	)		(38,581	)		(49,724	)		15,726			74,104			(23,378	)
	Net Interest Expense				(265,444	)		(36,930	)		(18,991	)		(28,166	)		(125,294	)		(136,979	)
	Income/(Loss) Before Taxes				(2,278,298	)		(53,920	)		207,336			314,834			22,899			(32,329	)
	Income Tax Expense/(Benefit)				(373,601	)		(17,028	)		97,212			120,924			(14,955	)		(4,078	)
	Net Income/(Loss)				(1,904,697	)		(36,892	)		110,124			193,910			37,854			(28,251	)
		Less: Net Income/(Loss) Attributable to the Noncontrolling Interests			(139,223	)		(6,354	)		7,211			6,230			83,921			(22,005	)
	Net Income/(Loss) attributable to Nuveen Investments			$	(1,765,474	)	$	(30,538	)	$	102,913		$	187,680		$	(46,067	)	$	(6,246	)
Balance Sheet Data (at period end):
		Total assets		$	6,454,490		$	8,685,305			n/a		$	1,227,772		$	6,374,384		$	8,483,151
		Total short-term obligations			273,870			305,945			n/a			259,278			186,015			192,443
		Total long-term obligations			5,267,482			5,536,565			n/a			632,806			5,237,856			5,529,064
		Total Nuveen Investments' shareholders' equity			1,041,103			2,781,480			n/a			290,719			1,001,423			2,770,039
		Noncontrolling interest			(127,965	)		61,315			n/a			44,969			(50,910	)		(8,395	)
Net Assets Under Management, at period end (in millions)
		Mutual funds		$	14,688		$	19,195			n/a		$	18,532		$	17,329		$	19,064
		Closed-end funds			39,858			52,305			n/a			52,958			41,891			50,095
		Managed accounts			64,677			92,807			n/a			90,119			68,595			82,674
			Total	$	119,223		$	164,307			n/a		$	161,609		$	127,815		$	151,833
Gross Investment Product Sales (in millions)
		Mutual funds		$	6,315		$	6,066	*		n/a		$	5,642		$	3,328		$	3,194
		Closed-end funds			2			1,706	*		n/a			595			307			2
		Managed accounts			14,671			18,381	*		n/a			25,869			8,339			6,379
			Total	$	20,988		$	26,153	*		n/a		$	32,106		$	11,974		$	9,575
Other Financial Data:
		Depreciation and amortization		$	75,189		$	9,294		$	15,457		$	17,857		$	39,350		$	37,095
		Capital expenditures			24,724			5,114			17,924			11,123			4,464			12,371

*

Represents full year 2007

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RISK FACTORS

You should carefully consider the following risk factors, in addition to the other information contained in this prospectus, before deciding to participate in the exchange offer. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations, cash flow or ability to make payments on the Notes.

Risks Related to the Exchange Offer

Holders that do not exchange their Old Notes will continue to hold restricted securities, which will restrict their ability to sell their Old Notes.

        If you do not exchange your Old Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer to sell the Old Notes if they are registered under the Securities Act and applicable state securities laws or offered or sold pursuant to an exemption from those requirements. If you are still holding any Old Notes after the expiration date of the exchange offer and the exchange offer has been consummated, you will not be entitled to have those Old Notes registered under the Securities Act or to any similar rights under the registration rights agreement, subject to limited exceptions, if applicable. After the exchange offer is completed, we will not be required, and we do not intend, to register the Old Notes under the Securities Act, other than in limited circumstances. In addition, if you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the New Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent Old Notes are tendered and accepted in the exchange offer, the trading market, if any, for the Old Notes would become proportionately less liquid.

You must comply with the procedures of the exchange offer or you will be unable to receive New Notes.

        You are responsible for complying with all exchange offer procedures. If you do not comply with the exchange offer procedures, you will be unable to obtain the New Notes.

        We will issue New Notes in exchange for your Old Notes only after we have timely received your Old Notes, along with a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Old Notes in exchange for New Notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent has any duty to inform you of any defects or irregularities in the tender of your Old Notes for exchange. The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2009, or on a later extended date and time as we may decide. See "The Exchange Offer—Procedures For Tendering Old Notes."

Even if you obtain the New Notes in exchange for your Old Notes, your ability to transfer the New Notes may be restricted.

        Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that you may offer for resale, resell and otherwise transfer the New Notes without compliance with the registration and prospectus delivery requirements of the Securities Act, subject to certain limitations. These limitations include that you are not an "affiliate" of ours within the meaning of Rule 405 under the Securities Act, that you acquired your New Notes in the ordinary course of your business and that you are not engaging in and do not intend to engage in, and have no arrangement or understanding with any person to participate in, the distribution of your New Notes. However, we have not requested a no-action letter from the SEC regarding this exchange offer and the SEC might not

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make a similar determination with respect to this exchange offer. If you are an affiliate of ours, are engaged in or intend to engage in, or have any arrangement or understanding with respect to, a distribution of the New Notes to be acquired in the exchange offer, you will be subject to additional limitations. See "The Exchange Offer—Resales of the New Notes."

Risks Related to the Notes and our Other Indebtedness

We are highly leveraged and our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We are highly leveraged and have a substantial amount of indebtedness, which requires significant interest and principal payments. As of June 30, 2009, we had approximately $3.8 billion in aggregate principal amount of indebtedness, which included borrowings of the full $250 million available under the revolving credit facility that is part of our senior secured credit facilities. On July 28, 2009, pursuant to an amendment to our senior secured credit facilities, we obtained a new $450 million second-lien term loan facility, which was subsequently increased to $500 million on August 11, 2009 (the "Additional Term Loans"). We used approximately $198.9 million of the net proceeds of the Additional Term Loans to prepay existing first-lien term loans under our senior secured credit facilities. In addition, we placed $222.7 million of the net proceeds of the Additional Term Loans into escrow to retire at maturity all of our 5% senior notes due in September 2010.

        Our and our subsidiaries' substantial amount of indebtedness could have important consequences to you, including:

•

continuing to require us and certain of our subsidiaries to dedicate a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the funds available for operations and any future business opportunities;

•

limiting flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

•

placing us at a competitive disadvantage compared to our competitors that have less indebtedness;

•

increasing our vulnerability to adverse general economic or industry conditions;

•

making us and our subsidiaries more vulnerable to increases in interest rates, as borrowings under our senior secured credit facilities are at variable rates; and

•

limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

        See "Capitalization" and "Description of Certain Indebtedness" for additional information.

Our debt agreements contain restrictions that could limit our flexibility in operating our business.

        The operating and financial covenants and restrictions in our senior secured credit facilities, the indenture governing the notes and our other debt may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest. The agreements governing our indebtedness restrict, subject to certain exceptions, our and our subsidiaries' ability to, among other things:

•

incur additional indebtedness or guarantees;

•

pay dividends or make distributions in respect of our capital stock or make certain other restricted payments or redeem or repurchase capital stock;

•

make certain investments;

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•

create liens on our or our subsidiary guarantors' assets;

•

sell assets and subsidiary stock;

•

enter into transactions with affiliates;

•

alter the business that we conduct;

•

designate our subsidiaries as unrestricted subsidiaries; and

•

enter into mergers, consolidations and sales of substantially all assets.

        Our and our subsidiaries' ability to comply with these covenants and restrictions may be affected by events beyond our control. If we fail to make any required payment under our senior secured credit facilities or to comply with any of the financial and operating covenants in our senior secured credit facilities we will be in default. In the event of any default under our senior secured credit facilities, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all available cash to repay these borrowings or to prevent us from making or permitting subsidiaries to make distributions or dividends, the proceeds of which are used by us to make debt service payments on the notes, any of which would be an event of default under the notes. If any of our creditors accelerate the maturity of their indebtedness, we may not have sufficient assets to satisfy our obligations under our senior secured credit facilities or our other indebtedness, including the notes. See "Description of the New Notes" and "Description of Certain Indebtedness."

Our ability to generate the significant amount of cash needed to pay interest and principal on the notes and service our other debt and financial obligations depends on many factors beyond our control, including current economic conditions and conditions in the securities markets. If we cannot generate the required cash, we may not be able to make the required payments under the notes.

        We cannot assure you that our business will generate sufficient cash flow from operations to enable us to pay our indebtedness, including our indebtedness in respect of the notes, or to fund our other liquidity needs. Our inability to pay our debts would require us to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling equity capital. However, we cannot assure you that any alternative strategies will be feasible at the time or provide adequate funds to allow us to pay our debts as they come due and fund our other liquidity needs. Our senior secured credit facilities and the indenture governing the notes restrict our ability to sell assets and use the proceeds from such sales. Additionally, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, it could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business.

        Our ability to make scheduled payments or to refinance our obligations with respect to our debt, which has scheduled maturities beginning in September 2010, will depend on our financial and operating performance, which, in turn, is subject to prevailing economic, financial, competitive, legislative, legal and regulatory factors and to the following financial and business factors, some of which may be beyond our control:

•

continuing overall declines in securities markets;

•

poor investment performance by our investment managers;

•

decreased demand for our products;

•

reductions in fees that we and our competitors charge for our products;

•

our inability to compete with other investment managers;

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•

regulatory developments;

•

failure to successfully integrate acquisitions; and

•

delays in implementing our business strategy.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources, Liquidity and Financial Condition" and "Description of Certain Indebtedness."

Despite our substantial level of indebtedness, we and our subsidiaries may be able to incur additional indebtedness. This could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future in addition to the notes, our senior secured credit facilities and our other debt. We are able to increase the amount available under our senior secured credit facilities by up to an aggregate amount not to exceed the maximum amount at the time of such proposed credit increase that could be incurred such that after giving pro forma effect to such credit increase, the Senior Secured Net Leverage Ratio (as defined in the senior secured credit facilities) does not exceed 5:00:1.00. Currently the maximum amount of additional debt we could incur under this provision of our senior secured credit facilities is approximately $197 million. In addition, we may incur other additional indebtedness. Although our senior secured credit facilities and the indenture governing the notes each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. To the extent we and our subsidiaries incur further indebtedness, the substantial risks related to our level of indebtedness would increase. See "Description of the New Notes" and "Description of Certain Indebtedness."

Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries.

        Our cash flow and our ability to service our debt, including the notes, is dependent upon the earnings of our subsidiaries. Our subsidiaries are separate and distinct legal entities. Payment to us by our subsidiaries will be contingent upon our subsidiaries' earnings and other business considerations. In addition, our broker-dealer subsidiary is subject to certain rules imposed by the Financial Industry Regulatory Authority ("FINRA"), which could have the effect of prohibiting that subsidiary from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Our broker-dealer subsidiary accounted for less than 1% of our revenues (excluding intercompany revenues) for the twelve months ended June 30, 2009 and represented 1.1% of our assets at June 30, 2009. See "Description of Certain Indebtedness."

The notes and the subsidiary guarantees are structurally subordinated to all liabilities of our non-guarantor subsidiaries.

        The notes are structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the notes. In the event of a bankruptcy, liquidation or dissolution of any of our non-guarantor subsidiaries, holders of their debt, including their trade creditors, secured creditors and creditors holding indebtedness or guarantees issued by those subsidiaries, are generally entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Although the indenture governing the notes contains limitations on the incurrence of additional indebtedness by us and our restricted subsidiaries, such limitations are subject to a number of significant exceptions. Moreover, the indenture governing the notes does not impose any limitation on the incurrence by our restricted subsidiaries of liabilities that do not constitute indebtedness under the indenture. The aggregate net operating revenues for the twelve months ended June 30, 2009 of our

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subsidiaries that do not guarantee the notes were $11.4 million (excluding $58.4 million in intercompany revenue), and at June 30, 2009, those subsidiaries had total assets and total liabilities of $96.5 million and $118.9 million, respectively. See "Description of the New Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." See also "Description of the New Notes—Guarantees" and the consolidating financial information included in the Notes to our Annual Financial Statements and Quarterly Financial Statements.

The notes are unsecured and are effectively subordinated to our secured indebtedness, including our senior secured credit facilities.

        The notes and the related subsidiary guarantees are not secured by any of our or our subsidiaries' assets and therefore are effectively subordinated to the claims of our secured debt holders to the extent of the value of the assets securing our secured debt. Our obligations under our senior secured credit facilities are secured by, among other things, a first priority and second priority security interest in the assets of our company (other than the capital stock of our significant subsidiaries) and each of our existing and subsequently acquired or organized wholly owned domestic restricted subsidiaries, subject to certain exceptions. If we become insolvent or are liquidated, or if payment under our senior secured credit facilities is accelerated, the lenders under our senior secured credit facilities will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to our senior secured credit facilities). In addition, we and/or the subsidiary guarantors may incur additional senior secured indebtedness, the holders of which will also be entitled to the remedies available to a secured lender. See "Description of Certain Indebtedness" and "Description of the New Notes."

We may not be able to purchase the notes upon a change of control, which would result in a default under the indenture governing the notes and would materially adversely affect our business and financial condition.

        Upon a change of control as described under "Description of the New Notes," we are required to make an offer to purchase all of the notes then outstanding at 101% of their principal amount, plus accrued and unpaid interest to the date of purchase. The source of funds for any purchase of the notes would be our available cash or cash generated from other sources, including borrowings, sales of assets, sales of equity or funds provided by our existing or new stockholders. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of notes tendered. In addition, the terms of our senior secured credit facilities limit our ability to repurchase the notes and provide that certain change of control events will constitute an event of default under the senior secured credit facilities. Our future debt agreements may contain similar restrictions and provisions. If the holders of the notes exercise their right to require us to repurchase all the notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the notes or that restrictions in our senior secured credit facilities and the indenture will not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "change of control" under the indenture. See "Description of the New Notes—Repurchase at the Option of Holders—Change of Control."

Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.

        Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a subsidiary guarantee or claims related to the notes or subordinate a subsidiary guarantee

15

to all of our other debts or to all other debts of a subsidiary guarantor if, among other things, we or a subsidiary guarantor, at the time we or such subsidiary guarantor incurred the indebtedness:

•

intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness;

•

the subsidiary guarantor was insolvent or rendered insolvent by reason of such incurrence;

•

the subsidiary guarantor was engaged in a business or transaction for which the subsidiary guarantor's remaining assets constituted unreasonably small capital; or

•

the subsidiary guarantor intended to incur, or believed that it would incur, debts beyond the subsidiary guarantor's ability to pay such debts as they mature.

        In addition, a court could void any payment by a subsidiary guarantor pursuant to the notes or a subsidiary guarantee and require that payment be returned to such subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor.

        The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•

the present fair saleable value of all of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

Your ability to transfer the notes may be limited by the absence of an active trading market, and an active trading market for the notes may not develop.

        We do not intend to list the notes on any national securities exchange or to seek the admission of the notes for quotation through the National Association of Securities Dealers Automated Quotation System. The initial purchasers are not obligated to make a market in the notes and, even if they intended to do so, may discontinue such market making activity at any time without notice. In addition, any market making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and may be limited during the exchange offer and the pendency of any shelf registration statement. Following completion of the exchange offer for the notes, the ability of the initial purchasers to make a market in the notes may be subject to the availability of a current "market making" prospectus. We have no obligation to provide a "market making" prospectus, and therefore there can be no assurance that the initial purchasers would be able to make a market in the notes following the completion of the exchange offer.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your notes. There can be no assurance as to the development or liquidity of any market for the notes, the ability of the holders of the notes to sell their notes or the price at which the holders would be able to sell their notes.

16

Our controlling equityholder may have interests that conflict with your interests as a holder of notes. In addition, our controlling equityholder's controlling interests in us involves risks to you.

        Pursuant to the limited liability company operating agreement of Windy City Investments Holdings, L.L.C., our indirect parent ("Holdings"), private equity funds managed by MDP are entitled to appoint six of the ten members of Holdings' board of managers, and therefore ultimately control all of our affairs and policies, including the election of our board of directors, appointing members of our management, the approval of certain actions such as amending our charter, commencing bankruptcy proceedings and taking certain corporate actions (including, without limitation, incurring debt, issuing stock, selling assets and engaging in mergers and acquisitions). MDP owns a significant amount of Holdings' equity interests and may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition, which may affect our ability to make payments on the notes. For more information see "Certain Relationships and Related Party Transactions." Additionally, MDP is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. MDP may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by MDP continue to indirectly own a significant amount of Holdings' equity interests and retain director appointment rights pursuant to the limited liability company agreement of Holdings, MDP will continue to be able to strongly influence or effectively control our decisions.

        The indenture governing the notes allows us and our subsidiaries to engage in transactions with our affiliates subject to certain limitations set forth therein. See "Description of the New Notes—Certain Covenants—Transactions with Affiliates."

The trading prices for the notes will be directly affected by many factors, including our credit rating.

        Credit rating agencies continually revise their ratings for companies they follow, including us. On April 1, 2009, Moody's Investors Service lowered our corporate family rating to Caa1, the rating for our senior secured credit facilities to B3, and the rating for our senior unsecured notes to Caa3. In addition, on April 1, 2009, Standard and Poor's Ratings Services lowered our local currency long-term counterparty credit rating to B-. Any further ratings downgrade could adversely affect the trading price of the notes or the trading market for the notes, to the extent a trading market for the notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future and any fluctuation may impact the trading price of the notes.

Risks Related to Our Business

Significant and sustained declines in securities markets, such as the declines occurring beginning in 2008, have and may continue to adversely affect our assets under management and financial results. Poor investment performance may also adversely affect our assets under management and our future offerings.

        A large portion of our revenues is derived from investment advisory contracts with clients. Under these contracts, the investment advisory fees we receive are typically based on the market value of assets under management. Significant and sustained declines in securities markets and/or the value of the securities managed may reduce our assets under management and sales of our products, and, as a result, adversely affect our revenues and financial results. Beginning in 2008 and accelerating in the fourth quarter of 2008, securities markets have been characterized by substantially increased volatility and have experienced significant overall declines. Primarily as a result of market depreciation, our assets under management decreased from $164.3 billion at December 31, 2007 to $127.8 billion at June 30, 2009.

17

        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, some of our investment advisory contracts provide for performance fees based on investment performance. Sustained periods of poor investment performance and increased redemptions by existing clients may reduce or eliminate performance fees that we are able to earn under our investment advisory contracts and diminish our ability to sell our other investment management products and attract new investors.

        Our assets under management and investment products are impacted by many factors beyond our control, including the following:

        General fluctuations in equity markets and dealings in equity markets.    As of June 30, 2009, approximately 43% of our assets under management were equity assets. As noted above, recently there have been substantial fluctuations in price levels in securities markets, including equity markets. These fluctuations can occur on a daily basis and over longer periods as a result of a variety of factors, including national and international economic and political events, broad trends in business and finance, and interest rate movements. Reduced equity market prices generally may result in lower levels of assets under management and the loss of, or reduction in, incentive and performance fees, each of which will result in reduced revenues. Periods of reduced market prices may adversely affect our profitability if we do not reduce our fixed costs.

        Changes in interest rates and defaults.    As of June 30, 2009, approximately 57% of our assets under management were fixed income securities. During 2008, particularly in the fourth quarter of 2008, there were several disruptions in the credit markets and periods of illiquidity. This resulted in a decline in the value of the fixed income securities that we manage reducing our assets under management. Although fixed income securities markets appear to have stabilized in 2009, these conditions could recur. Increases in interest rates from their present levels may also adversely affect the values of fixed income securities. Further, the value of the assets may decline as a result of an issuer's actual or perceived creditworthiness or an issuer's ability to meet its obligations. 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.

        Redemptions and other withdrawals.    Investors (in response to adverse market conditions, inconsistent investment performance, changing credit qualities of assets or financial guarantees thereof, the pursuit of other investment opportunities or otherwise) may reduce their investments in our specific investment products or in the market segments in which our investment products are concentrated.

        Political and general economic risks.    The investment products managed by us may invest significant funds in international markets that are subject to risk of loss from political or diplomatic developments, government policies, civil unrest, currency fluctuations and changes in legislation related to foreign ownership. International markets, particularly emerging markets, are often smaller, may not have the liquidity of established markets, may lack established regulations and may experience significantly more volatility than established markets.

        Reduction in attractive investments.    Fluctuations in securities markets may adversely affect the ability of our managers to find appropriate investments. If any of our investment managers is not able to find sufficient appropriate investments for new client assets in a timely manner, the investment manager's investment performance could be adversely affected.

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The failure of the auctions for Auction Rate Preferred Stock that began in February 2008 could have an adverse effect on our business.

        We sponsor 125 closed-end funds of which 101 were leveraged through the issuance of an auction-rate preferred stock ("ARPS"). Our leveraged closed-end funds had $15.4 billion of ARPS outstanding as of December 31, 2007. This leverage seeks to enhance income for common shareholders of the fund in accordance with the funds' investment objectives and policies. Beginning on February 12, 2008, the $342 billion auction-rate securities market, including approximately $65 billion of ARPS issued by closed-end funds, began to experience widespread auction failures. Since February 14, 2008, virtually all auctions for ARPS issued by closed-end funds, and all ARPS of our funds, have failed. As a result of the auction failures, investors in ARPS of our funds have been unable to sell their ARPS in these auctions. Although our funds have refinanced $5.8 billion of their outstanding ARPS as of June 30, 2009, $9.6 billion remained outstanding as of such date. $8.8 billion of these ARPS were issued by our municipal funds and pay tax-exempt dividends which limits the refinancing options available for these ARPS. Our inability to arrange for the refinancing of the remaining outstanding ARPS of our funds may damage our relationships with the third party distributors through which we distribute the closed-end funds we sponsor and other investment products. It may also damage our reputation in the marketplace making it more difficult for us to distribute new closed-end funds and other investment products sponsored by us which could result in an adverse affect on our business. In addition, FINRA and other regulatory authorities have requested information about our marketing and distribution of our funds' ARPS (the "FINRA Enforcement Inquiry"). We are producing documents and being interviewed in the FINRA Enforcement Inquiry. The FINRA Enforcement Inquiry or action by other regulatory authorities could result in fines or other action which could adversely affect us.

We face substantial competition in the investment management business.

        The asset management industry in which we are engaged is extremely competitive, and we face substantial competition in all aspects of our business. We compete with numerous international and domestic asset management firms and broker-dealers, mutual fund companies, hedge funds, commercial banks, insurance companies and other investment companies and financial institutions. Many of these organizations offer products and services that are similar to, or compete with, those offered by us, and some have substantially more personnel and greater financial resources and/or assets under management than we do. Some of our competitors have proprietary products and distribution channels that may make it more difficult for us to compete with them.

        A sizable number of new asset management firms and mutual funds have been established in the last ten years, increasing our competition. In addition, the asset management industry has experienced consolidation as numerous asset management firms have either been acquired by other financial services firms or have ceased operations. In many cases, this has resulted in firms having greater financial resources than us. In addition, a number of heavily capitalized companies, including commercial banks and foreign entities, have made investments in and acquired asset management firms. Access to brokerage firms' retail distribution systems, "wrap fee" retail managed account programs, and mutual fund and other distribution channels has also become increasingly competitive. Despite the recent problems of certain of these competitors, all of these factors could make it more difficult for us to compete and no assurance can be given that we will be successful in competing and growing or maintaining our assets under management and business. If clients and potential clients decide to use the services of competitors, it could reduce our revenues and growth rate, and if our revenues decrease without a commensurate reduction in our expenses, our net income will be reduced.

        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

19

be no assurance that we will be able to maintain our current fee structure or provide our clients with attractive investment returns, or that we will be able to develop new products that are desirable to the market or our registered representatives. Fee reductions on existing or future business could have an adverse impact on our revenue and profitability.

Our business relies on third-party distributors who may choose not to sell or recommend our products or increase the costs of distribution.

        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 us. Further, expenses associated with maintaining access to third-party distribution programs may increase in the future as a result of efforts by registered representatives to defray a portion of their costs of internal customer account related services in connection with their customers' investments in our products. Finally, 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.

        In addition, certain financial institutions through which we distribute our products have experienced difficulties in the current ongoing economic downturn. Some of these distributors have been acquired and others have obtained funding from the United States government. The resulting disruptions within these third party distributors could adversely impact our business.

        The firms through which we distribute closed-end funds charge structuring fees in connection with bringing closed-end funds to market. These fees have significantly increased our costs for new closed-end funds, thereby reducing our margins on these products.

If our asset mix changes, our revenues and operating margins could be reduced.

        Our assets under management can generate different revenues per dollar of assets under management based on factors such as the type of asset managed by us (equity assets generally produce greater revenues than fixed income assets), the type of client (institutional clients generally pay higher fees than other clients), the type of asset management product or service provided and the fee schedule of the asset manager providing the service. A shift in the mix of our assets under management from higher revenue-generating assets to lower revenue-generating assets may result in a decrease in our revenues even if our aggregate level of assets under management remains unchanged or increases.

Our business is dependent upon our retaining our key personnel, the loss of whom would harm our ability to operate efficiently.

        Our executive officers, investment professionals and senior relationship personnel are important to 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. Due to the competitive market for these professionals and the success of some of our personnel, our costs associated with providing compensation incentives necessary to attract and retain key personnel are significant and will likely increase over time. We anticipate needing to offer additional incentive programs to retain our key personnel. Moreover, since certain of our key personnel contribute significantly to our revenues and net income, the loss of even a small number of key personnel could have a disproportionate impact on our business. From time to time we may work with

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key employees to revise equity-based incentives and other employment-related terms to reflect current circumstances. In addition, since the investment track record of many of our products and services may be attributed to a small number of employees, the departure of one or more of these employees could cause the business to lose client accounts or managed assets, which could have a material adverse effect on our results of operations and financial condition.

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

        Our business is also subject to extensive regulation, including by the SEC and FINRA. 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 advisor or broker-dealer's registration and otherwise prohibiting an investment advisor from acting as an investment advisor. Changes in laws, regulations, rules of 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.

        In addition, changes in regulations or industry-wide or specifically targeted regulatory or court decisions may require us to reduce our fee levels, or restructure the fees we charge. For example, distribution fees paid to mutual fund distributors in accordance with SEC Rule 12b-1 are a significant element of revenues for a number of the mutual funds that we manage. There have been suggestions from regulatory agencies and other industry participants that Rule 12b-1 distribution fees in the mutual fund industry should be reconsidered and, potentially, reduced or eliminated. Any industry-wide reduction or restructuring of Rule 12b-1 distribution fees could have an adverse effect on our revenues and net income.

        Our investment advisor subsidiaries are registered with the SEC as investment advisors under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). The Investment Advisers Act imposes numerous obligations on registered investment advisors, including fiduciary, recordkeeping, operational and disclosure obligations. In light of recent allegations of fraud against certain other investment advisors, we anticipate substantially increased regulation of investment advisors.

        Each of our closed-end funds and open-end funds is registered with the SEC under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the shares of each closed-end fund and open-end fund are registered with the SEC under the Securities 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.

        Our subsidiary, Nuveen Investments, LLC, is registered as a broker-dealer under the Exchange Act and is subject to regulation by the SEC, FINRA and federal and state agencies. Our broker-dealer subsidiary is subject to the SEC's net capital rules and certain state securities laws designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. Under certain circumstances, theses rules would limit our ability to make withdrawals of capital and receive dividends from our broker-dealer subsidiary. The securities industry is one of the most highly regulated in the United States, and failure to comply with the related laws and regulations can result in revocation of broker-dealer licenses, the imposition of censures or fines and the suspension or expulsion from the securities business of a firm, its officers or employees.

        Our investment management subsidiaries are subject to the Employee Retirement Income Security Act of 1974 ("ERISA") and to regulations promulgated thereunder, insofar as they act as a "fiduciary"

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under ERISA with respect to benefit plan clients. ERISA and applicable provisions of the Internal Revenue Code impose duties on persons who are fiduciaries under ERISA, prohibit specified transactions involving ERISA plan clients and provide monetary penalties for violations of these prohibitions. The failure of any of our subsidiaries to comply with these requirements could result in significant penalties that could reduce our net income.

        Changes in the status of tax deferred retirement plan investments and tax-free municipal bonds, the capital gains and corporate dividend tax rates, and other individual and corporate tax rates and regulations could affect investor behavior and cause investors to view certain investment offerings less favorably, thereby decreasing our assets under management.

Our business involves risk of being engaged in litigation that could increase our expenses and reduce our net income.

        There has been an increased incidence of litigation and regulatory investigations in the asset management industry in recent years, including customer claims as well as class action suits seeking substantial damages. In addition, we, along with other industry participants, are subject to risks related to litigation, settlements and regulatory investigations arising from market events such as the ARPS auction failures described above. We could become involved in such litigation or the subject of such a regulatory investigation, such as the FINRA Enforcement Inquiry described above, which could adversely affect 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 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. Amendments to these agreements typically must be approved by the funds' boards of trustees and, if material, by its shareholders. Each agreement may be terminated without penalty by either party upon 60 days' written notice. Our investment advisory agreements with advisory clients, other than registered fund clients, also generally provide that they can be terminated without penalty upon 60 days' written notice.

Any adverse public disclosure, our failure to follow client guidelines or any other matters could harm our reputation and have an adverse effect on us.

        Maintaining the trust and confidence of clients and other market participants, and the resulting good reputation, is important to our business. Our reputation is vulnerable to many threats that can be difficult or impossible to control, and difficult and costly to remediate. Regulatory inquiries, employee misconduct and rumors, among other things, can substantially damage our reputation, even if they are baseless or satisfactorily addressed. Any damage to our reputation could impede our ability to attract and retain clients and key personnel, and lead to a reduction in the amount of our assets under management, any of which could have a material adverse effect on our revenues and net income.

        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. In addition, we are required to abide by certain conflict of interest policies and regulations. A failure to comply with these guidelines, contractual requirements, policies and regulations 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 have an adverse impact on our business.

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

        The acquisition of complementary businesses has been and may continue to be an active part of our overall business strategy. There can be no assurance that we will find suitable candidates for strategic transactions at acceptable prices, have sufficient capital resources to accomplish our strategy, or be successful in entering into agreements for desired transactions. Acquisitions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks if transactions encounter unanticipated problems, including problems related to execution or integration. Finally, services, key personnel or businesses of acquired companies may not be effectively integrated into our business or be successful.

We may explore strategic transactions such as a potential merger or a sale of some or all of our assets. We may not be able to complete any such strategic transactions or the expected benefits of such strategic transactions may not materialize, which may prevent us from implementing strategies to grow our business.

        We may explore potential strategic transactions such as a merger or a sale of some or all of our assets. We cannot provide assurances that we will be able to complete such a transaction on terms acceptable to us, or at all. Successful completion of any strategic transaction we identify depends on a number of factors that are not entirely within our control, including our ability to negotiate acceptable terms, conclude satisfactory agreements and obtain all necessary regulatory approvals and investment advisory agreement consents. In addition, we may need to finance any strategic transaction that we identify, and may not be able to obtain the necessary financing on satisfactory terms and within the timeframe that would permit a transaction to proceed. We could experience adverse accounting and financial consequences, such as the need to make large provisions against the acquired assets or to write down the acquired assets. We might also experience a dilutive effect on our earnings. In addition, depending on how any such transaction is structured, there may be an adverse impact on our capital structure. We may incur significant costs arising from our efforts to engage in strategic transactions, and such costs may exceed the returns that we realize from a given transaction. Moreover, these expenditures may not result in the successful completion of a transaction.

Our business is subject to numerous operational risks, any of which could disrupt our ability to function effectively.

        We must be able to consistently and reliably obtain securities pricing information, process client and investor transactions and provide reports and other customer service to our clients and investors. Any failure to keep current and accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients. If any of our financial, portfolio accounting or other data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer an impairment to our liquidity, a financial loss, a disruption of our businesses, liability to clients, regulatory problems or damage to our reputation. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our buildings. In addition, our operations are dependent upon information from, and communications with, third parties, and operational problems at third parties may adversely affect our ability to carry on our business.

        Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that

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have a security impact. If one or more of such events occur, it potentially could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our clients', our counterparties' or third parties' operations. We may be required to spend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against fully or not fully covered through any insurance that we maintain.

        A disaster or a disruption in the infrastructure that supports our asset managers, or an event disrupting the ability of our employees to perform their job functions, including terrorist attacks or a disruption involving electrical communications, transportation or other services used by us or third parties with whom we conduct business, directly affecting any of our operations could have a material adverse impact on our ability to continue to operate our business without interruption. Although we have disaster recovery programs in place, there can be no assurance that these will be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        From time to time, information we provide or information included in our filings with the SEC (including this prospectus) may contain statements that are not historical facts, but are "forward-looking statements." 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 described in "Risk Factors," "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and elsewhere in this prospectus. 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 and/or profit margins to decline include:

•

the adverse effects of declines in securities markets and/or poor investment performance by us;

•

adverse effects of volatility in the equity markets and disruptions in the credit markets, including the effects on our assets under management as well as on our distribution partners;

•

the effect on us of increased leverage as a result of our incurrence of additional indebtedness in connection with the MDP Transactions, including that our business may not generate sufficient cash flow from operations or that future borrowings may not be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs;

•

our inability to access third-party distribution channels to market our products or a reduction in fees we might receive for services provided in these channels;

•

the effects of the substantial competition that we face in the investment management business;

•

a change in our asset mix to lower revenue generating assets;

•

a loss of key employees;

•

the effects on our business and financial results of the failure of the auctions beginning in mid-February 2008 of the approximately $15.4 billion of ARPS issued by our closed-end funds (which has resulted in a loss of liquidity for the holders of these ARPS) and our and our funds' efforts to obtain financing to redeem the ARPS at their par value of $25,000 per share and the effects of any regulatory activity or litigation relating thereto;

•

a decline in the market for closed-end funds, mutual funds and managed accounts;

•

our failure to comply with various government regulations, including federal and state securities laws, and the rules of FINRA;

•

the impact of changes in tax rates and regulations;

•

developments in litigation involving the securities industry or us;

•

our reliance on revenues from our investment advisory contracts which generally may be terminated on sixty days notice and, with respect to our closed-end and open-end funds, are also subject to annual renewal by the independent board of trustees of such funds;

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•

adverse public disclosure, failure to follow client guidelines and other matters that could harm our reputation;

•

future acquisitions that are not profitable for us;

•

the impact of accounting pronouncements; and

•

any failure of our operating personnel and systems to perform effectively.

        You should review carefully the section captioned "Risk Factors" in this prospectus for a more complete discussion of the risks of an investment in the notes.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        In connection with the sale of the Old Notes, we entered into a registration rights agreement with the initial purchasers, pursuant to which we agreed to file and use our commercially reasonable efforts to cause to become effective with the SEC a registration statement with respect to the exchange of the Old Notes for the New Notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. Unless the context requires otherwise, the term "holder" means any person in whose name Old Notes are registered on the books of Nuveen Investments, Inc., or any other person who has obtained a properly completed bond power from the registered holder, or any participant in the Depository Trust Company ("DTC") whose name appears on a security position listing as a holder of Old Notes (which, for purposes of the exchange offer, include beneficial interests in the Old Notes held by direct or indirect participants in DTC and Old Notes held in definitive form).

        By tendering Old Notes in exchange for New Notes, each holder represents to us that:

•

any New Notes to be received by the holder are being acquired in the ordinary course of the holder's business;

•

the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of New Notes in violation of the provisions of the Securities Act;

•

the holder is not an "affiliate" of Nuveen Investments, Inc. (within the meaning of Rule 405 under the Securities Act), or if the holder is an affiliate, that the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

the holder has full power and authority to tender, exchange, sell, assign and transfer the tendered Old Notes;

•

we will acquire good, marketable and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances; and

•

the Old Notes tendered for exchange are not subject to any adverse claims or proxies.

        Each tendering holder also warrants and agrees that it will, upon request, execute and deliver any additional documents deemed by us or the exchange agent to be necessary or desirable to complete the exchange, sale, assignment and transfer of the Old Notes tendered pursuant to the exchange offer. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes pursuant to the exchange offer, where the Old Notes were acquired by the broker-dealer as a result of market- making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See the section "Plan of Distribution."

        The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the exchange offer or the acceptance of the New Notes would be in violation of the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

        We hereby offer, upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, to exchange $2,000 principal amount of New Notes for each $2,000 principal amount of Old Notes, properly tendered before the expiration date and not properly withdrawn according to the procedures described below. Holders may tender their Old Notes in whole or in part in integral multiples of $1,000 principal amount in excess of $2,000.

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        The form and terms of the New Notes are the same as the form and terms of the Old Notes, except that:

•

the New Notes have been registered under the Securities Act and, therefore, are not subject to the restrictions on transfer applicable to the Old Notes; and

•

holders of New Notes will not be entitled to some of the rights of holders of the Old Notes under the registration rights agreement.

        The New Notes evidence the same indebtedness as and replace the Old Notes, and will be issued pursuant to, and entitled to the benefits of, the indenture.

        The exchange offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. We reserve the right in our sole discretion to purchase or make offers for any Old Notes that remain outstanding after the expiration date or, as described under the heading "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, $785.0 million aggregate principal amount of Old Notes is outstanding.

        Holders of Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Old Notes that are not tendered for, or are tendered but not accepted in connection with, the exchange offer will remain outstanding. See the discussion under the heading "Risk Factors—Risks Related to the Exchange Offer—You must comply with the procedures of the exchange offer or you will be unable to receive New Notes."

        If any tendered Old Notes are not accepted for exchange because of an invalid tender, the occurrence of particular other events described in this prospectus or otherwise, certificates for the unaccepted Old Notes will be returned, without expense, to the tendering holder promptly after the expiration date.

        Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes for the exchange of the Old Notes in the exchange offer. We will pay all charges and expenses in connection with the exchange offer, other than specified applicable taxes. See the heading "—Fees and Expenses."

We make no recommendation to the holders of Old Notes as to whether to tender or refrain from tendering all or any portion of their Old Notes in the exchange offer. In addition, we have not authorized anyone to make a recommendation in connection with the exchange offer. Holders of Old Notes must make their own decision as to whether to tender in the exchange offer, and, if so, the aggregate amount of Old Notes to tender, after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, and based on their financial positions and requirements.

Expiration Date; Extensions; Amendments

        The term "expiration date" shall mean 5:00 p.m., New York City time, on                        , 2009, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended.

        If we extend the exchange offer, we will notify the exchange agent of any extension by oral notice (confirmed in writing) or written notice and will publicly announce the extension prior to 9:00 a.m., New York City time, on the next business day after each previously scheduled expiration date.

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        We reserve the right in our sole discretion, subject to applicable law, at any time and from time to time:

•

to extend the exchange offer;

•

to delay the acceptance of the Old Notes, to the extent in a manner compliant with Rule 14e-1(c) of the Exchange Act, in the event the exchange offer is extended, and retain all Old Notes tendered pursuant to the exchange offer, subject, however, to the right of holders of the Old Notes to withdraw their tendered Old Notes as described under the heading "—Withdrawal Rights";

•

to extend the exchange offer or, if it is reasonably capable of determination that any of the events or conditions referred to under the heading "—Conditions to the Exchange Offer" has occurred or exists or has not been satisfied, to terminate the exchange offer (whether or not any Old Notes have already been accepted for exchange);

•

to require that a holder is to acquire New Notes in the ordinary course of such holder's business; and

•

to waive any condition or otherwise amend the terms of the exchange offer in any respect.

        If we amend the exchange offer in a manner that we determine constitutes a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes, and we will extend the exchange offer if necessary so that at least five business days remain in the exchange offer following notice of the amendment or waiver.

        Any delay in acceptance, termination, extension or amendment will be followed promptly by oral or written notice thereof to the exchange agent (any such oral notice to be promptly confirmed in writing) and by making a public announcement, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to an appropriate news agency.

Acceptance for Exchange and Issuance of New Notes

        Upon the terms and subject to the conditions of the exchange offer, we will exchange, and will issue to the exchange agent, New Notes for Old Notes validly tendered and not withdrawn (pursuant to the withdrawal rights described under the heading "—Withdrawal Rights") promptly after the expiration date.

        In all cases, delivery of New Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

•

Old Notes or a book-entry confirmation of a book-entry transfer of Old Notes into the exchange agent's account at DTC;

•

the letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees; and

•

any other documents required by the letter of transmittal.

        Accordingly, the delivery of New Notes might not be made to all tendering holders at the same time, and will depend upon when Old Notes or book-entry confirmations with respect to Old Notes and other required documents are received by the exchange agent. The term "book-entry confirmation" means a timely confirmation of a book-entry transfer of Old Notes into the exchange agent's account at DTC.

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        Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, Old Notes validly tendered and not withdrawn as, if and when we give oral or written notice to the exchange agent (any such oral notice to be promptly confirmed in writing) of our acceptance of such Old Notes for exchange pursuant to the exchange offer. Our acceptance for exchange of Old Notes tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer. The exchange agent will act as agent for us for the purpose of receiving tenders of Old Notes, letters of transmittal and related documents, and as agent for tendering holders for the purpose of receiving Old Notes, letters of transmittal and related documents and transmitting New Notes to holders who validly tendered Old Notes. Any exchange will be made promptly after the expiration date of the exchange offer. If for any reason the acceptance for exchange or the exchange of any Old Notes tendered pursuant to the exchange offer is delayed (whether before or after our acceptance for exchange of Old Notes), or we extend the exchange offer or are unable to accept for exchange or exchange Old Notes tendered pursuant to the exchange offer, then, without prejudice to our rights set forth in this prospectus and in the letter of transmittal, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Old Notes and the Old Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under the heading "—Withdrawal Rights."

Procedures for Tendering Old Notes

Valid Tender

        Except as set forth below, in order for Old Notes to be validly tendered pursuant to the exchange offer, either:

•

a properly completed and duly executed letter of transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, must be received by the exchange agent at the address set forth under the heading "—Exchange Agent" prior to the expiration date, and tendered Old Notes must be received by the exchange agent, or such Old Notes must be tendered pursuant to the procedures for book-entry transfer set forth below and a book-entry confirmation must be received by the exchange agent, in each case prior to the expiration date; or

•

the guaranteed delivery procedures set forth below must be complied with.

        If less than all of the Old Notes are tendered, a tendering holder should fill in the amount of Old Notes being tendered in the appropriate box on the letter of transmittal. The entire amount of Old Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        If any letter of transmittal, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing. Unless waived by us, evidence satisfactory to us of such person's authority to so act must also be submitted.

        Any beneficial owner of Old Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact such entity promptly if the beneficial holder wishes to participate in the exchange offer.

        The method of delivery of Old Notes, the letter of transmittal and all other required documents is at the option and sole risk of the tendering holder. Delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely

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delivery and proper insurance should be obtained. No letter of transmittal or Old Notes should be sent to Nuveen Investments, Inc. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect these transactions for them.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the Old Notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's book-entry transfer facility system may make a book-entry delivery of Old Notes by causing DTC to transfer the Old Notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfers. However, although delivery of Old Notes may be effected by book-entry transfer into the exchange agent's account at DTC, the letter of transmittal (or facsimile thereof), properly completed and duly executed, any required signature guarantees and any other required documents must in any case be delivered to and received by the exchange agent at its address set forth under the heading "—Exchange Agent" prior to the expiration date, or the guaranteed delivery procedure set forth below must be complied with.

Delivery of documents to DTC does not constitute delivery to the exchange agent.

Signature Guarantees

        Old Notes need not be endorsed and signature guarantees on a letter of transmittal or a notice of withdrawal, as the case may be, are unnecessary unless: (1) the Old Notes are registered in a name other than that of the person surrendering the certificate; or (2) a registered holder completes the box entitled "Special Delivery and Issuance Instructions" in the letter of transmittal.

        In the case of (1) or (2) above, Old Notes must be duly endorsed or accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the letter of transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution," including (as such terms are defined therein): (a) a bank, (b) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (c) a credit union, (d) a national securities exchange, registered securities association or clearing agency or (e) a savings association that is a participant in a Securities Transfer Association.

Guaranteed Delivery

        If a holder desires to tender Old Notes pursuant to the exchange offer and the certificates for such Old Notes are not immediately available or time will not permit all required documents to reach the exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, such Old Notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

•

such tenders are made by or through an eligible guarantor institution;

•

prior to the expiration date, the exchange agent receives from such eligible guarantor institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form accompanying the letter of transmittal, setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent. The notice of guaranteed delivery may be delivered by hand, or transmitted

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by facsimile or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery; and

•

all tendered Old Notes, or book-entry confirmation, in proper form for transfer, together with a properly completed and duly executed letter of transmittal, with any required signature guarantees and any other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Determination of Validity

        All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tendered Old Notes will be determined by us, in our sole discretion, which determination will be final and binding on all parties. We reserve the right, in our sole discretion, to reject any and all tenders that we determine not to be in proper form or the acceptance for exchange of which may, in the view of our counsel, be unlawful. We also reserve the right, subject to applicable law, to waive any defect or irregularity in any tender of Old Notes of any particular holder.

        Our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal and its instructions) will be final and binding on all parties. No tender of Old Notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. None of Nuveen Investments, Inc., any of our affiliates, the exchange agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Resales of the New Notes

        Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us, we believe that holders of Old Notes who exchange their Old Notes for New Notes may offer for resale, resell and otherwise transfer such New Notes without compliance with the registration and prospectus delivery provisions of the Securities Act. This would not apply, however, to any holder that is a broker-dealer that acquired Old Notes as a result of market-making activities or other trading activities or directly from us for resale under an available exemption under the Securities Act. Also, unrestricted resales would be permitted only for New Notes:

•

that are acquired in the ordinary course of a holder's business;

•

where the holder has no arrangement or understanding with any person to participate in the distribution of such New Notes; and

•

where the holder is not an "affiliate" of Nuveen Investments, Inc.

        The staff of the SEC has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes under the exchange offer, where such Old Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution."

Withdrawal Rights

        Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time prior to the expiration date of the exchange offer. In order for a withdrawal to be effective, the withdrawal must be in writing and timely received by the exchange agent at its address set forth under the heading "—Exchange Agent" prior to the expiration date. Any notice of withdrawal must specify the name of

32

the person who tendered the Old Notes to be withdrawn, and, if such Old Notes have been tendered, the name of the registered holder of the Old Notes as set forth on the Old Notes, if different from that of the person who tendered such Old Notes. If certificates for Old Notes have been delivered or otherwise identified to the exchange agent, the notice of withdrawal must specify the serial numbers on the particular Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible guarantor institution, except in the case of Old Notes tendered for the account of an eligible guarantor institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth under the heading "—Procedures for Tendering Old Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time prior to the expiration date of the exchange offer by following any of the procedures described above under the heading "—Procedures for Tendering Old Notes."

        All questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices will be determined by us, in our sole discretion, which determination will be final and binding on all parties. None of Nuveen Investments, Inc., any of our affiliates, the exchange agent or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes that have been tendered but that are withdrawn will be returned to the holder promptly after withdrawal.

Conditions to the Exchange Offer

        If any of the following conditions has occurred or exists or has not been satisfied, as the case may be, prior to the expiration date, we will not be required to accept for exchange any Old Notes and will not be required to issue New Notes in exchange for any Old Notes:

•

a change in the current interpretation by the staff of the SEC that permits resale of New Notes as described above under the heading "—Resales of the New Notes";

•

the institution or threat of an action or proceeding in any court or by or before any governmental agency or body with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

•

the adoption or enactment of any law, statute, rule or regulation that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

•

the issuance of a stop order by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings for that purpose;

•

failure to obtain any governmental approval that we consider necessary for the consummation of the exchange offer as contemplated hereby; or

•

any change or development involving a prospective change in our business or financial affairs has occurred that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer.

        If any of the foregoing events or conditions has occurred or exists or has not been satisfied, as the case may be, at any time prior to the expiration date, we may, subject to applicable law, at any time and from time to time, terminate the exchange offer (whether or not any Old Notes have already been accepted for exchange) or waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes. In this case, we will extend the exchange offer if

33

necessary so that at least five business days remain in the exchange offer following notice of the waiver or amendment.

Exchange Agent

        U. S. Bank National Association has been appointed as the exchange agent. Delivery of the letter of transmittal and any other required documents, questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By facsimile (for eligible guarantor institutions only): (651) 495-8158
Confirm by telephone: 1-(800) 934-6802
General Bondholder Inquiry Phone Number: 1-(800) 934-6802
By Regular, Registered or Certified Mail or Overnight Courier:	By Hand:
U. S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance	U. S. Bank National Association 60 Livingston Avenue 1st Floor—Bond Drop Window St. Paul, MN 55107

Delivery to other than the above address or facsimile number will not constitute a valid delivery.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. Additional solicitation may be made personally or by telephone or other means by our officers, directors or employees.

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection therewith. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of Old Notes, and in handling or tendering Old Notes for their customers.

        Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that if New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the exchange offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the New Notes.

        In consideration for issuing the New Notes as contemplated in this prospectus, we will receive in exchange an equal number of Old Notes in like principal amount. The form and terms of the New Notes are identical in all material respects to the form and terms of the Old Notes, except as otherwise described in the discussion under the heading "The Exchange Offer—Terms of the Exchange Offer." Accordingly, the issuance of the New Notes will not result in any increase in our outstanding debt.

        The gross proceeds from the offering of the Old Notes were $785 million before deducting discounts to the initial purchasers and the fees and expenses of the offering. We used the net proceeds from the offering, together with borrowings under our senior secured credit facilities, proceeds from the cash equity contributions and existing cash, to pay the merger consideration and related fees and expenses in connection with the MDP Transactions.

35

RATIO OF EARNINGS TO FIXED CHARGES

        We have set forth below our ratio of earnings to fixed charges for each of the years in the five fiscal year period ended December 31, 2008 and for the six-month periods ended June 30, 2008 and 2009.

	Year Ended December 31,																		Six Months Ended June 30,
										January 1, 2007 to November 13, 2007			November 14, 2007 to December 31, 2007*
	2004			2005			2006									2008*			2008*			2009*
Ratio of earnings to fixed charges		16.72	x		9.75	x		8.01	x		6.73	x		(0.16)	x		(6.35)	x		0.93	x		0.57	x
Pre-tax income/(loss)* from continuing operations (in 000s)		254,383			284,649			314,834			207,336			(46,504	)		(2,136,789	)		(9,094	)		(60,310	)
Less: income/(loss) from noncontrolling interests* (in 000s)		1,876			5,809			6,230			7,211			1,062			2,286			1,230			712
Pre-tax income/(loss) from Nuveen Investments* continuing operations (in 000s)	$	252,506			278,839			308,604			200,124			(47,565	)		(2,139,075	)		(10,325	)		(61,022	)
Fixed Charges (in 000s)		16,061			31,868			44,028			34,916			40,982			291,036			144,896			142,336
Total "earnings," as defined (in 000s)		268,567			310,707			352,632			235,040			(6,583	)		(1,848,039	)		134,571			81,314
Deficiency (in 000s)		—			—			—			—		$	47,565		$	2,139,075		$	10,325		$	61,022

*

Excludes Symphony CLO V.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of June 30, 2009. This table should be read in conjunction with our Annual Financial Statements and Quarterly Financial Statements, including the Notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Certain Indebtedness," included elsewhere in this prospectus. The Company has no equity interest in Symphony CLO V. Accordingly, the following table excludes the consolidated accounts of Symphony CLO V.

				As of June 30, 2009
				(dollars in millions)
Cash and cash equivalents(1)				$	338.8
Long-term debt, including current maturities:
	Senior secured credit facilities:
		Revolving credit facility(2)		$	250.0
		Term loan(3)			2,286.1
	101/2% senior notes due 2015 offered to be exchanged hereby(4)				785.0
	5% senior notes due 2010(5)				222.7
	51/2% senior notes due 2015(5)				300.0
	Unamortized discount and debt issuance costs(6)				(69.8	)
			Total debt(7)		3,774.0
Stockholders' equity(7)					1,023.5
			Total capitalization	$	4,797.5

(1)

As of June 30, 2009, we had cash and cash equivalents of approximately $338.8 million. Approximately $52.1 million of this amount was maintained at our broker-dealer subsidiary, Nuveen Investments, LLC, to address potential liquidity needs and to comply with applicable regulations.

(2)

We have borrowed the full $250.0 million available under our revolving credit facility.

(3)

In July and August 2009, we obtained a new $500 million second-lien term loan facility under our senior secured credit facilities, and used approximately $198.9 million of the net proceeds therefrom to prepay existing first-lien term loans. In addition, we placed $222.7 million of the net proceeds from these new loans into escrow to retire at maturity all of our 5% senior notes due 2010. This capitalization table does not reflect these post- June 30, 2009 actions.

(4)

Reflects the principal amount of the 10¹/2% senior notes.

(5)

Reflects the principal amount of the 5% and 5¹/2% senior notes, as applicable.

(6)

Reflects the unamortized discount and debt issuance costs related to our senior notes.

(7)

Excludes $402.7 million of debt of Symphony CLO V and ($73.0) million of equity of noncontrolling interests associated with Symphony CLO V.

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SELECTED CONSOLIDATED FINANCIAL DATA FOR NUVEEN INVESTMENTS

        The following table sets forth selected historical consolidated financial information for the periods presented. The balance sheet and income statement data as of and for each of the periods in the five years ended December 31, 2008 has been derived from our Annual Financial Statements and Notes thereto, which have been audited by KPMG LLP. The balance sheet and income statement data as of and for the six-month periods ended June 30, 2008 and 2009 have been derived from our Quarterly Financial Statements. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009.

        Our Annual Financial Statements and Quarterly Financial Statements have been prepared in accordance with GAAP. Historical results are not necessarily indicative of the results we expect in future periods. The data presented below should be read in conjunction with, and are qualified in their entirety by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Annual Financial Statements and Quarterly Financial Statements and the Notes thereto included elsewhere in this prospectus.

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

				Predecessor												Sucessor
																						For the Six Months Ended June 30,
				For the Year Ended December 31,									For the Period January 1, 2007 to November 13, 2007			For the Period November 14, 2007 to December 31, 2007
																			For the Year Ended December 31, 2008
				2004			2005			2006												2008			2009
Income Statement Data:
	Operating Revenues:
		Investment advisory fees from assets under management		$	475,814		$	559,663		$	685,847		$	688,057		$	104,207		$	707,430		$	376,694		$	285,448
		Product distribution			8,959			8,356			4,745			5,502			1,294			9,442			2,050			684
		Performance fees/other revenue			20,864			21,110			19,236			20,309			5,689			23,919			9,253			9,992
			Total operating revenues		505,637			589,129			709,828			713,868			111,190			740,791			387,997			296,124
	Operating Expenses:
		Compensation and benefits			165,321			195,194			263,686			310,044			57,693			282,360			152,324			117,147
		Advertising and promotional costs			12,158			12,495			13,500			14,618			1,718			13,790			6,738			4,106
		Goodwill impairment			—			—			—			—			—			1,089,258			—			—
		Intangible asset impairment			—			—			—			—			—			885,500			—			—
		All other operating expenses			73,408			85,741			105,368			113,155			30,188			247,643			100,907			100,782
			Total operating expenses		250,887			293,430			382,554			437,817			89,599			2,518,551			259,969			222,035
	Other Income/(Expense)				7,548			7,888			15,726			(49,724	)		(38,581	)		(235,094	)		(23,378	)		74,104
	Net Interest Expense				(7,916	)		(18,939	)		(28,166	)		(18,991	)		(36,930	)		(265,444	)		(136,979	)		(125,294	)
	Income/(Loss) Before Taxes				254,382			284,648			314,834			207,336			(53,920	)		(2,278,298	)		(32,329	)		22,899
	Income Tax Expense/(Benefit)				96,099			107,683			120,924			97,212			(17,028	)		(373,601	)		(4,078	)		(14,955	)
	Net Income/(Loss)				158,283			176,965			193,910			110,124			(36,892	)		(1,904,697	)		(28,251	)		37,854
		Less: Net Income/(Loss) Attributable to the Noncontrolling Interests			1,875			5,809			6,230			7,211			(6,354	)		(139,223	)		(22,005	)		83,921
	Net Income/(Loss) attributable to Nuveen Investments			$	156,408		$	171,156		$	187,680		$	102,913		$	(30,538	)	$	(1,765,474	)	$	(6,246	)	$	(46,067	)
Balance Sheet Data (at period end):
	Total assets			$	1,071,593		$	1,077,217		$	1,227,772			n/a		$	8,685,305			6,454,490		$	8,483,151		$	6,374,384
	Total short-term obligations				94,783			265,564			259,278			n/a			305,945			273,870			192,443			186,015
	Total long-term obligations				388,730			629,823			632,806			n/a			5,536,565			5,267,482			5,529,064			5,237,856
	Total Nuveen Investments' shareholders' equity				585,478			156,823			290,719			n/a			2,781,480			1,041,103			2,770,039			1,001,423
	Noncontrolling interest				2,602			25,007			44,969			n/a			61,315			(127,965	)		(8,395	)		(50,910	)
Net Assets Under Management, at period end (in millions)
	Mutual funds			$	12,680		$	14,495		$	18,532			n/a		$	19,195		$	14,688		$	19,064		$	17,329
	Closed-end funds				50,216			51,997			52,958			n/a			52,305			39,858			50,095			41,891
	Managed accounts				52,557			69,625			90,119			n/a			92,807			64,677			82,674			68,595
		Total		$	115,453		$	136,117		$	161,609			n/a		$	164,307		$	119,223		$	151,833		$	127,815
Gross Investment Product Sales (in millions)
	Mutual funds			$	1,625		$	3,191		$	5,642			n/a			6,066	*		6,315		$	3,194		$	3,328
	Closed-end funds				2,888			2,302			595			n/a			1,706	*		2			2			307
	Managed accounts				21,436			21,900			25,869			n/a			18,381	*		14,671			6,379			8,339
		Total		$	25,949		$	27,393		$	32,106			n/a			26,153	*		20,988		$	9,575		$	11,974
Other Financial Data:
	Depreciation and amortization			$	13,017		$	14,237		$	17,857		$	15,457			9,294			75,189		$	37,095		$	39,350
	Capital expenditures				5,634			13,494			11,123			17,924			5,114			24,724			12,371			4,464

*

Represents full year 2007

38

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the consolidated financial statements included in this prospectus. The statements in this discussion and analysis regarding industry outlook, our expectations regarding our future performance and our liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" beginning on page 25. Our actual results may differ materially from those contained in or implied in any forward-looking statements due to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Cautionary Note Regarding Forward-Looking Statements" below.

Description of the Business

        The principal businesses of Nuveen Investments are investment management and related research as well as the development, marketing and distribution of investment products and services for the high-net-worth and institutional market segments. We distribute our investment products and services, which include managed accounts, closed-end exchange-traded funds ("closed-end funds"), and open-end mutual funds ("open-end funds" or "mutual funds") primarily to high-net-worth and institutional investors through intermediary firms, including broker-dealers, commercial banks, private banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors.

        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, mutual fund redemptions or closed-end fund deleveragings exceed gross sales and reinvestments.

        In addition to investment advisory fees, we have two other main sources of operating revenue: performance fees and distribution and underwriting revenue. Performance fees are earned when investment performance on certain institutional accounts and private 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. Generally, 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 revenue relating to our MuniPreferred ® and FundPreferred ®. These are types of auction rate preferred stock ("ARPS") issued by our closed-end funds, shares of which have historically been bought and sold through a secondary market auction process. A participation fee has been paid by the fund to the auction participants based on shares traded. Access to the auction must be made through a participating broker. We have offered non-participating brokers access to the auctions, for which we earned a portion of the participation fee. Beginning in mid-February 2008, the auctions for our ARPS, for the ARPS issued by other closed-end funds and for other auction rate securities began to fail on a widespread basis and have continued to fail. As we have described in several public announcements, we and the Nuveen closed-end funds have been working on various forms of debt and equity financing to redeem all of the approximately $15.4 billion of ARPS issued by our closed-end funds. As of June 30, 2009, the Nuveen funds have completed the redemption of

39

approximately $5.8 billion of ARPS issued by them and we and the Nuveen funds continue to work on alternatives to address the remaining outstanding ARPS of these funds. However, turmoil in the credit markets beginning in September 2008 has severely hampered our efforts to redeem ARPS. If the Nuveen funds are unable to obtain debt or equity financing sufficient to redeem the remaining outstanding ARPS of the Nuveen funds, we do not expect this failure to have a direct adverse impact on the financial position, operating results or liquidity of Nuveen Investments since ARPS are obligations of the Nuveen funds and neither Nuveen Investments nor the Nuveen funds are contractually obligated to redeem, or provide liquidity to redeem, ARPS. However, Nuveen Investments and the Nuveen funds believe that it is in the best interests of the holders of ARPS and the common shareholders of the Nuveen funds to refinance the ARPS issued by the Nuveen funds as soon as practicable. The redemption of ARPS and certain related financings may result in lower advisory fees. We also expect distribution and underwriting revenue relating to ARPS to continue to decrease.

        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.

Acquisition of the Company

        On June 19, 2007, Nuveen Investments, Inc. (the "Predecessor") entered into an agreement (the "merger agreement") under which a group of private equity investors led by Madison Dearborn Partners, LLC ("MDP") agreed to acquire all of the outstanding shares of the Predecessor for $65.00 per share in cash. The Board of Directors and shareholders of the Predecessor approved the merger agreement. The transaction closed on November 13, 2007 (the "effective date").

        On the effective date, Windy City Investments Holdings, L.L.C. ("Holdings") acquired all of the outstanding capital stock of the Predecessor for approximately $5.8 billion in cash. Holdings is owned by MDP, affiliates of Merrill Lynch Global Private Equity and certain other co-investors and certain of our employees, including senior management. Windy City Investments, Inc. ("Parent") and Windy City Acquisition Corp. (the "Merger Sub") are corporations formed by Holdings in connection with the acquisition and, concurrently with the closing of the acquisition on November 13, 2007, the Merger Sub merged with and into Nuveen Investments, which was the surviving corporation (the "Successor") and assumed the obligations of the Merger Sub by operation of law. The merger agreement and the related financing transactions resulted in the following events which are collectively referred to as the "Transactions" or the "MDP Transactions":

•

the purchase by the equity investors of common units of Holdings for approximately $2.8 billion in cash and/or through a roll-over of existing equity interests in Nuveen Investments;

•

the entering into by Merger Sub of a new senior secured credit facility comprised of (1) a $2.3 billion term loan facility with a term of seven years and (2) a $250 million revolving credit facility with a term of six years;

•

the offering by Merger Sub of $785 million of senior notes due in 2015;

•

the merger of Merger Sub with and into Nuveen Investments, with Nuveen Investments (the "Successor") as the surviving corporation, and the payment of the related merger consideration; and

•

the payment of approximately $177 million of fees and expenses related to the Transactions, including approximately $53 million of fees expensed.

        Immediately following the merger, Nuveen Investments became a wholly owned direct subsidiary of Parent and a wholly owned indirect subsidiary of Holdings.

40

        The purchase price of the Company has been allocated to the assets and liabilities acquired based on their estimated fair market values at the date of acquisition as described in Note 3, "Purchase Accounting," to our Annual Financial Statements.

        Unless the context requires otherwise, "Nuveen Investments," "we," "us," "our," or the "Company" refers to the Successor and its subsidiaries, and for the periods prior to November 13, 2007, the Predecessor and its subsidiaries.

        The consolidated statements of income, changes in shareholders' equity and cash flows for the year ended December 31, 2006 and the period from January 1, 2007 to November 13, 2007 represent operations of the Predecessor. The consolidated statements of income, changes in shareholders' equity and cash flows for the period from November 14, 2007 to December 31, 2007, and the year ended December 31, 2008 represent the operations of the Successor. The consolidated balance sheets as of December 31, 2008 and 2007 represent the financial condition of the Successor.

        The acquisition of Nuveen Investments was accounted for as a business combination using the purchase method of accounting, whereby the purchase price (including liabilities assumed) was allocated to the assets acquired based on their estimated fair market values at the date of acquisition and the excess of the total purchase price over the fair value of the Company's net assets was allocated to goodwill. The purchase price paid by Holdings to acquire the Company and related purchase accounting adjustments were "pushed down" and recorded on Nuveen Investments and its subsidiaries' financial statements and resulted in a new basis of accounting for the "successor" period beginning on the day the acquisition was completed. As a result, the purchase price and related costs were allocated to the estimated fair values of the assets acquired and liabilities assumed at the time of the acquisition based on management's best estimates, which were based in part on the work of external valuation specialists engaged to perform valuations of certain of the tangible and intangible assets.

        As a result of the consummation of the Transactions and the application of purchase accounting as of November 13, 2007, the consolidated financial statements for the period after November 13, 2007 are presented on a different basis than that for the periods before November 13, 2007, and therefore are not comparable to prior periods.

Recent Events

Acquisition of Winslow Capital Management

        On December 26, 2008, we acquired Winslow Capital Management ("Winslow Capital"). Winslow Capital specializes in large-cap growth investment strategies for institutions and high net worth investors and had approximately $4.5 billion in assets under management at the time of the acquisition. The results of Winslow Capital's operations are included in our consolidated statement of income since the acquisition date. The aggregate purchase price was $77 million (net of cash acquired) plus certain contingent payments which may become due at the end of 2011 and 2013.

41

Summary of Operating Results

        The table below reconciles the full year ended December 31, 2007 consolidated statement of operations with the discussion of the results of operations that follow:

Financial Results Summary
(dollars in thousands)

			January 1, 2007— November 13, 2007			November 14, 2007— December 31, 2007			Combined* January 1, 2007— December 31, 2007
Closed-End Exchange-Traded Funds			$	231,350		$	35,516		$	266,866
Mutual Funds				96,883			14,587			111,470
Managed Accounts				359,824			54,104			413,928
	Advisory Fees			688,057			104,207			792,264
Closed-End Exchange-Traded Funds				1,761			564			2,325
Muni/Fund Preferred®				3,752			614			4,366
Mutual Funds				(11	)		116			105
	Underwriting & Distribution			5,502			1,294			6,796
Performance Fees/Other Revenue				20,309			5,689			25,998
		Operating Revenues		713,868			111,190			825,058
Compensation and Benefits				310,044			57,693			367,737
Severance				2,600			2,167			4,767
Advertising and Promotional Costs				14,618			1,718			16,336
Occupancy and Equipment Costs				23,383			3,411			26,794
Amortization of Intangible Assets				7,063			8,100			15,163
Travel and Entertainment				9,687			1,654			11,341
Outside and Professional Services				31,486			6,355			37,841
Other Operating Expense				38,936			8,501			47,437
		Operating Expenses		437,817			89,599			527,416
Dividends and Interest Income				11,402			4,590			15,992
Interest Expense				(30,393	)		(41,520	)		(71,913	)
		Net Interest Expense		(18,991	)		(36,930	)		(55,921	)
Gains/(Losses) on Investments				3,942			(33,110	)		(29,168	)
Gains/(Losses) on Fixed Assets				(101	)		—			(101	)
Miscellaneous Income/(Expense)				(53,565	)		(5,471	)		(59,037	)
		Other Income/(Expense)		(49,724	)		(38,581	)		(88,306	)
Income Tax Expense/(Benefit)				97,212			(17,028	)		80,184
Net Income/(Loss)			$	110,124		$	(36,892	)	$	73,232
Less: net income/(loss) attributable to the noncontrolling interests				7,211			(6,354	)		857
Net income/(loss) attributable to Nuveen Investments			$	102,913		$	(30,538	)	$	72,375

*

Represents aggregate Predecessor and Successor results for the period presented. The combined results are non-GAAP financial measures and should not be used in isolation or substitution of Predecessor and Successor results. The aggregated results provide a full-year presentation of our results for comparability purposes.

42

        The table below presents the highlights of our operations for the years ended December 31, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008:

	Year Ended December 31,								Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2006		2009			2008			2009			2008
	(dollars in millions)
Gross sales of investment products	$	20,988		$	26,153		$	32,106	$	6,437		$	5,321		$	11,974		$	9,575
Net flows		(10,288	)		1,344			15,332		801			(919	)		(1,010	)		(3,960	)
Assets under management(1)		119,223			164,307			161,609		127,815			151,833			127,815			151,833
Operating revenues		740.8			825.1			709.8		148.9			191.2			296.1			388.0
Operating expenses		2,518.6			527.4			382.6		104.2			135.0			222.0			260.0
Other income/(expense)		(235.1	)		(88.3	)		15.7		59.5			52.7			74.1			(23.4	)
Net interest expense		265.4			55.9			28.2		61.1			68.7			125.3			137.0
Income tax expense/(benefit)		(373.6	)		80.2			120.9		(0.5	)		15.2			(15.0	)		(4.1	)
Noncontrolling interest net income/(loss)		(139.2	)		0.9			6.2		64.7			1.6			83.9			(22.0	)
Net income/(loss)		(1,765.5	)		72.4			187.7		(21.0	)		23.3			(46.1	)		(6.2	)

(1)

At end of the period.

Results of Operations

        The following tables and discussion and analysis contain important information that should be helpful in evaluating our results of operations and financial condition, and should be read in conjunction with our Annual Financial Statements and Quarterly Financial Statements and related Notes included in this prospectus.

        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, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008 are shown in the table below:

	Year Ended December 31,						Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2006		2009		2008		2009		2008
	(dollars in millions)
Closed-End Exchange-Traded Funds	$	2	$	1,706	$	595	$	141	$	—	$	307	$	2
Mutual Funds		6,315		6,066		5,642		1,990		1,839		3,328		3,194
Retail Managed Accounts		7,914		8,592		17,122		2,584		2,119		4,854		3,820
Institutional Managed Accounts		6,757		9,789		8,747		1,722		1,363		3,485		2,559
Total	$	20,988	$	26,153	$	32,106	$	6,437	$	5,321	$	11,974	$	9,575

        Gross sales for the three-month period ended June 30, 2009 were up $1.1 billion or 21% versus sales in the same quarter of the prior year. In April 2009, we completed the initial public offerings of four state municipal closed-end funds (Pennsylvania Value, New York Value 2, New Jersey Value and California Value 2), raising nearly $150 million in the common share offerings. Mutual fund sales were up $0.2 billion or 8% versus sales in the same quarter of the prior year. This increase was driven by an 88% increase in international value mutual funds, partially offset by a decline in sales of municipal and fixed income funds. Retail managed account sales increased $0.5 billion or 22% for the period, driven

43

by a 21% increase in municipal account sales, a 24% increase in international value account sales and a 25% increase in domestic value account sales. Institutional managed account sales were up $0.4 billion, or 26% versus sales in the second quarter of the prior year, primarily due to the acquisition of Winslow Capital, which drove a $0.6 billion increase in sales for the quarter. Partially offsetting this increase were declines in domestic value account alternative investment account sales.

        Gross sales were up significantly for the six-month period ended June 30, 2009 versus sales in the same period of the prior year. Sales were up $2.4 billion or 25% driven by increases across all product lines. Closed-end funds increased $0.3 billion due to the initial public offerings of Nuveen Municipal Value 2 (NUW) and the four state municipal funds, compared with no initial public offerings in 2008. Mutual fund sales increased 4%, driven by a 57% increase in international value mutual fund sales, partially offset by lower municipal and domestic value fund sales. Retail managed account sales were up $1.0 billion or 27%, driven by increases in municipal account sales, international value account sales and taxable fixed income account sales. Institutional managed account sales were up $0.9 billion, or 36% versus prior year, driven by the acquisition of Winslow Capital, which drove a $1.4 billion increase in sales. Partially offsetting this increase was a decline in domestic value account and alternative investment account sales.

        Gross sales for 2008 of $21.0 billion were down 20% from the prior year. As a result of market conditions, there were no new closed-end fund offerings during the year. This compares unfavorably to the $1.7 billion raised in the prior year. Despite challenging market conditions, retail managed account sales declined only modestly as we selectively reopened our previously closed Tradewinds International Value product and NWQ Large-Cap Value offering. In addition, municipal retail managed account sales were strong, increasing 10% for the year. Institutional managed account sales declined $3.0 billion as investor caution due to market volatility dampened sales. Mutual fund sales were up 4% driven mainly by strong sales of our international value equity and municipal funds, partially offset by a decline in sales of our domestic value equity funds.

        Gross sales for 2007 of $26.2 billion were down 19% over sales in the prior year primarily due to a decline in retail managed account sales. We raised $1.7 billion through the issuance of four new closed-end funds during 2007: the Nuveen Core Equity Alpha Fund; the Multi-Currency Short-Term Government Income Fund; the Tax-Advantaged Dividend Growth Fund; and the Municipal High Income Opportunity Fund 2. This compares favorably to the $0.6 billion raised in the prior year. Mutual fund sales were strong, up 8% from the prior year. Growth was driven mainly by sales of the Nuveen High Yield Municipal Bond Fund (the "High Yield Fund"). Although demand for the High Yield Fund slowed in the second half of the year, full year sales of this fund were up $0.4 billion. Retail managed account sales declined 50% versus the prior year mainly as a result of accelerated sales in the prior year as we closed our Tradewinds International Value strategy to new investors in the second quarter of the prior year. Institutional managed account sales increased 12% for the year. Despite a difficult market environment, we raised approximately $1.7 billion through the offering of three CLOs (Collateralized Loan Obligations) investing in senior bank loans and one CDO (Collateralized Debt Obligation).

44

        Net flows of investment products for the years ending December 31, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008 are shown below:

	Year Ended December 31,								Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2006		2009			2008			2009			2008
	(dollars in millions)
Closed-End Exchange-Traded Funds	$	(2,370	)	$	1,717		$	616	$	77		$	48		$	(555	)	$	52
Mutual Funds		416			1,601			3,622		1,057			744			1,361			806
Retail Managed Accounts		(8,920	)		(5,707	)		5,487		(44	)		(1,823	)		(1,815	)		(4,346	)
Institutional Managed Accounts		586			3,733			5,607		(289	)		112			(1	)		(472	)
Total	$	(10,288	)	$	1,344		$	15,332	$	801		$	(919	)	$	(1,010	)	$	(3,960	)

        After several quarters of net outflows, we finished the three-month period ended June 30, 2009 with net inflows versus net outflows in the same period of the prior year. Mutual fund net inflows were up $0.3 billion or 42% for the period, driven by higher sales in international value funds and a reduction in redemptions on domestic value funds. Retail managed account flows were flat for the period, but improved significantly versus net outflows in the same period of the prior year. This was driven by both an increase in sales and a reduction in redemptions across almost all advisors. Money is returning to the retail managed account category and our recently reopened NWQ and Tradewinds products have stabilized our market share. Institutional managed accounts net outflows were driven largely by the redemption of one large alternative investment account of nearly $0.5 billion from Symphony, partially offset by net inflows in our Tradewinds global equity accounts and Winslow Capital growth equity offerings.

        For the six-month period ended June 30, 2009, retail managed accounts experienced net outflows. These outflows took place in the first quarter of 2009 and were driven by increased redemptions as a result of the challenging market environment. In addition, closed-end funds experienced net outflows as market depreciation in the first quarter caused several of the funds to reduce leverage in order to stay within internal operating leverage ratio bands, offsetting the $0.3 billion in sales of the new funds. Offsetting these net outflows were positive net inflows in mutual funds, which were up $0.6 billion or 69% versus the prior year driven by higher sales in international value funds and a reduction of redemptions in domestic value funds.

        We experienced increased redemptions across all of our products lines in 2008 as a broad range of markets delivered sharply negative returns for the year. The impact of these increased redemptions was most notable in our retail managed account products. Despite only a slight decline in sales year-over-year, retail managed account net outflows increased 56%. Closed-end funds experienced net outflows for the year as market depreciation caused several of the funds to reduce leverage in order to stay within internal operating leverage ratio bands. Net flows on institutional managed accounts declined $3.1 billion, $3.0 billion of which was caused by the previously discussed decline in sales. Mutual fund net flows were down $1.2 billion despite an increase in sales driven primarily by increased redemptions from our municipal and international value equity funds.

        Overall, net flows for 2007 were $1.3 billion, down 91% from the prior year's level. Net flows into closed-end funds were up $1.1 billion when compared to the prior year due to new offerings in 2007. Mutual fund net flows were down $2.0 billion when compared to the prior year due to increased redemptions, primarily focused on the High Yield Fund in the second half of the year as a result of the markets' more negative view of high yield strategies. Retail managed account net flows were down $11.2 billion behind the closing to new investors of our Tradewinds International Value strategy in 2006

45

and increased outflows of NWQ retail managed accounts. Institutional managed account flows decreased $1.9 billion in 2007 when compared to the prior year.

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

	Year Ended December 31,						Six Months Ended June 30,
	2008		2007		2006		2009		2008
	(dollars in millions)
Closed-End Exchange-Traded Funds	$	39,858	$	52,305	$	52,958	$	41,891	$	50,095
Mutual Funds		14,688		19,195		18,532		17,329		19,064
Retail Managed Accounts		34,860		54,919		58,556		34,806		47,671
Institutional Managed Accounts		29,817		37,888		31,563		33,789		35,003
Total	$	119,223	$	164,307	$	161,609	$	127,815	$	151,833

        Assets under management at June 30, 2009 were approximately $128 billion, a decrease of 16% versus assets under management at June 30, 2008 but an increase of 7% versus assets under management at December 31, 2008. At June 30, 2009, 49% of our assets were in municipal portfolios, 43% in equity portfolios and 8% in taxable income portfolios. At June 30, 2008, 42% of our assets were in municipal portfolios, 48% in equity portfolios and 10% in taxable income portfolios.

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

			Year Ended December 31,									Three Months Ended June 30,						Six Months Ended June 30,
			2008			2007			2006			2009			2008			2009			2008
			(dollars in millions)
Beginning Assets Under Management			$	164,307		$	161,609		$	136,117		$	115,334		$	153,026		$	119,223		$	164,307
	Gross Sales			20,988			26,153			32,106			6,437			5,321			11,974			9,575
	Reinvested Dividends			547			709			498			107			155			177			224
	Redemptions			(31,823	)		(25,518	)		(17,272	)		(5,743	)		(6,395	)		(13,161	)		(13,759	)
		Net flows into Managed Assets		(10,288	)		1,344			15,332			801			(919	)		(1,010	)		(3,960	)
	Acquisitions			4,542			363			—			—			—			—			—
	Appreciation/(Depreciation)			(39,338	)		991			10,160			11,680			(274	)		9,602			(8,514	)
Ending Assets Under Management			$	119,223		$	164,307		$	161,609		$	127,815		$	151,833		$	127,815		$	151,833

        Assets under management were up $12.5 billion during the three-month period ended June 30, 2009 as a result of both net inflows and significant market appreciation for the period. Market movement during the period was comprised of $8.5 billion of equity, $2.0 billion of taxable fixed-income and $1.3 billion of municipal market appreciation.

        Assets under management were up $8.6 billion for the six-month period ended June 30, 2009 as a result of market appreciation, partially offset by net outflows. Market movement for the period was comprised of $4.5 billion of equity, $3.4 billion of municipal and $1.7 billion of taxable fixed-income market appreciation.

        Net outflows in 2008 of $10.3 billion coupled with $39.3 billion of market depreciation and $4.5 billion of assets acquired in our acquisition of Winslow Capital resulted in a 27% decline in assets under management in 2008. Closed-end fund assets decreased $12.5 billion, as a result of $10.1 billion in market depreciation and $2.4 billion in net outflows. The net outflows were the result of several

46

funds reducing leverage in order to stay within internal operating leverage ratio bands. Mutual fund assets declined $4.5 billion, driven by $4.9 billion in market depreciation, partially offset by $0.4 billion in net flows. Managed account assets declined $28.1 billion, driven by $24.3 billion in market depreciation and $8.3 billion in net outflows, partially offset by the addition of $4.5 billion of assets as a result of the Winslow Capital acquisition. At December 31, 2008, 48% of our assets were in municipal portfolios, 44% in equity portfolios and 8% in taxable fixed-income portfolios.

        Net flows in 2007 of $1.3 billion coupled with $1.0 billion of market appreciation and $0.4 billion of assets acquired in our acquisition of HydePark Investment Strategies resulted in a 2% increase in assets under management in 2007. Closed-end fund assets decreased $0.7 billion, as $2.4 billion in market depreciation was partially offset by $1.7 billion of new offerings. Mutual fund assets grew $0.7 billion, driven by $1.6 billion in net flows, offset by $0.9 billion in market depreciation. Managed account assets increased $2.7 billion, driven by $4.3 billion in market appreciation offset by $2.0 billion in net outflows and the addition of $0.4 billion of assets as a result of the HydePark acquisition. At December 31, 2007, 39% of our assets were in municipal portfolios, 51% in equity portfolios and 10% in taxable fixed-income portfolios.

        Investment advisory fee income, net of sub-advisory fees and expense reimbursements, for the years ended December 31, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008 is shown in the following table:

	Year Ended December 31,						Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2006		2009		2008		2009		2008
	(dollars in thousands)
Closed-End Exchange-Traded Funds	$	257,283	$	266,883	$	252,738	$	58,104	$	67,398	$	112,951	$	134,708
Mutual Funds		101,218		111,453		89,558		22,465		26,866		42,756		53,170
Managed Accounts		348,929		413,928		343,551		64,350		89,671		129,741		188,816
Total	$	707,430	$	792,264	$	685,847	$	144,919	$	183,935	$	285,448	$	376,694

        Advisory fees of $144.9 million for the three-month period ended June 30, 2009 were down $39.0 million, or 21%, from the same period of the prior year. Advisory fees were down across all categories driven by lower asset levels, mainly as the result of significant market depreciation in the second half of 2008. Closed-end fund advisory fees were down $9.3 million, or 14% from the same period of the prior year. Advisory fees on mutual funds were down $4.4 million or 16% while managed account advisory fees were down $25.3 million or 28% for the period.

        Advisory fees for the six-month period ended June 30, 2009 declined $91.2 million, or 24% versus the same period of the prior year. Advisory fees were down across all categories driven by lower asset levels, mainly as the result of significant market depreciation. Closed-end fund fees were down $21.8 million, or 16% from the same period of the prior year. Mutual fund fees were down $10.4 million, or 20%, and managed account fees declined $59.1 million, or 31%, from the same period of the prior year.

        Advisory fees of $707.4 million for 2008 were down $84.8 million, or 11%, from 2007. Advisory fees were down across all categories driven by lower asset levels, mainly as the result of significant market depreciation. Closed-end fund advisory fees were down $10.0 million, or 4% from 2007. Advisory fees on mutual funds were down $10.3 million, or 9%, from 2007 while managed account advisory fees were down $64.6 million, or 16%.

        Higher average asset levels in 2007 contributed to a 16% increase in advisory fees in 2007. Advisory fees on mutual funds increased 24%, managed account fees increased 20%, and fees on

47

closed-end funds increased 6% for the year. Within the managed account product line, advisory fee revenue increased most notably on value-style equity accounts. Fees on growth-style equity accounts continued to decline.

        Product distribution revenue for the years ended December 31, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008 is shown in the following table:

	Year Ended December 31,							Three Months Ended June 30,						Six Months Ended June 30,
	2008		2007		2006			2009			2008			2009			2008
	(dollars in thousands)
Closed-End Exchange-Traded Funds	$	4,966	$	2,325	$	458		$	229		$	—		$	425		$	(39	)
MuniPreferred® and FundPreferred®		3,847		4,366		4,880			304			1,041			1,038			2,139
Open-End Mutual Funds		629		105		(593	)		(818	)		(222	)		(779	)		(50	)
Total	$	9,442	$	6,796	$	4,745		$	(285	)	$	819		$	684		$	2,050

        Product distribution revenue decreased in the three-month period ended June 30, 2009 due largely to a decline in MuniPreferred® and FundPreferred® fees as a result of an overall decline in ARPS outstanding due to the redemption of these shares. Mutual fund distribution revenue declined $0.6 million driven mainly by lower distribution on Class B and C shares. Partially offsetting these declines was an increase in underwriting revenue as a result of the four state closed-end fund offerings during the 2009 period.

        For the six-month period ended June 30, 2009 product distribution revenue decreased by $1.4 million, or 67% from the same period of the prior year. This decline was primarily driven by a decline in MuniPreferred® and FundPreferred® fees as a result of an overall decline in ARPS outstanding as a result of the redemption of these shares. Mutual fund distribution revenue declined $0.7 million due to lower distribution on Class B and C shares, partially offset by an increase in closed-end fund underwriting revenue resulting from five initial public offerings during the 2009 period.

        Product distribution revenue in 2008 was $9.4 million, an increase of $2.6 million, or 39%, from 2007. Underwriting revenue on closed-end funds increased $2.6 million. Although there were no new closed-end fund offerings in 2008, we received $5.0 million in placement fee revenue (offset by $7.5 million in placement fee expense included in "Other Operating Expenses") for acting as placement agent on the offering of the Variable Rate Demand Preferred Shares ("VRDP") issued during in 2008. MuniPreferred ® and FundPreferred ® fees declined as a result of an overall decline in ARPS outstanding as a result of the redemption of these shares. Mutual fund distribution revenue increased $0.5 million driven mainly by an increase in mutual fund sales as well as a reduction in commissions paid to third party distribution firms on large dollar value sales.

        Product distribution revenue increased in 2007 when compared with the prior year. Underwriting revenue on closed-end funds increased $1.9 million due to an increase in both the number of funds and assets raised. Mutual fund distribution revenue increased $0.7 million, due mainly to an increase in mutual fund sales. MuniPreferred® and FundPreferred® fees declined $0.5 million for the year. This decline is due to a decrease in shares traded by non-participating brokers who access auctions through our trading desk.

Performance Fees/Other Revenue

        Performance fees/other revenue consist of performance fees earned on institutional assets managed, consulting revenue and various fees earned in connection with services provided on behalf of our defined portfolio assets under surveillance in our unit investment trusts. We discontinued offering unit investment trust products in 2002.

48

        Performance fees for the three-month period ended June 30, 2009 were $3.7 million, down by $1.7 million from $5.4 million in the same period of 2008 driven by lower performance fees on Symphony accounts, partially offset by higher performance fees on Tradewinds accounts. Other revenue for the period was $0.6 million, down by $0.4 million from $1.0 million for the 2008 period primarily driven by lower HydePark consulting revenue.

        For the six-month period ended June 30, 2009 performance fees were $8.6 million, up by $1.5 million from $7.1 million in the same period of the prior year. Significantly higher performance fees on Tradewinds accounts were partially offset by lower performance fees on Symphony accounts. Other revenue was $1.4 million, down by $0.8 million for the period resulting from lower HydePark consulting revenue.

        Performance fees/other revenue for 2008 were $23.9 million, a decrease of $2.1 million, or 8%, from 2007. Performance fee revenue declined from $23.2 million in 2007 to $19.6 million in 2008 due to a decline in performance fees on alternative investment products. Partially offsetting this decline was an increase in consulting revenue as a result of a full year of Nuveen HydePark revenues in 2008.

        Performance fees/other revenue for 2007 were $26.0 million, up from $19.2 million in 2006. The increase is due to higher performance fees and the addition of Nuveen HydePark consulting revenue.

Operating Expenses

        Operating expenses for the years ended December 31, 2008, 2007 and 2006 and the three and six months ended June 30, 2009 and 2008 are shown in the following table:

	Year Ended December 31,						Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2006		2009		2008		2009		2008
	(dollars in millions)
Compensation and Benefits	$	282,360	$	367,737	$	263,686	$	47,720	$	75,302	$	117,147	$	152,324
Severance		54,241		4,767		732		6,620		10,228		6,695		11,672
Advertising and Promotional Costs		13,790		16,336		13,500		1,683		3,145		4,106		6,738
Occupancy and Equipment Costs		28,850		26,794		24,184		8,468		7,183		16,405		13,727
Amortization of Intangible Assets		64,845		15,163		8,433		16,210		16,200		32,420		32,400
Travel and Entertainment		12,304		11,341		10,158		2,306		3,148		4,761		6,489
Outside and Professional Services		45,402		37,841		31,164		10,717		11,343		20,614		20,491
Goodwill Impairment		1,089,258		—		—		—		—		—		—
Intangible Asset Impairment		885,500		—		—		—		—		—		—
Other Operating Expenses		42,001		47,437		30,697		10,517		8,443		19,887		16,128
Total	$	2,518,551	$	527,415	$	382,554	$	104,241	$	134,992	$	222,035	$	259,969

Compensation and Benefits

        Compensation and related benefits decreased $27.6 million during the three-month period ended June 30, 2009 relative to the same period of the prior year and $35.2 million for the six-month period ended June 30, 2009, mainly as a result of a reduction in incentive compensation as a result of the overall decline in earnings and a reduction in staffing levels.

        Compensation and related benefits expense declined $85.4 million in 2008 when compared with 2007. Base compensation and benefits increased $12.2 million driven mainly by the carryover impact of

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headcount increases made in 2007. Headcount for the Company as of the end of the year was down versus end of year 2007; however, the reduction in headcount was made late in the year and therefore did not have a significant impact on base compensation for 2008. Non-cash compensation declined significantly in 2008 as the result of additional expense recorded in 2007 related to the accelerated vesting of equity options due to the MDP Transactions (for further information, please see discussion on 2007 below). Incentive compensation declined $55.0 million as a result of the overall decline in earnings.

        Compensation and related benefits expense increased $104.1 million during 2007. Approximately $43.5 million of the increase was the result of the accelerated vesting of all outstanding stock options and restricted stock as a result of the MDP transactions. We maintained 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"). All unvested equity awards that were granted under the 1996 Plan vested free of restrictions on September 18, 2007 upon shareholder approval of the merger agreement for the MDP Transactions. All unvested equity awards that were granted under the 2005 Plan vested and became free of restriction upon the closing of the merger on November 13, 2007. In addition to the accelerated equity award expense, we incurred approximately $9.1 million in additional employer related taxes as a result of the payout of these equity awards. The remaining increase can be attributed to higher base compensation as a result of new positions and salary increases, as well as increases in incentive compensation.

Amortization of Intangible Assets

        Amortization of intangible assets for the three and six months ended June 30, 2009 were consistent with the same periods of the prior year.

        Amortization of intangible assets increased $49.7 million during 2008 as a direct result of the increase in amortizable intangible assets as a result of the MDP Transactions.

        Amortization of intangible assets increased $6.7 million during 2007. In connection with the MDP Transactions, our intangible assets were valued by management with the assistance of valuation specialists. Our valuation resulted in approximately $1.0 billion in amortizable definite-lived intangible assets with an estimated useful life of approximately 15 years. For the year ended December 31, 2007, we recorded $8.1 million in amortization expense for the period subsequent to the MDP Transactions.

Occupancy and Equipment Costs

        Occupancy and equipment costs increased $1.3 million for the three-month period and $2.7 million for the six-month period ended June 30, 2009 as a result of the Winslow Capital acquisition as well as an increase in depreciation expense.

Outside and Professional Services

        Outside and professional services expense decreased $0.6 million for the three-month period ended June 30, 2009 due to a decline in consulting fees, partially offset by an increase in higher electronic data and research costs for our investment teams. For the six-month period ended June 30, 2009 outside and professional services expense increased $0.1 million as a result of non-recurring legal fees.

        Outside and professional services expense increased $7.6 million during 2008 primarily due to increases in electronic information and information technology expenses as a result of investments in upgrading our operational platform and as we continue to provide our investment and research teams with more tools to better manage their portfolios.

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        Outside and professional services expense increased $6.7 million during 2007 (excluding the expenses related to the MDP Transactions, which are included in "Other Income/(Expense)"). The increase was due primarily to an increase in electronic information expense.

        As a result of the recent steep global economic decline that first began at the end of 2007, we have identified approximately $1.1 billion of non-cash goodwill impairment and $0.9 billion of non-cash intangible asset impairment as of December 31, 2008. The amount of the impairment was determined by us following our annual impairment test in accordance with SFAS No. 142, and included the assistance of certain valuation work performed by a nationally recognized independent consulting firm. For further information, see Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statements.

All Other Operating Expenses

        All other operating expenses, including advertising and promotional costs, travel and entertainment, structuring fees, severance, recruiting, fund organization costs and other expenses decreased approximately $3.8 million for the three-month period and $5.6 million for the six-month period ended June 30, 2009. The lower spending is driven by reductions in advertising and promotional costs, travel and entertainment, severance and recruiting.

        All other operating expenses, including advertising and promotion, occupancy and equipment, travel and entertainment, structuring fees, severance, fund organization costs and other expenses increased $44.5 million during 2008. The main driver of the increase was an increase in severance of $49.5 million due to organizational restructuring (for additional information see Note 4, "Restructuring Charges," to our Annual Financial Statements). Partially offsetting this increase was a decline in structuring/placement fees on closed-end funds of $5.3 million.

        All other operating expenses, including advertising and promotion, occupancy and equipment, travel and entertainment, structuring fees, severance, fund organization costs and other expenses increased $27.4 million during 2007. Approximately $10.0 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. Severance, recruiting and relocation increased $10.6 million due to organizational restructuring. Advertising and promotional costs increased $2.8 million due primarily due to the increased focus on promoting our mutual funds. Occupancy and equipment costs increased $2.6 million as a result of an increase in leased space. The remainder of the increase relates primarily to higher travel and entertainment expenses.

Other Income/(Expense)

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

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        The following is a summary of other income/(expense) for the years ended December 31, 2008, 2007 and 2006 and the three and six months ended June 30, 2009 and 2008:

	Year Ended December 31,									Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2006			2009			2008			2009			2008
	(dollars in thousands)
Gains/(Losses) on Investments	$	(199,720	)	$	(29,169	)	$	15,466		$	59,340		$	53,728		$	73,362		$	(21,438	)
Gains/(Losses) on Fixed Assets		(4	)		(101	)		(171	)		—			(2	)		(1	)		(4	)
Other-Than-Temporary Impairment Loss		(38,315	)		—			—			—			—			—			—
Transaction (Expense)		(2,280	)		(51,117	)					(1,233	)		(495	)		(1,233	)		(790	)
Miscellaneous Income/(Expense)		5,225			(7,919	)		431			1,409			(580	)		1,976			(1,146	)
Total	$	(235,094	)	$	(88,306	)	$	15,726		$	59,516		$	52,651		$	74,104		$	(23,378	)

        Included in gains/(losses) on investments is $58.1 million for the three months ended June 30, 2009 and $72.5 million for the six months ended June 30, 2009 in gains on Symphony CLO V, a collateralized loan obligation managed by Symphony in which MDP owns a controlling equity interest, but the Company has no equity. Because of the MDP equity in Symphony CLO V, we are required to consolidate Symphony CLO V in our financial statements (see also "Net Income/Loss Due to Noncontrolling Interest," below). In addition to the investment gains reported on the consolidated CLO, we recorded approximately $0.5 million in miscellaneous expense also as a result of the consolidation of Symphony CLO V for the three-month period ended June 30, 2009. This $0.5 million is reflected in miscellaneous income/(expense). Also included in miscellaneous income/(expense) in the three-month period ended June 30, 2009 is $3.1 million of unrealized mark-to-market gains on derivative transactions entered into as a result of the Transactions. Partially offsetting this gain is $0.3 million of Transactions-related fees. For additional information, please refer to "Capital Resources, Liquidity and Financial Condition—Equity" below.

        Included in gains/(losses) on investments in 2008 is a $46.8 million non-cash unrealized mark-to-market loss on derivative transactions entered into as a result of the Transactions. Also included in gains/(losses) on investments is $148.8 million in non-cash losses on Symphony CLO V (see also "Net (Income)/Loss Due to Noncontrolling interest" below). In addition to the investment losses reported on Symphony CLO V, we recorded approximately $2.2 million in miscellaneous expense also as a result of the consolidation of Symphony CLO V. During 2008, we recorded an additional $2.3 million of expense as a result of the Transactions and $2.0 million in expense on the settlement of litigation. Partially offsetting these expenses was a non-cash gain on the early retirement of debt. For further information, see Note 7, "Debt," to our Annual Financial Statements. Additionally, a loss of $38.3 million was recorded in 2008 for other-than-temporary impairment on available for sale securities that are not expected to recover in the near term.

        Total other expense for 2007 was $88.3 million. Of this amount, $51.1 million relates to the MDP Transactions. In addition, we made a one-time $6.2 million payment to Merrill Lynch, Pierce, Fenner & Smith to terminate an agreement in respect of several of our previously offered closed-end funds under which we were obligated to make payments over time based on the assets of the respective closed-end funds. Included in gains/(losses) on investments is a $31.4 million unrealized mark-to-market loss on derivative transactions entered into as a result of the Transactions. Also included in investment losses is an $8.2 million unrealized loss on the CLO investment required to be consolidated in our financial results.

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Net Income/Loss Due to Noncontrolling Interest

        Symphony CLO V is a noncontrolling interest. See Note 12, "Consolidated Funds—Symphony CLO V," to our Annual Financial Statements. We have no equity interest in this CLO investment vehicle and all gains and losses recorded in our financial statements are attributable to other investors. For the years ended December 31, 2008 and 2007, we recorded a $141.5 million net loss and a $7.4 million net loss, respectively, on Symphony CLO V. For the three and six months ended June 30, 2009 we recorded $64.2 million and $83.2 million of net income, respectively, on this investment which is offset in net income/loss attributable to noncontrolling interests. The entire amount of the income or loss is offset in net income/loss attributable to noncontrolling interests.

        Key employees at NWQ, Tradewinds, Symphony, and Santa Barbara have been granted noncontrolling equity-based profits interests in their respective businesses. For additional information on these noncontrolling interests, please refer to "Capital Resources, Liquidity and Financial Condition—Equity" below.

Net Interest Expense

        The following is a summary of net interest expense for the years ended December 31, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008:

	Year Ended December 31,									Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2006			2009			2008			2009			2008
	(dollars in thousands)
Dividends and Interest Income	$	41,172		$	15,992		$	11,388		$	9,934		$	9,181		$	19,005		$	20,129
Interest Expense		(306,616	)		(71,913	)		(39,554	)		(70,992	)		(77,892	)		(144,299	)		(157,108	)
Total	$	(265,444	)	$	(55,921	)	$	(28,166	)	$	(61,058	)	$	(68,711	)	$	(125,294	)	$	(136,979	)

        For the three-month and six-month periods ended June 30, 2009, net interest expense declined $7.7 million and $11.7 million, respectively, when compared to the same periods in the prior year. The main driver of this decrease was a reduction in interest expense recorded as a result of the consolidation of Symphony CLO V. Interest expense on Symphony CLO V was approximately $6.9 million lower for the three-month period ended June 30, 2009 and $10.0 million lower for the six-month period ended June 30, 2009 when compared to the same periods in the prior year.

        Included in dividend and interest revenue for 2009 is $8.9 million for the three-month period ended June 30, 2009 and $16.7 million for the six-month period ended June 30, 2009 of dividend and interest revenue from the consolidation of Symphony CLO V. For the three-month and six-month periods ended June 30, 2008, dividend and interest revenue from the consolidation of Symphony CLO V was $6.6 million and $14.2 million, respectively.

        Net interest expense in 2008 increased $209.5 million versus 2007 due to the existence for the full year of outstanding debt incurred in connection with the MDP Transactions. Included in net interest expense for the year is $9.5 million of net interest revenue related to Symphony CLO V described above. Net interest revenue of Symphony CLO V is comprised of $30.8 million in dividend and interest revenue, offset by $21.3 million of interest expense.

        Total net interest expense was $55.9 million in 2007. The $27.8 million increase versus the prior year is mainly the result of the new debt put in place in connection with the MDP Transactions.

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Recent Accounting Pronouncements

Codification

        During June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 168, "The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles—a Replacement of FASB Statement No. 162" ("SFAS No. 168"). SFAS No. 168 states that the FASB Accounting Standards Codification™ ("Codification") will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS No. 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other grandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

        Following SFAS No. 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates will serve to only update the Codification, provide background information about the Codification's guidance, and provide the bases for conclusions on change(s) in the Codification.

        The Codification does not change U.S. GAAP. The Codification reorganizes the various U.S. GAAP pronouncements into approximately 90 accounting topics and displays them in a consistent structure for ease of research and cross-reference.

        SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162"), which became effective on November 13, 2008, identified the sources of accounting principles and framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS No. 162 arranged these sources of GAAP in a hierarchy for users to apply accordingly. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding SFAS No. 162. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative. As a result, SFAS No. 168 replaces SFAS No. 162 to indicate this change in GAAP hierarchy.

SFAS No. 167 Amendments to FASB Interpretation No. 46(R)

        During June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" ("SFAS No. 167"). SFAS No. 167 amends FASB Interpretation No. 46(R) to require an enterprise to perform an analysis to determine whether the enterprise's variable interest(s) give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics:

•

the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance; and

•

the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.

        Additionally, the enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity's economic performance.

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        SFAS No. 167 amends Interpretation 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. Before this Statement, Interpretation 46(R) required reconsideration of whether an enterprise is the primary beneficiary of a variable interest entity only when specific events occurred.

        SFAS No. 167 also amends Interpretation 46(R) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both.

        SFAS No. 167 amends certain guidance in Interpretation 46(R) of determining whether an entity is a variable interest entity. It is possible that application of this revised guidance will change an enterprise's assessment of which entities with which it is involved are variable interest entities.

        SFAS No. 167 amends Interpretation No. 46(R) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity's economic performance.

        Under Interpretation 46(R), a troubled debt restructuring as defined in paragraph 2 of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings," was not an event that required reconsideration of whether an entity is a variable interest entity and whether an enterprise is the primary beneficiary of a variable interest entity. SFAS No. 167 eliminates that exception.

        Finally, SFAS No. 167 amends Interpretation 46(R) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity.

        SFAS No. 167 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. SFAS No. 167 will be effective for Nuveen Investments on January 1, 2010. The Company is currently evaluating the impact of SFAS No. 167 to its financial statements.

SFAS No. 165—Subsequent Events

        During May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS No. 165"). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are "available to be issued" (as defined in SFAS No. 165). SFAS No. 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date.

        SFAS No. 165 observes that there are two varieties of subsequent events: (1) events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet (called "recognized" subsequent events), and (2) events that provide evidence about conditions that did not exist at the date of the balance sheet, but arose after that date (called "non-recognized" subsequent events). The standard states that companies should recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. For example, the settlement of litigation (after the balance sheet date, but before the date the financial statements are issued or available to be issued) falls within this category of subsequent events where the events that "gave rise" to the litigation had taken place before the balance sheet date. Conversely, a company does not recognize subsequent events that provide evidence about conditions that did not

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exist at the balance sheet date, but instead arose after the balance sheet date and before the date on which financial statements are issued or are available to be issued. Examples of this type of subsequent event include sales of investments or business combinations. Finally, SFAS No. 165 states that some non-recognized subsequent events may be of such a nature that they must be disclosed to keep the financial statements from being characterized as being misleading. With respect to this type of subsequent event, a company would be required to disclose: (1) the nature of the event, and (2) an estimate of its financial effect or an affirmative statement that such an estimate cannot be made.

        The FASB states that this standard should not result in significant changes in subsequent events that an entity reports—either through recognition or disclosure—in its financial statements. SFAS No. 165 has an "accelerated" effective date; it will apply with respect to interim or annual reporting periods ending after June 15, 2009. We have complied with the disclosure requirements of SFAS No. 165. There were no events occurring subsequent to June 30, 2009 fitting the criteria of SFAS No. 165 that needed to be reflected on our statement of financial position or results of operations for the six months ended June 30, 2009.

FASB Staff Positions on Fair Value Measurements, Other-Than-Temporary Impairments, and Interim Disclosures of Fair Value

        On April 9, 2009, the FASB issued three final Staff Positions intended to provide additional application guidance and enhance disclosures regarding the fair value measurements and impairment of securities. This additional application guidance was needed to clarify the application of Statement No. 157, "Fair Value Measurements" ("SFAS No. 157"), to fair value measurements in the current market environment, modify the recognition of other-than-temporary impairment of debt securities, and require companies to disclose the fair values of financial instruments in interim periods. The final Staff Positions are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted simultaneously. The Company has adopted the provisions under these three Staff Positions for its interim financial statements for the six month period ended June 30, 2009. The following describes each of the Staff Positions.

     FSP FAS 157-4

        FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"), provides guidance for making fair value measurements more consistent with the principles presented in SFAS No. 157. FSP FAS 157-4 relates to determining fair values when there is no active market or where price inputs being used represent distressed sales. It reaffirms what SFAS No. 157 states is the objective of fair value measurement—to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.

     FSP FAS 107-1 and APB 28-1

        FSP FAS 107-1 and APB 28-1, "Interim Disclosures About Fair Value of Financial Instruments" ("FSP FAS 107-1 / APB 28-1"), enhance consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 107-1 / APB 28-1 relate to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing this FSP, fair values for these assets and liabilities were only disclosed once a year. The FSP now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value.

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     FSP FAS 115-2 and FAS 124-2

        FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments" ("FSP FAS 115-2 / FAS 124-2"), provide additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. FSP FAS 115-2 / FAS 124-2 are intended to bring greater consistency on the timing of impairment recognition, and provide greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. The FSP also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses.

SFAS No. 141 (revised)—Business Combinations

        During December 2007, the FASB issued SFAS No. 141 (revised), "Business Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) revises SFAS No. 141, "Business Combinations," while retaining the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) further defines the acquirer, establishes the acquisition date, and broadens the scope of transactions that qualify as business combinations.

        Additionally, SFAS 141(R) changes the fair value measurement provisions for assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides guidance for the measurement of fair value in a step acquisition, changes the requirements for recognizing assets acquired and liabilities assumed subject to contingencies, provides guidance on recognition and measurement of contingent consideration and requires that acquisition-related costs of the acquirer be expensed as incurred. Liabilities for unrecognized tax benefits related to tax positions assumed in a business combination that settled prior to the adoption of SFAS No. 141(R), affect goodwill. If such liabilities reverse subsequent to the adoption of SFAS No. 141(R), such reversals will effect the income tax provision in the period of reversal. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of the adoption of SFAS No. 141 (R) on our consolidated financial statements is dependent on future business acquisition activity.

SFAS No. 157—Fair Value Measurements

        On September 15, 2006, the FASB issued Statement of Financial Accounting Standard ("SFAS") No. 157, "Fair Value Measurements." 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, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the company's mark-to-market model value. The standard also requires expanded disclosure of the effect on earnings for items measured using unobservable data.

        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).

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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. We adopted SFAS No. 157 on January 1, 2008. The most significant impact that SFAS No. 157 had to our financial position and results of operations is in the valuation involving mark-to-market for our "New Debt Derivatives," as further discussed in Note 9, "Derivative Financial Instruments," to our Annual Financial Statements. To comply with the provisions of SFAS No. 157, we incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty's non-performance risk in the fair value measurements. The net SFAS 157 fair value of our New Debt Derivatives at December 31, 2008 is a liability of $78.5 million, which reflects a gross termination value of $122.4 million offset by a credit valuation adjustment of $43.9 million.

SFAS No. 158—Retirement Plans

        For a full description of the impact to us from SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"), refer to Note 13, "Retirement Plans," to our Annual Financial Statements.

SFAS No. 159—Fair Value Option

        During February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment to FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure eligible financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis, must be applied to an entire instrument, and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to SFAS No. 159 are required to be reported separately on the consolidated balance sheet from those instruments measured using a different accounting method. The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. We adopted SFAS No. 159 on January 1, 2008, however, elected not to apply the fair value option to any of its eligible financial assets or liabilities at that date. Therefore, the adoption of SFAS No. 159 had no impact on our consolidated financial statements. We may elect the fair value option for any future eligible financial assets or liabilities upon their initial recognition.

SFAS No. 160—Noncontrolling Interests

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51." SFAS No. 160 amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to establish accounting and reporting standards for a noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This pronouncement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, separate from the parent's equity, in the consolidated financial statements. In addition, consolidated net income should be adjusted to include the net income attributed to the noncontrolling interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008; earlier adoption is prohibited. SFAS No. 160 requires retrospective adoption of the presentation and disclosure requirements for existing noncontrolling interests. All other requirements of SFAS No. 160 shall be applied prospectively. The Company adopted SFAS No. 160 on January 1, 2009. As a result of the retrospective application of the disclosure

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provisions of SFAS No. 160, minority interest receivable/payable is no longer presented in the mezzanine section of the Company's consolidated balance sheet. Minority interest receivable/payable is now presented as "Noncontrolling Interest" on the Company's consolidated balance sheet as of December 31, 2008 in conformity with the provisions of SFAS No. 160. "Total Nuveen Investments' shareholders' equity" at December 31, 2008 remains unchanged from that presented in the Company's 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009). On the statement of cash flows, repurchases of minority interests had been recorded in "Cash Flows from Investing Activities." Under SFAS No. 160, such repurchased are reflected in "Cash Flows from Financing Activities."

        Also under the provisions of SFAS No. 160, changes in a parent company's ownership interest in a subsidiary while the parent retains its controlling financial interest in that subsidiary are accounted for as equity transactions. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted shall be recognized in equity attributable to the parent. During February 2009, the Company exercised its right to call certain noncontrolling interests. Under the provisions of SFAS No. 160, the $12.6 million representing the amount paid for the repurchases in excess of the vested value of these noncontrolling interests was recorded as a reduction to Nuveen's additional paid-in-capital. Prior to SFAS No. 160, this amount would have been recorded as additional goodwill.

SFAS No. 161—Disclosures About Derivative Instruments

        In March 2008, the FASB issued SFAS No. 161, "Disclosures About Derivative Instruments and Hedging Activities—an Amendment of SFAS No. 133." SFAS No. 161 expands the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 specifically requires enhanced disclosures addressing: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 14, 2008. The additional disclosure requirements of SFAS No. 161 did not have a material impact on the Company's consolidated financial statements.

FSP FAS 132(R)-1—Employers' Disclosures About Postretirement Benefit Plan Assets

        On December 30, 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures About Postretirement Benefit Plan Assets," which amends SFAS No. 132(R), "Employers' Disclosures About Pensions and Other Postretirement Benefits—an Amendment of FASB Statements No. 87, 88, 106," to require more detailed disclosures about employers' plan assets, including employers' investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The FSP also:

•

Updates the disclosure examples in SFAS 132(R) to illustrate the required additional disclosures, including those associated with fair value measurement.

•

Includes a technical correction to restore the requirement that nonpublic entities disclose net periodic benefit costs under SFAS No. 158 and SFAS No. 132(R).

FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The technical amendment became effective on December 30, 2008. The additional disclosure requirements of FSP FAS 132(R)-1 did not have a material impact on the Company's consolidated financial statements.

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FSP FAS 140-4 and FIN 46(R)-8—Disclosures About Transfer of Financial Assets and Interests in Variable Interest Entities

        In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interests in Variable Interest Entities" ("FSP FAS 140-4 and FIN 46(R)-8"). FSP FAS 140-4 and FIN 46(R)-8 amend SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to require public entities to provide additional disclosures about transferors' continuing involvement with transferred financial assets. It also amends FIN 46(R) to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about its involvement with variable interest entities. The FSP is effective for reporting periods ending after December 15, 2008. The adoption of the additional disclosure requirements of FSP FAS 140-4 and FIN 46(R)-8 did not materially impact the Company's consolidated financial statements.

FSP FAS 142-3—Determination of the Useful Life of Intangible Assets

        In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). FSP FAS 142-3 requires that an entity shall consider its own experience in renewing similar arrangements. FSP FAS 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other GAAP. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of the additional disclosure requirements of FSP FAS 142-3 did not materially impact the Company's consolidated financial statements.

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 our senior secured credit facilities and long-term notes.

        In connection with the MDP Transactions, we significantly increased our level of debt. As of June 30, 2009, we have outstanding approximately $3.8 billion in aggregate principal amount of indebtedness and have limited additional borrowing capacity.

        During July 2009, we obtained a new $450 million six-year, second-lien term loan facility with a fixed interest rate of 12.5%. A fee of 10% of the principal amount of the new term loans was paid ratably to the new lenders. The new term loans were made under our amended senior secured credit facility described below. We have escrowed proceeds from our new term loans to retire our 5% senior unsecured notes due 2010 (discussed below) at maturity. The remaining net proceeds from the new term loans were used to pay down a portion of our existing $2.3 billion first-lien term loans. During August 2009, we elected to borrow an additional $50 million under this second-lien term loan facility. A fee of 7% of the principal amount of these new term loans was paid ratably to the new lenders. The net proceeds from these new term loans were used to pay down a portion of our existing $2.3 billion first-lien term loans.

        Also in July 2009, we funded $52 million into a recently created, secular trust as part of a newly established multi-year Mutual Fund Incentive Program for certain of our employees. The trust acquired shares of Nuveen mutual funds supporting the awards of these mutual fund shares under this new incentive program. Awards under this new incentive program are subject to vesting.

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Senior Secured Credit Facilities

        In connection with the MDP Transactions, we entered into senior secured credit facilities, consisting of a $2.3 billion term loan facility and a $250 million revolving credit facility. At the time of the Transactions, we borrowed the full $2.3 billion term loan facility. The amounts borrowed under the term loan facility were used as part of the financing that was used to consummate the Transactions. During November 2008, we drew down the full $250 million revolving credit facility due to concerns over counterparty risk as a result of the severely deteriorating global credit market conditions. The $250 million in proceeds from the revolving credit facility are included in the $349 million of "Cash and cash equivalents" on our June 30, 2009 consolidated balance sheet, included in our Quarterly Financial Statements. See "Description of Certain Indebtedness—Senior Secured Credit Facilities."

        All borrowings under our senior secured credit facilities, other than the new term loans made in July and August 2009 described above (the "Additional Term Loans"), bear interest at a rate per annum equal to LIBOR plus 3.0%. In addition to paying interest on outstanding principal under our senior secured credit facilities, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments at a rate of 0.3750% per annum. The Additional Term Loans bear interest at a rate per annum of 12.50%.

        All obligations under our senior secured credit facilities are guaranteed by Parent and each of our present and future, direct and indirect, material domestic subsidiaries (excluding subsidiaries that are broker-dealers). The obligations under our senior secured credit facilities and these guarantees are secured, subject to permitted liens and other specified exceptions, (1) on a first-lien basis, by all the capital stock of Nuveen Investments and certain of its subsidiaries (excluding significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by Nuveen Investments or any guarantor and (2) on a first-lien basis by substantially all other present and future assets of Nuveen Investments and each guarantor, except that the Additional Term Loans are secured by the same capital stock and other assets on a second-lien basis.

        The first-lien term loan facility matures on November 13, 2014 and the revolving credit facility matures on November 13, 2013. The Additional Term Loans mature July 31, 2015.

        We are required to make quarterly payments under the first-lien term loan facility in the amount of $5,787,500 beginning on June 30, 2008. Our senior secured credit facilities permit all or any portion of the loans outstanding thereunder to be prepaid at par, except that the Additional Term Loans may only be voluntarily prepaid with specified premiums prior to July 31, 2014.

        Our senior secured credit facilities contain a number of covenants that, among other things, limit or restrict the ability of the borrower and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change the line of business, change the fiscal year, or engage in certain transactions with affiliates. The senior secured credit facilities contain a financial maintenance covenant that will prohibit the borrower from exceeding a specified ratio of (1) funded senior secured indebtedness less unrestricted cash and cash equivalents to (2) consolidated adjusted EBITDA, as defined under our senior secured credit facilities. The senior secured credit facilities also contain customary events of default, limitations on our incurrence of additional debt, and other limitations. See "Description of Certain Indebtedness—Senior Secured Credit Facilities."

Notes

        Also in connection with the Transactions, we issued $785 million of the Old Notes. The Old Notes and the New Notes mature on November 15, 2015 and pay a coupon of 10.5% based on par value, payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2008. We

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received approximately $758.9 million in net proceeds from the issuance of the Old Notes after underwriting commissions and structuring fees. The net proceeds were used as part of the financing that was used to consummate the Transactions. From time to time, we may, in compliance with the covenants under our senior secured credit facilities and the indenture for the Notes, redeem, repurchase or otherwise acquire for value the Notes.

        Obligations under the Notes are guaranteed by Parent and each of our existing and subsequently acquired or organized direct or indirect domestic subsidiaries (excluding subsidiaries that are broker-dealers) that guarantee the debt under our senior secured credit facilities. These subsidiary guarantees are subordinated in right of payment to the guarantees of our senior secured credit facilities. See "Description of the New Notes."

Senior Term Notes

        On September 12, 2005, we issued $550 million of senior unsecured notes, consisting of $250 million of 5-year notes and $300 million of 10-year notes of which the majority remain outstanding. We received approximately $544.4 million in net proceeds after discounts. The 5-year senior term notes bear interest at an annual fixed rate of 5.0%, payable semi-annually on March 15 and September 15 of each year. The 10-year senior term 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 finance outstanding debt. The costs related to the issuance of the senior term notes were capitalized and are being amortized to expense over their respective terms. From time to time the Company may, in compliance with the covenants under our senior secured credit facilities and the indentures for the Notes and these notes, redeem, repurchase or otherwise acquire for value these notes. See "Description of Certain Indebtedness—Senior Term Notes."

        During 2008, we repurchased an aggregate $17.8 million (par value) of our $250 million 5-year notes. Of the $8.4 million paid in total, approximately $0.2 million was for accrued interest, with the remaining amount for principal. As a result, we recorded a $9.5 million gain on early extinguishment of debt during the fourth quarter of 2008. This gain is reflected in "Other Income/(Expense)" on our consolidated statement of income for the year ended December 31, 2008.

        During the first three months of 2009, we repurchased $9.5 million (par value) of our $250 million 5-year notes. Of the $5.2 million in total cash paid, approximately $7,000 was for accrued interest, with the remaining amount for principal. As a result, we recorded a $4.3 million gain on the early extinguishment of debt. The net gain recorded by the Company was approximately $4.3 million and is reflected in "Other Income/(Expense)" on our consolidated statement of income for the six months ended June 30, 2009.

Adequacy of Liquidity

        We believe that funds generated from operations and existing cash reserves will be adequate to fund debt service requirements, capital expenditures and working capital requirements for the foreseeable future. Our ability to continue to fund these items, to service debt and to maintain compliance with covenants in our debt agreements may be affected by general economic, financial, competitive, legislative, legal and regulatory factors and by our ability to refinance or repay outstanding indebtedness with scheduled maturities beginning in November 2013. On April 1, 2009, Moody's Investors Service lowered our corporate family rating to Caa1, the rating for our senior secured credit facilities to B3, and the rating for our senior unsecured notes to Caa3. In addition, on April 1, 2009, Standard and Poor's Ratings Services lowered our local currency long-term counterparty credit rating to B-. While these ratings downgrades have not affected our financial condition, results of operations or liquidity, they could make it more difficult for us to obtain financing in the future. In the event that we are unable to repay any of our outstanding indebtedness as it becomes due, we might need to explore alternative strategies for funding, such as selling assets, refinancing or restructuring our indebtedness or selling equity capital. However, securing alternative sources of funding might not be feasible which could result in further adverse effects on our financial condition.

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        As noted above, our senior secured credit facilities include a financial maintenance covenant requiring us to maintain a maximum ratio of senior secured indebtedness to adjusted EBITDA. As of June 30, 2009, this maximum ratio was 6.00:1.00. As of June 30, 2009, we were in compliance with this covenant, as our actual ratio of senior secured indebtedness to adjusted EBITDA was 5.58:1.00 based on $2,142 million of senior secured indebtedness and adjusted EBITDA of $383.7 million. On a pro-forma basis, after giving effect to the incurrence of the Additional Term Loans and the application of the net proceeds thereof in July and August 2009, this ratio as of June 30, 2009 would have been 4.48:1.00 based on $1,720 million of senior secured indebtedness and adjusted EBITDA of $383.7 million. In addition, as of June 30, 2009, we were in compliance with all other covenants and other restrictions under our debt agreements.

Aggregate Contractual Obligations

        We have 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 June 30, 2009:

(In thousands)	Long-Term Debt(1)		Operating Leases(2)		Total
2009	$	23,150	$	16,249	$	39,399
2010		255,395		16,468		271,863
2011		23,150		16,141		39,291
2012		23,150		15,025		38,175
2013		273,150		6,801		279,951
Thereafter		3,266,888		10,841		3,277,729

(1)

Amounts represent the expected cash principal repayments of our long-term debt.



(2)

Operating leases represent the minimum rental commitments under non-cancelable operating leases.

We have no significant capital lease obligations.

Equity

        As part of the NWQ acquisition, key individuals of NWQ purchased a noncontrolling, member interest in NWQ Investment Management Company, LLC. The noncontrolling interest of $0.1 million as of December 31, 2007 is reflected on our consolidated balance sheet. This purchase allowed management to participate in profits of NWQ above specified levels beginning January 1, 2003. During 2007, we recorded approximately $1.9 million of income attributable to these noncontrolling interests. We did not record any income attributable to these noncontrolling interests on this program for 2008. Beginning in 2004 and continuing through 2008, we had the right to purchase the noncontrolling members' respective interests in NWQ at fair value. During the first quarter of 2008, we exercised our right to call all of the remaining Class 4 noncontrolling members' interests for $23.6 million. As of March 31, 2008, we had repurchased all member interests outstanding under this program.

        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 subsequent 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. One third of the Class 5A Units vested on June 30, 2007, one third vested on June 30, 2008, and one third vested on June 30, 2009. One third of the Class 5B Units vested upon issuance, one third on June 30, 2007, and one third vested on June 30, 2009. The Class 6 Units vested on June 30, 2009. 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.

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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. During 2008 and 2007, and the six months ended June 30, 2008, we recorded approximately $0.2 million, $2.9 million and $0.1 million of income, respectively, attributable to these noncontrolling interests. For the six months ended June 30, 2009, approximately $29,000 of income was attributable to these noncontrolling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Units of the noncontrolling members. During the first quarter of 2008, we exercised our right to call 100% of the Class 2 Units for approximately $30.0 million. Through June 30, 2009, there have been no further calls of these Units.

        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 subsequent six years. Classes of interests were established at each subsidiary (collectively referred to as "Interests"). Certain of these Interests vested or vest on June 30, 2007, 2008, 2009, 2010 and 2011. The Interests 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. During 2008 and 2007, and the six months ended June 30, 2009 and 2008, we recorded approximately $1.9 million, $2.8 million, $0.7 million and $0.8 million, respectively, of income attributable to these noncontrolling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Interests of the noncontrolling members. During the first quarter of 2008, we exercised our right to call all of the Class 7 Interests outstanding for approximately $31.3 million. During the first quarter of 2009, we exercised our right to call all the Class 8 Interests for approximately $18.2 million. Through June 30, 2009 there have been no further calls on these Interests.

Broker-Dealer

        Our broker-dealer subsidiary is subject to requirements of the SEC relating to liquidity and capital standards (See Note 18, "Net Capital Requirement," to our Annual Financial Statements).

Off-Balance Sheet Arrangements

        We do not invest in any off-balance sheet vehicles that provide financing, liquidity, market or credit risk support or engage in any leasing activities that expose us to any liabilities that are not reflected in our Annual Financial Statements and Quarterly Financial Statements.

Critical Accounting Policies

        Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. 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 2, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statements for further discussion of our accounting policies.

Goodwill and Intangible Assets

Goodwill

        Under SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142") goodwill is not amortized but is tested at least annually for impairment by comparing the fair value of the reporting unit to its carrying value amount, including goodwill.

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        Prior to the MDP Transaction that closed on November 13, 2007, "Predecessor" Nuveen performed the annual SFAS No. 142 impairment test as of May 31. "Successor" Nuveen selected a new annual SFAS No. 142 impairment test date: December 31. Due to the proximity of the date on which the MDP Transaction closed (November 13, 2007) and the new SFAS No. 142 annual impairment test date (December 31, 2007), there were no indications of impaired value at December 31, 2007. Between then and December 31, 2008, global economic conditions deteriorated to such an extent that we had to adjust our underlying assumptions to take into account the impact the recent global economic downturn had to prospects for future growth. We believe that such changes in assumptions are not unique to our business; we believe such changes in assumptions to be widespread and applicable to all companies.

        We identified approximately $1.1 billion of goodwill impairment as of December 31, 2008. The recognition of the impairment resulted in a non-cash charge to income for the year ended December 31, 2008. The amount of the impairment was determined by us following our annual impairment test in accordance with SFAS No. 142, and included the assistance of certain valuation work performed by a nationally recognized independent consulting firm.

        For purposes of the SFAS No. 142 goodwill impairment test, we have defined four reporting units:

(1)

corporate;



(2)

managed accounts;



(3)

mutual funds; and



(4)

closed-end exchange-traded funds.

        The reporting units are one level below our operating segment and were determined based on how we manage the business, including our internal reporting structure, management accountability and resource prioritization process.

        We determined implied fair values for each of the reporting units listed above. In making a determination of implied fair values, the following valuation methodologies were considered: the Income Approach; the Market Approach; and the Cost Approach. Each of the approaches were considered for appropriateness to our business. We believe that, for companies providing a product or service, the Income Approach and Market Approach would generally provide the most reliable indications of value, because the value of such firms is more dependent on their ability to generate earnings than on the value of the assets used in the production process. Therefore, for purposes of analyzing the implied fair values of our reporting units, the Income Approach and Market Approach were applied. Specifically, the Income Approach incorporated the use of the Discounted Cash Flow Method and the Market Approach incorporated the use of the Guideline Company Method. The fair values were determined as follows:

Reporting Unit	Approach to Value	Valuation Method	Weighting
Corporate	Income Approach	Discounted Cash Flow		100	%
Managed Accounts	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%
Mutual Funds	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%
Closed-End Funds	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%

        Significant forecast assumptions used in the Income Approach include: revenue growth rate; gross profit; operating expenses as a percent of revenue; earnings before interest, taxes, depreciation and amortization ("EBITDA"); capital expenditures; and debt-free net working capital. Significant

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assumptions used in the Market Approach include a control premium and multiples of indicated value to EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: operational risk, growth expectations, and profitability.

        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, determining appropriate market multiples and other assumptions. Changes in these estimates could materially affect our impairment conclusions.

        Goodwill of a reporting unit shall be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include:

a)

a significant adverse change in legal factors or in the business climate;



b)

an adverse action or assessment by a regulator;



c)

unanticipated competition;



d)

a loss of key personnel;



e)

a more-likely-than-not expectation that a reporting unit or significant portion of a reporting unit will be sold or otherwise disposed of; and



f)

the testing for recoverability under SFAS No. 144 of a significant asset group within a reporting unit.

Indefinite-Lived Intangible Assets

        Identifiable intangible assets generally represent the cost of client relationships and management contracts. We are required to periodically review identifiable intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amounts of the assets exceed their respective fair values, additional impairment tests are performed to measure the amount of the impairment loss, if any.

        As a result of the recent steep global economic decline that first began at the end of 2007, we identified approximately $0.9 billion of intangible asset impairment as of December 31, 2008. The recognition of the impairment resulted in a non-cash charge to income for the year ended December 31, 2008. The amount of the impairment was determined by us following our annual impairment test in accordance with SFAS No. 142, and included the assistance of certain valuation work performed by a nationally recognized independent consulting firm.

        In making a determination of the implied fair value for our indefinite-lived intangible assets, the following valuation methodologies were considered: the Income Approach; the Multi-Period Excess Earnings Method; the Relief from Royalty Method; and the Cost Approach. We and our outside valuation consultants believe that Trade Names are most appropriately valued utilizing the Income Approach. As a result, we decided to use the Relief from Royalty Method, a form of the Income Approach. The Relief from Royalty Method capitalizes the cost savings associated with owning, rather than licensing, Trade Names. Significant assumptions utilized in valuing our indefinite-lived intangible assets with the Relief from Royalty Method include: revenue; royalty rate; useful life; income tax expense; discount rate; and the tax benefit of amortization expense.

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Impairment of Investment Securities

        SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and the SEC's Staff Accounting Bulletin ("SAB") No. 59, "Accounting for Noncurrent Marketable Equity Securities," and FASB Staff Position FAS 115-1/124-1, "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 2, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statements.

        We also have an investment in two collateralized debt obligation entities for which one of our subsidiaries acts as a collateral manager—Symphony CLO I, Ltd. ("CLO") and the Symphony Credit Opportunities Fund Ltd. ("CDO"). We account for our investments in the CLO and CDO under EITF 99-20, "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets." The excess of future cash flows over the initial investment at the date of purchase is recognized as interest income over the life of the investment using the effective yield method. We review cash flow estimates throughout the life of the CLO and CDO investment pool to determine whether an impairment of its equity investments should be recognized. Cash flow estimates are based on the underlying pool of collateral securities, which are primarily corporate syndicated loans, and take into account the overall credit quality of the issuers in the collateral securities, the forecasted default rate of the collateral securities and our past experience in managing similar securities. If an updated estimate of future cash flows (taking into account both timing and amounts) is less than the revised estimate, an impairment loss is recognized based on the excess of the carrying amount of the investment over its fair value. There is a certain amount of judgment involved in the assumptions used in our cash flow estimating process. Changes in these assumptions could affect our impairment conclusions.

        In response to the recent steep global economic decline, we recognized an impairment charge on our investments of approximately $38.3 million as of December 31, 2008. This impairment charge is reflected as an expense on our consolidated statement of income for the year ended December 31, 2008. Of the $38.3 million impairment charge taken on investments for the year ended December 31, 2008, $8.8 million of that charge relates to our investment in the equity of the CDO and is due to underlying credit losses of the CDO.

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.

        We have significant deferred tax liabilities recorded on our financial statements, which are attributable to the effect of purchase accounting adjustments recorded as a result of the MDP Transactions.

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Quantitative and Qualitative Disclosures About Market Risk

Market Risk

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

Interest Rate Sensitivity

        Although we have sought to mitigate our interest rate risk as discussed hereafter, our obligations under our senior secured credit facilities will expose our earnings to changes in short-term interest rates since the interest rate on this debt is variable. At June 30, 2009, the aggregate principal amount of our indebtedness was approximately $3.8 billion, of which approximately $2.5 billion is variable rate debt and approximately $1.3 billion is fixed rate debt. For our variable rate debt, we estimate that a 100 basis point increase (one percentage point) in variable interest rates would have resulted in a $25.4 million increase in annual interest expense; however, it would not be expected to have a substantial impact on the fair value of the debt at June 30, 2009. 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 June 30, 2009 would result in a net decrease in the fair value of our debt of approximately $29.4 million.

        The variable nature of our obligations under our senior secured credit facilities creates interest rate risk. In order to mitigate this risk, we entered into nine interest rate swap derivative transactions and one collar derivative transaction (collectively, the "New Debt Derivatives") that effectively convert $2.3 billion of our new variable rate debt into fixed-rate borrowings or borrowings that are subject to a maximum rate. The New Debt Derivatives are not accounted for as hedges for accounting purposes. For additional information see Note 9, "Derivative Financial Instruments," to our Annual Financial Statements. At June 30, 2009, the fair value of the New Debt Derivatives was a liability of $78.7 million. We estimate that a 100 basis point change in interest rates would have a $28.8 million impact on the fair value of the New Debt Derivatives.

        Our investments consist primarily of company-sponsored managed investment funds that invest in a variety of asset classes. Additionally, we periodically invest 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 securities in the sponsored fund or account. Any unrealized gain or loss is recognized upon the sale of the investment. The carrying value of our investments in fixed-income funds or accounts, which expose us to interest rate risk, was approximately $42.0 million (which excludes Symphony CLO V), at June 30, 2009. We estimate that a 100 basis point increase in interest rates from the levels at June 30, 2009 would result in a net decrease of approximately $3.8 million in the fair value of the fixed-income investments at June 30, 2009. A 100 basis point increase in interest rates is a hypothetical scenario used to demonstrate potential risk and does not represent management's view of future market changes.

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 our investments in funds and accounts subject to equity price risk is approximately $62.6 million at June 30, 2009. We estimate that a 10% adverse change in equity prices would result in a $6.3 million decrease in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

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        We do not enter into foreign currency transactions for speculative purposes and currently have no material investments that would expose us to foreign currency exchange risk.

        In evaluating market risk, it is also important to note that most of our revenue is based on the market value of assets under management. Declines of financial market values will negatively impact our revenue and net income.

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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BUSINESS

Overview

        Founded in 1898, our company is a leading provider of investment management services to high-net-worth and institutional investors and the financial consultants and advisors who serve them. We derive substantially all of our revenues from providing investment advisory services and distributing our managed account products, closed-end exchange-traded funds ("closed-end funds") and open-end mutual funds ("open-end funds" or "mutual funds"). We have a history of innovation in investment products, conservatism in investment approach and attentive client service. We have developed a distinctive, multi-boutique business model that features seven independently branded investment managers, each of which has its own investment strategies and dedicated investment, research and trading personnel. Our investment teams are supported by our scaled distribution, service and operations platform. In addition, our company possesses a well-balanced mix of managed account products, closed-end funds, and open-end funds across equity and fixed income strategies.

        Our operations are organized around our principal advisory subsidiaries, which are registered investment advisors under the Investment Advisers Act. These advisory subsidiaries provide investment management services for institutional and other separately managed accounts and manage various Nuveen branded mutual funds and closed-end funds. Additionally, Nuveen Investments, LLC, a registered broker and dealer in securities under the Exchange Act, provides investment product distribution and related services for the Company's securities products.

Our Business Strategies

        Our overall objective is to provide high quality investment services and expand our product offerings to allow us to successfully serve our clients, grow our business and deliver strong financial results. We are focused on delivering growth in assets under management and generating high free cash flow, while continuing to prudently invest in new opportunities and innovative strategies. We continue to pursue the following strategies to achieve this objective:

        Grow core closed-end fund and retail managed account businesses.    We are working to grow our leadership position in closed-end funds by developing new and differentiated offerings focusing on municipal, other income-oriented and equity products, with particular emphasis on products that seek to deliver steady cash flow and participation in potential equity market appreciation and offer investors protection from rising interest rates, inflation and commodity costs. In addition, we continue to attempt to differentiate our closed-end funds by providing a high level of secondary market support. We sponsor 125 closed-end funds of which 101 were leveraged through the issuance of ARPS. As a result of the general failure of auctions for ARPS beginning in February 2008, we have been working proactively to refinance the outstanding ARPS of the Nuveen sponsored funds. As of June 30, 2009, outstanding ARPS of our funds had been reduced from $15.4 billion to $9.6 billion. See "Risk Factors—Risks Related to Our Business". We are seeking to counter outflows in our retail managed account business by launching new and existing products from our investment teams onto the managed account platforms of the major wirehouses and regional broker dealers and by selectively re-opening access to products at NWQ and Tradewinds which we previously closed in this channel due to rapid growth. We leverage our sales and service infrastructure and distribution partner relationships in distributing retail managed accounts.

        Expand our open-end mutual fund business.    We have enjoyed strong early success in building out our open-end mutual fund businesses and have grown our mutual fund assets under management by 7.2% annually since December 31, 2004. We plan to continue to expand and broaden our open-end mutual fund offerings by providing the initial capital, development and sales support for new products with a focus on equity and taxable fixed income offerings. We also plan to leverage our established distribution relationships by cross-selling fund products to financial advisors who currently sell our

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other products. In addition, we now offer share classes for distribution to 401(k) and other defined contribution plans.

        Further develop our institutional business.    We have heightened our emphasis on the institutional business over the last five years and, as a result, since December 31, 2004 we have grown our institutional assets under management by 18.8% annually. We intend to continue to develop new institutional product strategies and structures, such as concentrated portfolios, long-short strategies, commingled trust vehicles and other privately offered funds.

        Develop new areas of high quality investment specialization and enhance current platforms.    We believe we have a proven track record of identifying and growing high quality investment teams by leveraging the combination of the managers' strong investment capabilities with our distribution, service and operations platform. For example, following our acquisition of NWQ in 2002, we combined NWQ's strong investment capabilities with our distribution, service and operations platform and NWQ's assets under management grew from approximately $7.0 billion when we acquired it to $40.1 billion (which includes Tradewinds, which was spun out of NWQ in 2006) as of June 30, 2009. We are working with our investment teams to encourage the development of new investment strategies from within their current capabilities. We recently expanded our investment capabilities by acquiring Winslow Capital, which specializes in large-cap growth equities, in December 2008.

        Maintain and grow distribution and client relationships, including international expansion.    We plan to continue to focus on providing high quality service and support to the financial advisors at our distribution partners with our sales and service force of 124 professionals in order to strengthen our existing relationships. We plan to continue employing a consultative-based approach in serving our clients' needs. We also will continue to serve the financial advisors and institutional consultants who recommend our products by providing them with wealth management education, practice management training and client relationship management technology. In addition, we intend to use our established relationships with our clients, particularly retail high-net-worth advisors, to cross-sell products from our different investment teams. Finally we are looking to expand internationally, offering our core products to foreign investors primarily through our established distribution partners.

Investment Products and Services

        We provide investment management services and offer a broad array of investment products through seven independent, separately branded investment managers, each with distinct investment processes and strategies and dedicated investment and research teams. Each investment strategy can be offered in multiple product structures in order to provide customized investment solutions, including separately managed retail and institutional accounts, closed-end funds and mutual funds. These investment products are designed primarily for high-net-worth and institutional investors, and are distributed through intermediary firms including broker-dealers, commercial banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors or are provided directly to institutional investors.

Investment Managers

        We provide asset management services through the following seven separately branded investment managers:

        Nuveen Asset Management focuses on municipal and taxable fixed income investments, and had $64.4 billion in assets under management as of June 30, 2009, representing 50% of our assets under management. Using a value oriented approach, NAM evaluates securities and sectors and selects what it views as attractive bond structures and credit exposures while positioning the portfolio within appropriate maturity and duration ranges. For Nuveen's open-end and closed-end funds, NAM provides

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investment advisory services primarily with respect to municipal bond and taxable fixed income securities, and enters into sub-advisory agreements with affiliated or unaffiliated sub-advisors to provide discretionary management for certain asset classes, which include growth and value equities, foreign securities, preferred securities, convertible securities, real estate investments, senior loans and other asset classes.

        Nuveen HydePark focuses on enhanced equity investment management, and had $1.3 billion in assets under management as of June 30, 2009, representing 1% of our assets under management. Nuveen HydePark uses proprietary quantitative techniques to create value added portfolios designed to closely track client-selected benchmarks. Nuveen HydePark currently provides investment management services to institutional accounts and asset allocation services to open-end funds.

        NWQ Investment Management focuses on value equities, and had $16.6 billion in assets under management as of June 30, 2009, representing 13% of our assets under management. NWQ's investment approach concentrates on identifying undervalued companies that our investment professionals believe possess catalysts to improve profitability and/or unlock value. NWQ's analysts conduct bottoms-up research to capitalize on opportunities that may be created by investor over-reaction, misperception and short-term focus. NWQ emphasizes analysis of the risk/reward of each investment within a diversified portfolio in order to provide downside protection. NWQ strives to enhance these capabilities by maintaining an entrepreneurial research environment.

        Santa Barbara Asset Management focuses on "blue chip" large through small cap companies that exhibit stable and consistent earnings growth, and had $3.7 billion in assets under management as of June 30, 2009, representing 3% of our assets under management. Santa Barbara's investment philosophy is to invest in companies that it believes are well managed, have demonstrated an ability to grow revenue and earnings in a stable and consistent fashion, consistently generate healthy returns on capital and maintain a conservative capital structure. Investment emphasis for equities is on stable growth companies based on factors such as profitability, rate of growth, stability and growth, trend, and current earnings momentum.

        Symphony Asset Management focuses primarily on equity and fixed income strategies in alternative investments, structured products and long-only portfolios, and had $7.3 billion in assets under management as of June 30, 2009, representing 6% of our assets under management. The investment team at Symphony uses quantitative models to simplify its investment process, followed by developing more qualitative insights into investment opportunities to drive ultimate investment decisions. Symphony currently manages fixed income and equity portfolios designed to reduce market-related risk through market-neutral and other strategies.

        Tradewinds Global Investors focuses on global equities, and had $23.5 billion in assets under management as of June 30, 2009, representing 18% of our assets under management. Tradewinds' investment process concentrates on examining equity securities of companies ranging from large to small cap in developed and emerging markets to identify and invest in undervalued, mispriced and underfollowed securities of companies with strong or improving business fundamentals.

        Winslow Capital Management focuses on large-cap growth equities, and had $6.0 billion in assets under management as of June 30, 2009, representing 5% of our assets under management. Winslow Capital concentrates its investing in companies with above-average earnings growth potential.

        We also offer investment products in a variety of 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, third-party investment managers. As of June 30, 2009, approximately $5.1 billion in assets representing 4% of our assets under management were managed through external sub-advisory relationships.

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        We have traditionally had a very low employment turnover rate among our portfolio managers. The majority of our portfolio managers, as well as those employed by sub-advisors, 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.

Investment Products

        Institutional and Retail Managed Accounts.    We provide 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. 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 CLOs (collateralized loan obligations). NAM, NWQ, Symphony, Tradewinds and Winslow Capital also offer certain of their investment capabilities to institutional clients through privately offered funds.

        Closed-End Funds.    As of June 30, 2009, we sponsored 125 actively managed closed-end funds that feature a range of equity, balanced and fixed-income investment strategies. Of these funds, 104 invest exclusively in municipal securities. The remaining 21 funds invest in a variety of debt and/or equity securities, including preferred securities, senior loans, REITS, as well as common shares of both U.S. and non-U.S. companies. Unlike open-end funds, closed-end funds do not continually offer to sell and redeem their shares. Rather, closed-end funds list their common shares on a national exchange (e.g. the New York Stock Exchange or NYSE Amex, formerly the American Stock Exchange) and common shareholders seeking liquidity may trade their shares daily on the exchange through a financial adviser or otherwise. The prices at which common shares are traded may be above or below the shares' net asset value. The funds' Board of Trustees at least annually will consider action that might be taken to reduce or eliminate discounts for funds whose common shares are persistently trading at a significant discount to their net asset value. Such actions may include, but are not limited to, repurchasing shares or the conversion of a fund from a closed-end to an open-end investment company, which may negatively impact the company's total assets under management. Currently, 101 out of the 125 closed-end funds we sponsor seek to enhance common share distributions and total returns on average over time through the use of leverage. These funds may leverage their capital structures in a variety of ways, including through issuance of preferred equity securities, incurring short-term borrowings as well as by investing in securities such as tender option bonds. As discussed above, we have been proactively working to refinance the outstanding ARPS of our funds since the auctions for ARPS began to fail generally in February 2008. The fund's cost of leverage is typically based on short-term interest rates, while the proceeds from the incurrence of leverage are invested by the funds in additional portfolio investments. If a fund's cost of leverage were to exceed the net rate of return earned by the fund's investment portfolio for an extended period, the fund's Board of Trustees may consider selling portfolio securities in order to reduce the outstanding level of leverage. This may negatively affect the company's total assets under management.

        Open-End Mutual Funds.    As of June 30, 2009, we offered 67 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 67 funds offer daily redemption at net asset value. Of the 67 mutual funds, we offer 32 national and state-specific municipal funds that invest substantially all of their assets in diversified portfolios of limited-term, intermediate-term or long-term municipal bonds. We offer other mutual funds that invest in U.S. equities, international equities, portfolios combining equity with taxable fixed-income or municipal securities and in taxable fixed-income securities.

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        The following table shows, by investment product, net assets managed by the Company at December 31 for each of the past three years and as of June 30, 2009 and 2008:

Net Assets Under Management

			Year Ended December 31,						Six Months Ended June 30,
			2008		2007		2006		2009		2008
			(dollars in millions)
Managed Accounts:
	Retail		$	34,860	$	54,919	$	58,556	$	34,806	$	47,672
	Institutional			29,817		37,888		31,563		33,789		35,002
		Total		64,677		92,807		90,119		68,595		82,674
Open-End Mutual Funds:
	Municipal			11,898		14,743		14,812		13,560		14,905
	Equity and Income			2,790		4,452		3,720		3,769		4,159
		Total		14,688		19,195		18,532		17,329		19,064
Closed-End Exchange-Traded Funds:
	Municipal			30,675		35,135		35,763		32,842		34,004
	Taxable Fixed Income			5,635		11,854		12,230		5,570		11,394
	Equity			3,548		5,316		4,965		3,479		4,697
		Total		39,858		52,305		52,958		41,891		50,095
Total			$	119,223	$	164,307	$	161,609	$	127,815	$	151,833

        The following table summarizes gross sales for our investment products for the past three years and for the six months ended June 30, 2009 and 2008:

Gross Sales of Investment Products

			Year Ended December 31,							Six Months Ended June 30,
			2008		2007		2006			2009		2008
			(dollars in millions)
Managed Accounts:
	Retail		$	7,914	$	8,592	$	17,122		$	4,854	$	3,820
	Institutional			6,757		9,789		8,747			3,484		2,559
		Total		14,671		18,381		25,869			8,338		6,379
Open-End Mutual Funds:
	Municipal			4,356		4,071		3,693			2,064		2,264
	Equity and Income			1,959		1,995		1,949			1,265		930
		Total		6,315		6,066		5,642			3,329		3,194
Closed-End Exchange-Traded Funds:
	Municipal			2		231		0			307		2
	Taxable Fixed Income			—		925		(146	)		—		—
	Equity			—		551		741			—		—
		Total		2		1,706		595			307		2
Total			$	20,988	$	26,153	$	32,106		$	11,974	$	9,575

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        The following table summarizes net flows (equal to the sum of sales, reinvestments and exchanges less redemptions) for our investment products for the past three years and for the six months ended June 30, 2009 and 2008:

Net Flows

			Year Ended December 31,									Six Months Ended June 30,
			2008			2007			2006			2009			2008
			(dollars in millions)
Managed Accounts:
	Retail		$	(8,920	)	$	(5,707	)	$	5,487		$	(1,815	)	$	(4,346	)
	Institutional			586			3,732			5,607			(1	)		(472	)
		Total		(8,334	)		(1,975	)		11,094			(1,816	)		(4,818	)
Open-End Mutual Funds:
	Municipal			277			636			2,007			763			770
	Equity and Income			139			965			1,615			598			36
		Total		416			1,601			3,622			1,361			806
Closed-End Exchange-Traded Funds:
	Municipal			15			220			12			311			7
	Taxable Fixed Income			(1,931	)		926			(156	)		(786	)		64
	Equity			(453	)		571			760			(80	)		(19	)
		Total		(2,370	)		1,717			616			(555	)		52
Total			$	(10,288	)	$	1,344		$	15,332		$	(1,010	)	$	(3,960	)

        The relative attractiveness of our managed accounts, mutual funds, closed-end funds and privately offered 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 our products to their customers.

        The assets under management of managed accounts, mutual funds, closed-end funds and privately offered 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 from these assets.

Investment Management Services

        We provide investment management services to funds, accounts and portfolios pursuant to investment management agreements. With respect to separately managed accounts, our investment managers 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, NWQ and Winslow Capital may receive performance fees on certain institutional accounts and funds based on the performance of the accounts. With respect to mutual funds and closed-end funds, we receive 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.

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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 and for the six months ended June 30, 2009 and 2008 are shown in the following table:

Net Investment Advisory Fees

		Year Ended December 31,									Six Months Ended June 30,
		2008			2007			2006			2009			2008
		(dollars in thousands)
Managed Accounts		$	348,929		$	413,928		$	343,551		$	129,741		$	188,816
Closed-End Exchange-Traded Funds			280,780			295,162			282,571			119,842			147,970
Less: Sub-Advisory Fees			(23,497	)		(28,279	)		(29,833	)		(6,891	)		(13,262	)
	Net Advisory Fees		257,283			266,883			252,738			112,951			134,708
Open-End Mutual Fund Advisory Fees			104,972			114,661			92,559			45,764			54,737
Less: Reimbursed Expenses			(3,176	)		(1,210	)		(916	)		(2,868	)		(1,191	)
Less: Sub-Advisory Fees			(578	)		(1,998	)		(2,085	)		(140	)		(376	)
	Net Advisory Fees		101,218			111,453			89,558			42,756			53,170
Total		$	707,430		$	792,264		$	685,847		$	285,448		$	376,694

        Our advisory fee schedules currently provide for maximum annual fees ranging from 0.40% to 0.75% in the case of the municipal and taxable fixed income mutual funds, and 0.35% to 1.24% 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, we 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 0.05% to 0.32% 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, we implemented a complex-wide fund pricing structure for all of our 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. In 2007, we modified the complex-wide fee schedule to provide additional breakpoints above complex-wide fund assets of $80 billion.

        For separately managed accounts, fees are negotiated and are based primarily on asset size, portfolio complexity and individual needs. These fees can range up to 1.50% of net asset value annually, with the majority of the assets falling between 0.19% and 0.78%.

        We may earn performance fees for performance above specifically defined benchmarks for various of our 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. As of June 30, 2009, the underlying measurement dates for approximately 50% of our performance-based arrangements fall in the second half of the calendar year. This percentage may change in the future due to changes in assets under management and/or anniversary date contract changes.

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        Each of our open-end and closed-end funds has entered into an investment management agreement with NAM. Although the specific terms of each agreement vary, the basic terms are similar. Pursuant to the agreements, NAM 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 must be approved annually by the directors of the respective funds, including a majority of the directors who are not "interested persons" of NAM, as defined in the Investment Company Act. 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). Such an "assignment" would take place in the event of a change in control of NAM. Under the Investment Company Act, a change in control of NAM would be deemed to occur in the event of certain changes in the ownership of our voting stock. The termination of all or a portion of the investment management agreements, for any reason, could have a material adverse effect on our 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 Nuveen. Some of our 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, NAM 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, we may voluntarily waive all or a portion of our advisory fees from a fund, and/or reimburse expenses, for competitive reasons. Reimbursed expenses for mutual funds, including voluntary waivers, totaled $3.2 million during the year ended December 31, 2008 and $2.9 million during the six months ended June 30, 2009. We expect to continue voluntary waivers at our discretion. The amount of such waivers may be more or less than historical amounts.

        Pursuant to sub-advisory agreements with NAM, Institutional Capital Corporation ("ICAP") performs portfolio management services for a portion of the assets of the Nuveen Multi-Manager Large-Cap Value Fund; 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 multi-strategy income and growth closed-end funds and a tax-advantaged floating rate closed-end fund; Enhanced Investment Technologies LLC ("INTECH") performs portfolio management services for a core equity-based closed-end fund; and Gateway Advisors ("GA") performs portfolio management services for four equity premium closed-end funds. We had a 23% non-voting minority equity ownership interest in ICAP that was sold in 2006; we have no equity ownership interest in SC, WM, SM, INTECH or GA.

        We pay ICAP, SC, WM, SM, INTECH 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 or to the portion thereof they sub-advise. The fee schedules provide for rate declines as asset levels increase. Pursuant to sub-advisory agreements, through our advisory subsidiaries, we perform portfolio management services on behalf of four equity-based closed-end funds and a fixed-income based closed-end fund. The closed-end fund sub-advisory agreements are with a subsidiary of Merrill Lynch. We earn sub-advisory fees based on the assets in the funds we sub-advise.

        Services provided by our investment managers to managed accounts are also governed by management contracts, which are customized to suit a particular account. A majority of these contracts and certain assets under management of NAM, NWQ, Santa Barbara, Symphony, Tradewinds and

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Winslow Capital involve investment management services provided to clients who are participants in "wrap-fee" programs sponsored by unaffiliated investment advisors or broker-dealers. Such agreements, and the other investment agreements to which our investment managers 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, 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 advisor's stock by a security holder.

Investment Product and Service Distribution

        We distribute our 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") and through unaffiliated consultants serving institutional markets. We also provide investment products and services directly to institutional investors. Our 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. We have well-established relationships with registered representatives in retail distribution firms throughout the country. These registered representatives participate to varying degrees in our marketing programs, depending upon any one or more of the following factors: their interest in distributing investment products provided by us; their perceptions of the relative attractiveness of our 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 our 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 by us. 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 our mutual funds is subject to the continuation of a selling agreement between the firm with which the representative is affiliated and us. 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 2008, there were no distribution relationships at any one firm that represented 10% of consolidated operating revenue for 2008.

        We employ external and internal sales and service professionals who work closely with intermediary distribution partner firms and consultants to offer products and services for high-net-worth investors and institutional investors. These professionals regularly meet with independent advisors and consultants, who distribute our products, to help them develop investment portfolio and risk-management strategies designed around the core elements of a diversified portfolio. We also employ 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.

        As part of our asset management business, we earn revenue upon the distribution of our mutual funds and upon the public offering of new closed-end exchange-traded funds. We do not earn distribution revenue upon the establishment of managed accounts.

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        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, 2008, there were no new closed-end funds offered by the Company and during the six months ended June 30, 2009 we offered five new closed-end funds.

        All of our 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. Additionally, purchases of Class A shares that 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 12 months. In order to compensate retail distribution firms for Class A share sales that are $1 million or greater, we advance a sales commission ranging from 0.25% to 1.25% at the time of sale. Class A shares are also subject to an annual SEC Rule 12b-1 service fee of between 0.20% and 0.25% of assets, which is used to compensate securities dealers for providing continuing financial advice and other services to investors.

        Class B shares are not available for new accounts or for additional investment into existing accounts. However, certain of our mutual funds will issue Class B shares upon the exchange of Class B shares from another fund or for purposes of dividend reinvestment. Eligible investors may purchase Class B shares at the offering price, which is the net asset value per share without any 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 us 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 to compensate securities dealers for providing continuing financial advice and other services to investors, and a CDSC which declines from 5% to 1% for shares redeemed within a period of 5 or 6 years. Class B shares convert to Class A shares after they are held for eight years.

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

        Class R3 shares may be purchased from certain of our mutual funds at a price equal to the fund's net asset value without any up-front sales charge. However, these shares are subject to an annual SEC Rule 12b-1 distribution and service fee designed to compensate securities dealers for the sale of fund shares or for providing continuing financial advice or other services to investors. Class R3 shares are only available for purchase by certain retirement plans that have an agreement with us to utilize these shares in certain investment products or programs.

        Class I shares, formerly named Class R shares, may be purchased at a price equal to the fund's net asset value without any up-front sales charge, on-going fees or CDSCs. These shares are available primarily to clients of fee-based advisors, wrap programs and investors purchasing $1 million or more of fund shares.

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Company History and Acquisitions

        Our 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. We introduced our first municipal bond mutual fund in 1976, and our first municipal bond closed-end fund in 1987. We began providing individual managed account services to investors in early 1995, and since 1997 we have offered an increasingly wide range of equity-based managed accounts and funds to our target markets.

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

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

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

        On July 16, 2001, we completed the acquisition of Symphony Asset Management, LLC, an institutional investment manager based in San Francisco. As a result of the acquisition, our 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 us.

        On August 1, 2002, we completed the acquisition of NWQ Investment Management, 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 April 7, 2005, TRV sold approximately 40 million shares of our common stock in a secondary underwritten public offering. Upon the closing of the secondary offering, we were no longer a majority-owned subsidiary of TRV, and as of the end of September 2005, all of TRV's remaining ownership interest in Nuveen had been sold.

        On October 3, 2005, we completed the acquisition of Santa Barbara Asset Management. 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 unit, named Tradewinds Global Investors, LLC, is one of the distinct, independent and separately branded investment managers within Nuveen Investments. The Tradewinds investment team previously managed international and global value portfolios as part of NWQ.

        On April 30, 2007, we acquired HydePark Investment Strategies, which specializes in enhanced equity strategies.

        On November 13, 2007, a group of private equity investors led by MDP acquired all of the outstanding shares of the Company for approximately $5.8 billion in cash.

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        At the end of 2008, we combined Rittenhouse Financial Services with Santa Barbara Asset Management. The large cap "blue chip" growth equity strategy of Rittenhouse is now offered through Santa Barbara which also specialized in growth equities as described above.

        On December 26, 2008, we acquired Winslow Capital Management, Inc., which specializes in large-cap growth equities.

Competition

        The investment management industry is relatively mature and saturated with competitors that provide products and services similar to ours. Furthermore, the marketplace for investment products is rapidly changing; investors are becoming more sophisticated; the demand for and access to investment advice and information are becoming more widespread; and more investors are demanding investment vehicles that are customized to their personal situations. Competition in the investment management industry continues to increase as a result of greater regulatory flexibility afforded to banks and other financial institutions to sponsor and distribute mutual funds. The registered representatives that distribute our 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. Our 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 markets for mutual funds are highly competitive, with many participating sponsors. Based upon the information available, we believe that we 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. 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. We are also subject to competition in obtaining the commitment of underwriters to underwrite our closed-end fund offerings. To the extent the increased competition for underwriting and distribution causes higher distribution costs, our net revenue and earnings will be reduced.

        We encounter significant competition in all areas of our business. We compete with other investment managers, mutual fund advisors, brokerage and investment banking firms, insurance companies, hedge funds, banks and other financial institutions, many of which are larger, have proprietary access to distribution, have a broader range of product choices and investment capabilities, and have greater capital resources. Our ability to successfully compete in this market is based on the following factors: our ability to achieve consistently strong investment performance; to maintain and build upon our distribution relationships and continue to build new ones; to develop appropriately priced investment products well suited for our distribution channels and attractive to underlying clients and investors; to offer multiple investment choices; to provide effective shareowner servicing; to retain and strengthen the confidence of our clients; to attract and retain talented portfolio management and sales personnel; and to develop and leverage our brand in existing and new distribution channels. Additionally, our ability to successfully compete with other investment management companies is highly dependent on our reputation and our relationship with clients.

Advertising and Promotion

        We provide 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 our advertising campaigns. In addition, we regularly coordinate our marketing and promotional efforts with individual registered representatives, as described in "—Investment Product and Service Distribution." We also augment our marketing efforts through magazine, newspaper and other forms of advertising, targeted direct mail and

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telemarketing sales programs, web-based marketing and sponsorship of certain sports and civic activities.

Employees

        At June 30, 2009, we had 917 full-time employees. Employees are compensated with a combination of salary, cash bonus and fringe benefits. In addition, we have sought to retain our key and senior employees through competitive incentive arrangements, which include equity-based opportunities. We consider our relations with our employees to be good.

Properties

        We are headquartered in Chicago, IL, and have other primary offices in Los Angeles, CA, San Francisco, CA, Santa Barbara, CA, Radnor, PA and Minneapolis, MN. We also have four small regional offices in other locations, primarily to support our sales representatives. We lease approximately 396,000 square feet of office space across the country. Management believes that our facilities are adequate to serve its currently anticipated business needs.

Intellectual Property

        We have used, registered, and/or applied to register certain service marks to distinguish our investment products and services from our competitors in the U.S. and in foreign countries and jurisdictions. We enforce our service marks and other intellectual property rights in the U.S. and abroad.

Regulatory

        Each of our investment advisor subsidiaries (and each of the previously identified unaffiliated sub-advisors to certain of our funds) is registered with the SEC under the Investment Advisers Act. Each closed-end fund and open-end fund 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 our investment management business, including the business of the sub-advisors, 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 us (and any sub-advisor) from carrying on its investment management business in the event that we fail 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 our engaging in the investment management business for specified periods of time, the revocation of the advisors' registrations as investment advisors or other censures and fines.

        Under the Investment Company Act, if one of our investment advisor subsidiaries, our broker dealer subsidiary Nuveen Investments, LLC or any of their respective affiliates were either convicted of a felony or misdemeanor involving the purchase or sale of securities or were permanently or temporarily enjoined by a court from acting in a variety of capacities relating to the securities business, the entity subject to such sanction and its affiliates would become ineligible to act as an investment advisor or underwriter unless the SEC granted an exemption from such ineligibility. Such an exemption would have to be applied for and it would be wholly within the discretion of the SEC to grant or deny any such application subject to any conditions the SEC deemed appropriate in the public interest.

        Our officers, directors, and employees may, from time to time, own securities that are also held by one or more of our funds. Our internal policies with respect to individual investments require prior

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clearance of all transactions in securities of our company and other restrictions are imposed with respect to transactions in our closed-end fund securities. All of our employees 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. We also require 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.

        Our subsidiary, Nuveen Investments, LLC, is registered as a broker-dealer under the Exchange Act and is subject to regulation by the SEC, FINRA 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 our ability 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 June 30, 2009, Nuveen Investments, LLC had aggregate net capital, as defined, of approximately $28.2 million, which exceeded the regulatory minimum by approximately $26.4 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.

Litigation and Regulatory Proceedings

        Regulatory authorities, including FINRA and the SEC, examine our registered broker-dealer and investment advisor 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 we or one or more of our registered subsidiaries receives information requests from a regulatory authority as part of an industry-wide "sweep" examination of particular topics or industry practices. We are producing documents and being interviewed in the FINRA Enforcement Inquiry into our marketing and distribution of ARPS. Certain states have also requested information about our marketing materials for ARPS. We believe that such marketing materials were accurate and not misleading when provided to broker dealers for their use.

        Each national open-end Nuveen 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 Nuveen fund is qualified for sale (or not required to be so qualified) in the state for which it is named and other designated states.

        From time to time, we are 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 us. There are currently no such matters or inquiries pending that we believe would have a material adverse effect on our business or financial condition.

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MANAGEMENT

        Our directors, executive officers and certain other key officers are as follows:

Name	Age		Principal Position
John P. Amboian		48	Chief Executive Officer and Director
Mark J.P. Anson		50	President and Executive Director, Investment Services
Glenn R. Richter		47	Executive Vice President, Chief Operating Officer and Principal Financial Officer
John L. MacCarthy		49	Executive Vice President, Secretary and General Counsel
Sherri A. Hlavacek		46	Managing Director, Corporate Controller, and Principal Accounting Officer
Timothy M. Hurd		38	Director
Mark B. Tresnowski		50	Director
Vahe A. Dombalagian		35	Director
Edward M. Magnus		33	Director
Peter S. Voss		62	Director
Eugene S. Sunshine		59	Director
Frederick W. Eubank II		45	Director
Nathan C. Thorne		55	Director
Angel L. Morales		35	Director

John P. Amboian has been our Chief Executive Officer since June 2007. He has been a director since May 1998 and became a director of Holdings upon completion of the MDP Transactions. He was the President of our company from May 1999 to September 2007. Prior to that, he served as Executive Vice President and Chief Financial Officer of our company since June 1995.

Mark J.P. Anson has been our President and Executive Director, Investment Services since September 2007. Prior to that, he served as Chief Executive Officer of London-based Hermes Pensions Management Ltd. and British Telecom Pension Scheme. Mr. Anson also acted as the Chief Investment Officer for Hermes Pensions Management Ltd. in 2006. From 2001 through December 2005, Mr. Anson was the Chief Investment Officer at the California Public Employees' Retirement System (CalPERS).

        Glenn R. Richter has served as our Executive Vice President and Chief Operating Officer since October 2006. He joined our company as Executive Vice President and Chief Administrative Officer in May 2006. In October 2006, he was also designated as the Principal Financial Officer of our company. Prior to that, he served as Executive Vice President and Chief Financial Officer of RR Donnelley & Sons beginning in April 2005. Prior to that, from 2000 to April 2005, he served in various capacities at Sears, Roebuck and Co., including Executive Vice President and Chief Financial Officer, Senior Vice President, Finance and Vice President and Controller.

John L. MacCarthy has served as our Executive Vice President, Secretary and General Counsel since January 2008. He joined our company as Senior Vice President and General Counsel in March 2006 and became our Secretary in May 2006. Prior to that, he was a partner at the law firm of Winston & Strawn LLP beginning in 1993.

Sherri A. Hlavacek has served as our Managing Director and Corporate Controller since March 2009. Prior to that, she served as Corporate Controller since 2001 and also became our Principal Accounting Officer in October 2006. She joined our company in 1998 as Vice President and Assistant Controller.

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Timothy M. Hurd became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Hurd is a Managing Director of MDP and joined that firm in 1996. Mr. Hurd also serves on the board of directors of CapitalSource Inc.

Mark B. Tresnowski became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Tresnowski is a Managing Director and General Counsel of MDP and joined that firm in 2005. Mr. Tresnowski was a partner at Kirkland & Ellis LLP, a firm he had been with from 1986 through 1999 and rejoined in August 2004 after having served as Executive Vice President and General Counsel of Allegiance Telecom Inc., a nationwide competitive local exchange carrier and portfolio company of MDP, from 1999 through 2004. Allegiance filed for reorganization under Chapter 11 of the Bankruptcy Code in 2003.

Vahe A. Dombalagian became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Dombalagian is a Managing Director of MDP and joined that firm in 2001. Mr. Dombalagian currently serves on the board of directors of Cinemark Holdings, Inc.

Edward M. Magnus became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Magnus is a Director of MDP and joined that firm in 2004.

Peter S. Voss has been a director and a director of Holdings since May 2008. Since 2007, Mr. Voss has been a private investor and consultant. Prior to that, he served as Chairman and Chief Executive Officer of Natixis Global Asset Management (formerly known as Ixis Asset Management), a global multi-firm asset management company with assets under management of over $700 billion with headquarters in Paris, France and Boston, Massachusetts. Mr. Voss currently serves as a director of The Oakmark Funds and IRG, Inc. Mr. Voss also serves as a director on the Board of Brown University and other charitable organizations.

Eugene S. Sunshine has been a director and a director of Holdings since May 2008. Mr. Sunshine is Senior Vice President for Business and Finance, Northwestern University and joined that institution in 1997. Mr. Sunshine currently serves as the Chairman of the board of directors of Rubicon and on the boards of directors of Chicago Board Options Exchange, Evanston Chamber of Commerce, Evanston Invensure and Pathways. Mr. Sunshine previously served as a director of National Mentor Holdings from 2003 through 2006 and as a trustee of the Nuveen Funds from 2005 through July 2007.

Frederick W. Eubank II has been a director and a director of Holdings since May 2008. Mr. Eubank is a Managing Partner of Wachovia Capital Partners and joined that firm in 1989. Mr. Eubank currently serves on the boards of directors of Capital Source, Inc. and Comsys IT Partners.

Nathan C. Thorne has been a director and a director of Holdings since January 2009. Mr. Thorne is President of Merrill Lynch Global Private Equity and has served in that role since 2004. He is also Senior Vice President of Merrill Lynch & Co., Inc.

Angel L. Morales has been a director and a director of Holdings since April 2009. Mr. Morales is a Managing Director of Merrill Lynch Global Private Equity and joined that firm in 1996. Mr. Morales currently serves on the boards of directors of Aeolus Re Ltd. and Sentillion, Inc.

Holdings' Board of Managers

        Each person who is a member of the board of managers of Holdings has been appointed pursuant to the limited liability company agreement of Holdings. Pursuant to this agreement, the board of managers of Holdings consists of ten members, and MDP has the right to appoint six members, an affiliate of Merrill Lynch Global Private Equity has the right to appoint two members, the Nuveen Investments chief executive officer will serve as a member and a majority of the other members of the board will appoint one independent member who will be a person who is unaffiliated with MDP or any co-investor or our company. Messrs. Hurd, Tresnowski, Dombalagian, Magnus, Eubank and Voss have

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been appointed by MDP and Messrs. Morales and Thorne has been appointed by an affiliate of Merrill Lynch Global Private Equity. Mr. Sunshine has been appointed as the independent member of the board of managers. The limited liability company operating agreement of Holdings also provides that Holdings shall cause the board of directors of the Company to consist of the same individuals serving on the board of managers of Holdings.

Code of Ethics

        Nuveen Investments 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, the principal financial officer, the principal accounting officer and other senior officers, in compliance with regulatory requirements. We also have a Code of Ethics and various related compliance procedures that apply to our business as an investment manager and sponsor of investment products, and the conduct of our employees and executives.

Director Independence

        The Company is privately owned. As a result, the Company is not required to have independent directors.

Compensation Committee Interlocks and Insider Participation

        The following persons served on our Compensation Committee during 2008: Timothy M. Hurd, Mark B. Tresnowski, Vahe A. Dombalagian and Michael Rubinoff. No member of the Compensation Committee was, during the fiscal year ended December 31, 2008, an officer, former officer or employee of our Company or any of our subsidiaries. None of our executive officers served as a member of:

•

the compensation committee of another entity in which one of the executive officers of such entity served on our Compensation Committee;

•

the board of directors of another entity, one of whose executive officers served on our Compensation Committee; or

•

the compensation committee of another entity in which one of the executive officers of such entity served as a member of our Board.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

        This compensation discussion and analysis describes the material elements of compensation paid or awarded to our principal executive officer, principal financial officer and the three other most highly compensated executive officers of the Company ("named executive officers"). The specific amounts and material terms of such compensation paid, payable or awarded are disclosed in the tables and narrative immediately after this section of this prospectus. The Compensation Committee of our Board of Directors oversees the compensation program for our named executive officers.

Overview

        On November 13, 2007, the date we were acquired by a group of private equity investors led by MDP in the MDP Transactions, we ceased being a public company subject to SEC and NYSE rules. Prior to that, a Compensation Committee of our Board of Directors composed solely of independent directors was responsible for the decisions regarding executive compensation. Our Compensation Committee now consists of non-employee directors appointed by our private equity investors. MDP appoints a majority of the members of the Compensation Committee. In connection with the MDP Transactions, we entered into an amended employment agreement with our chief executive officer and entered into employment agreements with our other named executive officers. The terms of these employment agreements are summarized in "2008 Potential Payments Upon Termination or Change In Control (Liquidity Event)" beginning on page 98.

Compensation Philosophy and Objectives

        The Company's overall philosophy is to create value by using all elements of executive compensation to reinforce a results-oriented management culture focusing on our level of earnings, the achievement of longer-term strategic goals and objectives and specific individual performance. The objectives of our compensation policies are (i) to provide a level of compensation that will allow us to attract, motivate, retain and reward talented executives who have the ability to contribute to our success, (ii) to link executive compensation to our success through the use of bonus payments based in whole or in part upon our performance (or that of a particular business unit), (iii) to align the interests of executives with those of our equity holders thereby providing incentive for, and rewarding, the attainment of objectives that inure to the benefit of our equity holders, and (iv) to motivate and reward high levels of performance or achievement. In years prior to the MDP Transactions, the alignment of our executives' interests with those of our former shareholders was fostered through equity participation, including the use of stock awards and option grants. As discussed below, since the MDP Transactions we have sought a similar alignment of interests by awarding our named executive officers equity in our parent company, Holdings, and inviting them to invest in Holdings.

Components of Executive Compensation

        Total compensation for named executive officers is comprised of:

•

Base salary

•

Annual cash incentive awards

•

Equity incentive awards

•

Retirement plan benefits

•

Post-employment benefits

•

Other benefits and perquisites

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        The various components of named executive officers compensation reflect the following policies and practices of the Company:

Base Salary

        Base salary is provided to named executive officers in order to provide them with a degree of financial certainty. As has historically been true of the asset management industry generally, incentive compensation, and not base salary, is the primary compensation vehicle for our named executive officers. Prior to the MDP Transactions, we had set base salaries near the median level for the asset management industry. Annual base salaries for our named executive officers are set forth in their respective employment agreements and have not been altered since these employment agreements were entered into effective January 1, 2008. The base salary in the employment agreement of each of these named executive officers was determined based on historical base salary for such named executive officer considering base salaries for similarly situated executives in the investment management industry.

Annual Incentive Awards

        Prior to the MDP Transactions, annual incentive awards consisted of both cash and equity awards. After the MDP Transactions, our annual incentive program has provided our executives with the opportunity to earn cash incentive awards based on the Compensation Committee's discretion and evaluation of Company, individual and team performance. Each named executive officer's annual incentive award is based on the target annual incentive amount specified in such officer's employment agreement and the annual performance of the Company and other factors considered by the Compensation Committee. Our chief executive officer is entitled to an annual bonus equal to the sum of: (i) the prior fiscal year's annual bonus, plus or minus (ii) an amount equal to (x) the prior fiscal year's annual bonus multiplied by (y) the positive or negative percentage change in the Company's earnings before interest, taxes, depreciation and amortization ("EBITDA") from its prior fiscal year. The Company's Board of Directors, or the appropriate committee thereof, determines such change and makes such reasonable adjustments to the EBITDA amounts as are necessary and appropriate to reflect material acquisitions or divestures by the Company during the relevant fiscal years for purposes of making such determination. For our other named executive officers, in 2008, annual incentive award amounts were recommended by the chief executive officer and approved by the Compensation Committee by using the target bonus amounts from their respective employment agreements and then adjusting up or down based on various factors including the Company's EBITDA results, individual performance and other subjective factors summarized in the executives' annual performance review. These target awards are not formula-based but were set based on historical bonus payments for such named executive officer considering annual incentive awards for similarly situated executives in the investment management industry. In determining bonuses for these named executive officers no specific percentage weightings were assigned to the various factors considered. Individual performance was subjectively measured based on individual accomplishment, including in the areas of leadership, communication and overall managerial ability, as well as performance of the business unit or personnel supervised by the named executive officer. All 2008 bonuses for these named executive officers were below target levels as a result of the Company's reduced level of EBITDA driven primarily by challenging conditions in financial markets generally and the resulting reduction in our assets under management. Prior to the MDP Transactions, we had engaged a compensation consultant to review the competitiveness of our incentive compensation within our peer group of investment management firms. Since the MDP Transactions, we have not engaged a compensation consultant and have not engaged in any formal benchmarking of executive compensation, although we have used data provided by McLagan Partners to review general compensation trends in the asset management industry.

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Equity Awards

        In connection with the MDP Transactions, all outstanding awards under our former equity-based compensation plans were cancelled and converted into the right to receive cash payments with respect to such awards. However, in connection with the MDP Transactions, each of our named executive officers purchased equity in Holdings in the form of Class A Units or deferred Class A Units. In addition, certain named executive officers who had recently joined the Company were granted deferred restricted Class A Units of Holdings that vest over time. Finally, each named executive officer received Class B Units of Holdings that provide the right to participate in increases in the value of the Company above the aggregate purchase price paid in the MDP Transactions. The Class A Units and Class B Units are intended to provide incentive to management to keep focused on the long-term value of the Company. For more information regarding the defered restricted Class A Units and Class B Units, see the narrative entitled "2008 Outstanding Equity Awards At Fiscal Year-End" beginning on page 93. For more information regarding the deferred Class A Units, see the narrative entitled "2008 Non-Qualified Deferred Compensation" beginning on page 97.

Tax Deductibility of Incentive Awards

        We are aware that Section 162(m) of the Internal Revenue Code provides a $1 million limit on the deductibility for federal tax law purposes of compensation paid to top executives of publicly-traded companies, subject to certain exceptions. One of the exceptions is for compensation based on the attainment of objective performance standards that have been approved by shareholders. Prior to the MDP Transactions, certain of our incentive awards were designed to qualify for this exception and to permit the full deductibility by the Company of compensation paid to executive officers thereunder. Since we became privately-held as of November 13, 2007, we have not been subject to Section 162(m).

Retirement Plan Benefits

        We do not regard retirement plan benefits as a central element of our overall compensation strategy. Retirement plans, in general, are designed to provide executives with financial security after their employment has terminated. The named executive officers participate in a 401(k) retirement savings plan available to all salaried employees. Company matching contributions under the 401(k) plan are available to all employees generally and are designed to encourage and increase employee savings. The Company matches 50% of employee contributions up to 6% (10% prior to June 1, 2009) of an employee's salary or $16,500 (for 2009, as adjusted), whichever is less. The matching contributions by the Company vest over a three-year period from the date of employment.

        Our named executive officers who joined the Company prior to March 24, 2003 also participate in our tax-qualified defined benefit retirement plan (the "Retirement Plan") and our excess benefit plan (the "Excess Benefit Plan"), which is designed to make up for the benefits lost under the Company's Retirement Plan because of limitations imposed by the Internal Revenue Code on the amount of benefits that can be accrued under the Retirement Plan. Participation in our Retirement Plan has been frozen and is restricted to employees who qualified as participants prior to March 24, 2003. Additionally, on March 31, 2004, we amended our Retirement Plan such that existing participants will not accrue any new benefits under our Retirement Plan or Excess Benefit Plan after March 31, 2014. The Excess Benefit Plan allows named executive officers eligible to participate to receive full credit for their salary, which would not otherwise be available to them under our qualified Retirement Plan. Effective December 31, 2008, the Excess Benefit Plan was amended to provide that a participant's compensation earned after December 31, 2008 that is more than $200,000 above the compensation limitation imposed by Section 401(a)(17) of the Internal Revenue Code will not be taken into account for purposes of the plan, and to freeze participation in the plan so that no additional employees may become eligible to participate in the plan. Effective July 31, 2009, the Excess Benefit Plan was amended to provide that benefit accruals are frozen. Compensation on which benefits under our Retirement Plan

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and Excess Benefit Plan are based includes only base salary and not annual incentive or other compensation. The Company's overall long-term compensation approach centers on incentive based compensation and consequently the participation in and benefits under our Retirement Plan and Excess Benefit Plan are being phased out as described above.

        Prior to the MDP Transactions, the Company also permitted certain more highly compensated employees to defer a portion of their annual bonuses in accordance with terms of a plan that was designed to satisfy the requirements of Section 409A of the Internal Revenue Code. At the time of the MDP Transactions, this plan was terminated and all deferred amounts were paid out to participants.

Post-Employment Benefits

        Our named executive officers may receive certain benefits in the event of their termination of employment. Termination benefits and change in control benefits provide additional security and help minimize inherent conflicts of interest for executives that may arise in potential change in control transactions. The arrangements for calculating these benefits were negotiated with our named executive officers in connection with the MDP Transactions. The Compensation Committee has not altered these arrangements. The terms of these post-employment benefits are summarized in "2008 Potential Payments Upon Termination or Change in Control (Liquidity Event)" beginning on page 98.

Other Benefits and Perquisites

        Our named executive officers also participate in other employee benefit programs that are available to employees of the Company generally, including health and welfare benefit plans and a dependent college tuition scholarship plan. Named executive officers receive reimbursement, pursuant to applicable Company policies, for certain business expenses. In addition, consistent with our practice for other employees who are eligible under applicable securities laws to invest in certain Company-sponsored funds, we may waive applicable fees for named executive officers to encourage participation in and to capitalize such funds. Allowing our named executive officers and other employees to invest in Company-sponsored funds provides them an opportunity to participate in investment products that they may have helped to develop. The Company has also supported through charitable giving the charitable organizations to which its officers, including named executive officers, commit their time. In addition to the up to $5,000 match of charitable contributions available to all employees in 2008, the Company also contributed additional funds directly to charitable organizations, generally supporting those organizations to which the Company's more senior executive officers commit their time and resources.

2009 Compensation Actions

        In order to create further employee incentives and to support the objectives of our aforementioned compensation policies, on June 30, 2009 we granted interests in several mutual funds sponsored and managed by us to certain employees, including certain of our named executive officers. These interests vest in two equal installments on the first and second anniversaries of the grant date, provided that the recipient remains employed through each such vesting date. Messrs. Amboian, Anson, Richter and MacCarthy received grants with initial values of $3,800,000, $1,850,000, $1,850,000 and $1,000,000, respectively.

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2008 SUMMARY COMPENSATION TABLE

        The following table shows information concerning the annual compensation for services to the Company in all capacities of our principal executive officer, principal financial officers and the three other most highly compensated executive officers of the Company (collectively, the "named executive officers"). The footnotes accompanying the 2008 Summary Compensation Table generally explain amounts reported for 2008 and 2007, as these amounts have not been previously reported. For a detailed explanation of the 2006 amounts, see the footnotes to the 2006 Summary Compensation Table.

Name and Principal Position		Year		Salary ($)		Bonus ($)(1)			Stock Awards ($)(2)		Option Awards ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)(4)		Total Compensation ($)
John P. Amboian			2008		650,000		4,000,000			1,575,733		—		71,416			11,080		6,308,229
	Chief Executive		2007		500,000		6,000,000			5,446,718		4,917,235		38,517	(5)		178,801		17,081,271
	Officer		2006		500,000		4,900,000			1,946,471		2,613,812		84,038			204,807		10,249,128
Mark J.P. Anson(6)			2008		600,000		2,300,000			1,875,367		—		—			156,340		4,931,707
	President and		2007		197,692		1,500,000	(1)		234,421		—		—			391,936		2,324,049
Executive Director of Investment Services
Glenn R. Richter			2008		550,000		1,525,000			1,587,867		—		—			21,203		3,684,070
	Executive Vice		2007		500,000		1,600,000			1,140,415		549,676		—			14,369		3,804,460
	President, Chief		2006		295,513		500,000			150,010		110,607		—			178,388		1,234,518
Operating Officer and Chief Financial Officer
Alan G. Berkshire(7)			2008		550,000		1,400,000			787,867		—		62,019			188,740		2,988,626
	Former Senior Executive		2007		500,000		1,500,000			1,235,283		1,158,155		33,001	(5)		225,281		4,651,720
	Vice President		2006		456,250		1,350,000			442,089		677,867		40,288			124,503		3,090,997
John L. MacCarthy(8)			2008		450,000		850,000			967,259		—		—			8,560		2,275,819
	Executive Vice		2007		400,000		1,000,000	(1)		635,498		518,374		—			19,043		2,572,915
President, Secretary and General Counsel

(1)

The amounts set forth in this column constitute the annual incentive award for each named executive officer. Amounts listed for 2007 include $500,000 for each of Messrs. Anson and MacCarthy that they elected to defer in exchange for 50,000 deferred Class A Units. See the narrative to the table entitled "2008 Non-Qualified Deferred Compensation" for more information related to these deferrals.

(2)

The 2008 and 2007 amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008 and December 31, 2007, in accordance with FAS 123(R) of deferred restricted Class A Units granted pursuant to grant agreements dated December 14, 2007 between the Company and certain named executive officers and of Class B Units granted pursuant to grant agreements dated December 14, 2007 between Holdings and each named executive officer, but for which the Company recognized the compensation expense. The 2007 amounts also reflect the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123(R) for the restricted stock awards that vested prior to the MDP Transactions. In addition, as a result of the MDP Transactions, all restricted stock awards outstanding immediately before the merger vested, and, therefore, the 2007 amounts in this column also include all remaining compensation expense associated with those awards that was recognized in fiscal 2007 in accordance with FAS 123(R). See Note 6, "Equity-Based Compensation," to our Annual Financial Statements for a description of the valuation assumptions for the amounts included in this column.

(3)

In addition to the options that vested in 2007 prior to the MDP Transactions, as a result of the MDP Transactions, all options awards outstanding immediately before the merger vested, and, therefore, the amounts reflected in this column for 2007 include all remaining compensation expense associated with those

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awards that was recognized in fiscal 2007 in accordance with FAS 123(R). See Note 6, "Equity-Based Compensation," to our Annual Financial Statements for a description of the valuation assumptions for the amounts included in this column.

(4)

For Mr. Amboian, amounts include Company paid parking expenses of $2,160 for 2008 and $2,200 for 2007. For Mr. Anson, amounts include Company paid parking expenses of $1,500 for 2008 and $740 for 2007 and relocation expenses of $153,760 in 2008 and relocation expenses of $390,116 in 2007. For Mr. Richter, amounts include Company paid parking expenses of $2,040 for 2008 and of $2,200 for 2007 and a payment of $10,900 under the Company's dependent college tuition scholarship plan for 2008. For Mr. Berkshire, amounts include relocation expenses of $180,000 in 2008 and relocation expenses of $193,986 in 2007. The amounts for 2008 also include life insurance premiums in the amounts of $1,170, $1,080, $513, $990, and $810 for Messrs. Amboian, Anson, Richter, Berskhire, and MacCarthy, respectively. The amounts for 2007 include life insurance premiums in amounts of $900, $1,080, $513, $900, and $720 for Messrs. Amboian, Anson, Richter, Berkshire, and MacCarthy, respectively. The 2008 amounts also include, other than for Mr. Anson, matching contributions to the account of each named executive officer of $7,750 under the tax-qualified Nuveen Investments, LLC Employees' 401(k) Plan. The 2007 amounts also include, other than for Mr. Anson, contributions to the account of each named executive officer of $8,169 for Mr. Amboian (consisting of $7,500 in matching 401(k) contributions and $669 in reallocations of forfeitures) and $8,419 for Messrs. Richter, Berkshire, and MacCarthy (consisting of $7,750 in matching 401(k) contributions and $669 in reallocations of forfeitures) under the Nuveen Investments, LLC Employees' 401(k) Plan. In addition, the 2007 amounts include dividends reported as W-2 compensation on unvested restricted stock, and on vested restricted stock whose receipt was deferred, in the amounts of $167,532, $3,487, $22,226, and $9,904 for Messrs. Amboian, Richter, Berkshire, and MacCarthy, respectively. The 2007 amounts do not include dividends whose receipt was deferred until retirement or termination of employment (or the interest thereon that accumulates at the prime rate) or dividends on company stock held in brokerage accounts or directly. Additionally, from time to time, the Company makes tickets to cultural and sporting events available to the named executive officers for business purposes. If not utilized for business purposes, the tickets may be used for personal use. There was no incremental cost to the Company for these tickets.

(5)

For Mr. Amboian, the 2007 amount includes $17,047, which represents the earnings in excess of 120% of the applicable federal long-term interest rate on the portion of his aggregate deferred compensation account under the Company's Deferred Bonus Plan on which the Company paid interest at the prime rate. The Company's Deferred Bonus Plan permitted its senior executives to defer all or a portion of their annual bonuses and receive a return on the amounts so deferred measured by (1) the prime rate or (2) the performance of one or more of a specified list of investment products (mutual funds and private partnerships) sponsored by the Company. For investment returns based on the performance of a Company investment product, the Company hedged its exposure by investing the deferred amount in such product. As in prior years, the table does not include any earnings on deferred compensation account balances of Mr. Amboian and Mr. Berkshire for which a return based on a Company investment product was selected. All balances under the Company's Deferred Bonus Plan were distributed in connection with the MDP Transactions.

(6)

Mr. Anson joined the Company on September 4, 2007.

(7)

Mr. Berkshire ceased being an employee of the Company as of the close of business on June 30, 2009.

(8)

Mr. MacCarthy was not a named executive officer in 2006.

        For a description of the employment agreements with the named executive officers, which agreements set the base salaries and target or minimum annual incentive amounts described in the table above, see "2008 Potential Payments Upon Termination or Change In Control (Liquidity Event)" beginning on page 98.

2008 GRANTS OF PLAN-BASED AWARDS

        The Company made no grants of plan-based awards to the named executive officers in 2008.

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2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

        The following table shows the outstanding unvested and unearned equity awards held by each named executive officer as of December 31, 2008.

Name	Number of Units That Have Not Vested (#)			Market Value of Units That Have Not Vested ($)
John P. Amboian		47,778	(1)		—
Mark J.P. Anson		23,889	(1)		—
		356,250	(2)		1,047,375	(3)
Glenn R. Richter		23,889	(1)		—
		320,000	(2)		940,800	(3)
Alan G. Berkshire		23,889	(1)		—
John L. MacCarthy		17,200	(1)		—
		160,000	(2)		470,400	(3)

(1)

This figure represents the number of unvested Class B Units held by each named executive officer as of December 31, 2008. Based on the valuation conducted resulting in the goodwill impairment reflected in our Annual Financial Statements, the Class B Units had an implied per unit value of $0 as of December 31, 2008. For a detailed description of the vesting schedule see the text below.

(2)

This figure represents the number of unvested deferred restricted Class A Units held by each named executive officer as of December 31, 2008. For a detailed description of the vesting schedule see the text below.

(3)

The value was determined by multiplying the number of unvested deferred restricted Class A Units by the per unit value of the deferred restricted Class A Units as of December 31, 2008, which was $2.94, based on our Annual Financial Statements.

Terms of Class B Units

        The Class B Units held by the named executive officers were granted pursuant to grant agreements dated December 14, 2007 between Holdings and each named executive officer. The Class B Units are designated as Series 1 Class B Units (as described in the Windy City Investment Holdings L.L.C. Amended and Restated Limited Liability Company Agreement (the "LLC Agreement")). The Participation Threshold (as defined in the LLC Agreement) is determined and adjusted as provided in the LLC Agreement. As of the date of the grant agreements, the Participation Threshold was $2.8 billion and it has not been changed. The Class B Units are subject to certain limitations and restrictions, including, among other things, restrictions on transfer, certain drag-along, holdback provisions, and repurchase rights.

        Seventy percent of the Class B Units vest on a quarterly pro-rata basis over five years beginning on November 13, 2007 ("Time Vested Units"), provided that the executive is, and has been, continuously: (i) employed by Holdings or any of its subsidiaries, (ii) serving as a manager or director of Holdings or its subsidiaries, or (iii) at the discretion of Holdings' Board of Managers, providing services to Holdings or any of its subsidiaries as an advisor or consultant. Immediately prior to a Liquidity Event (as defined in the LLC Agreement), all unvested Time Vested Units become fully vested if the executive is, and has been continuously employed by or providing services to Holdings or its subsidiaries. The number of Time Vested Units that are vested cannot increase after the named executive officer ceases to be an employee of, or after termination of his services to, Holdings or any of its subsidiaries. Notwithstanding the foregoing, the named executive officer shall become fully vested in his Time Vested Units in the event of his death or termination due to disability.

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        The remaining thirty percent of the Class B Units vest on a quarterly pro-rata basis commencing on November 13, 2012 and ending on November 13, 2014 ("Liquidity Vested Units") or, if sooner: (i) on a quarterly basis commencing on a Liquidity Event other than an initial public offering and ending on the first anniversary of the date of the closing of such event, (ii) on a quarterly pro-rata basis commencing on an initial public offering and ending on the second anniversary of the closing of such initial public offering, or (iii) if, after a Liquidity Event other than an initial public offering, the executive's employment with Holdings has been terminated by Holdings without Cause or the executive has resigned from the Company for Good Reason (as such terms are defined in the grant agreement), provided that the executive is, and has been, continuously (x) employed by Holdings or any of its subsidiaries, (y) serving as a manager or director of Holdings or its subsidiaries, or (z) at the discretion of Holdings' Board of Managers, providing services to Holdings or any of its subsidiaries as an advisor or consultant. The number of the Liquidity Vested Units that are vested cannot increase after the named executive officer ceases to be an employee of, or after termination of his services to, Holdings or any of its subsidiaries. Notwithstanding the foregoing, the named executive officer shall become fully vested in his Liquidity Vested Units in the event of his death or termination due to disability.

        In the event of a Special Liquidity Event (as defined in the Class B Unit grant agreement) prior to November 13, 2012, then the vesting schedule described above is adjusted so that the Time Vested Units vest on a quarterly pro-rata basis between November 13, 2007 and November 13, 2010. Upon the consummation of a Special Liquidity Event, the amount of Time Vested Units will vest such that the total number of Time Vested Units that are vested on such date is equal to the total percentage of Time Vested Units that would be vested on such date pursuant to the adjusted vesting schedule. On each subsequent vesting date, the number of units that will vest is based upon the adjusted vesting schedule. In no event, however, will a Time Vested Unit vest later than its originally scheduled vesting date. If the executive ceases to be employed by, or provide services to, Holdings or any of its subsidiaries after a Special Liquidity Event due to his death, disability, termination by Holdings or a subsidiary without Cause or resignation for Good Reason, all of the Time Vested Units that have not yet become vested shall immediately vest. In the event of a Special Liquidity Event, the Liquidity Vested Units vest on a quarterly pro-rata basis commencing on November 13, 2010 and ending on November 13, 2012. If the executive ceases to be employed by, or provide services to, Holdings or any of its subsidiaries after a Special Liquidity Event due to his death, disability, termination by Holdings or the subsidiary without Cause or resignation for Good Reason, all of the Liquidity Vested Units that have not yet become vested shall immediately vest.

Terms of Deferred Restricted Class A Units

        The deferred restricted Class A Units held by certain named executive officers were granted pursuant to grant agreements dated December 14, 2007 between the Company and the applicable named executive officer. Except for a grant of 315,000 deferred restricted Class A Units to Mr. Anson, which vests quarterly over four years beginning on November 13, 2007, the deferred restricted Class A Units vest on a quarterly pro-rata basis over five years beginning on November 13, 2007. Upon a Liquidity Event other than an initial public offering, all outstanding and unvested deferred restricted Class A Units become fully vested immediately prior to the Liquidity Event, provided that the named executive officer is, and has been, continuously: (i) employed by the Company or any of its subsidiaries, (ii) serving as a manager or director of the Company or its subsidiaries, or (iii) at the discretion of the Company's Board of Directors, providing services to the Company or any of its subsidiaries as an advisor or consultant. The number of the deferred restricted Class A Units that are vested cannot increase after the named executive officer ceases to be an employee of, or after termination of his services to, the Company or any of its subsidiaries. Further, in the event the named executive officer terminates providing services to the Company and all of its subsidiaries for any reason, all unvested deferred restricted Class A Units become automatically cancelled on the date of termination. Notwithstanding the foregoing, the named executive officer shall become fully vested in his deferred

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restricted Class A Units in the event of his death or termination due to disability. The Company's Board of Directors also has the discretion to accelerate the vesting of the deferred restricted Class A Units based on performance.

        In connection with these deferrals, the Company established a separate notional account for each executive with respect to the deferred restricted Class A Units. The executive is entitled to receive all cash distributions paid with respect to his vested deferred restricted Class A Units credited to his notional account, payable at the time the underlying deferral is settled as described below. Any such cash distributions are notionally invested in accounts or other programs offered by the Company's Board of Directors at its discretion.

        The deferred restricted Class A Units are settled upon the earliest of: (i) a Liquidity Event other than an initial public offering, which constitutes a change in control event under Section 409A of the Internal Revenue Code, (ii) the date that is thirty days following the executive's separation from service (or, if the executive is a Key Employee as defined in Section 409A of the Internal Revenue Code, the date that is six months following the executive's separation from service), and (iii) February 15, 2013. Upon the settlement date, the executive is entitled to a distribution of the amounts credited to the executive's notional account, including all cash distributions. Notwithstanding the foregoing, if the settlement is by reason of a separation from service, then the Company may deliver a cash amount equal to the liquidation value of the deferred restricted Class A Units or the fair market value of such other securities or property. Furthermore, in lieu of delivering Class A Units or other securities or property credited to the executive's notional account, the Company or Parent, Windy City Investments, Inc., may deliver shares of stock of Parent having a fair market value of such other securities or property as of the date that such shares, securities, or property would otherwise be delivered. If the distribution is made in the form of stock of Parent (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the executive to agree to exchange such Parent stock (or replacement equity) after the distribution for units or nonvoting equity interests of Holdings (or replacement equity) in an amount of Class A Units (or replacement equity) with a liquidation value equal to the fair market value of Parent stock (or replacement equity) that is so exchanged.

2008 OPTION EXERCISES AND STOCK VESTED

        The following table sets forth certain information regarding the equity that vested during 2008 for the named executive officers.

	Stock Awards
Name	Number of Units Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
John P. Amboian		7,778		—
Mark J.P. Anson		112,639		319,725
Glenn R. Richter		83,889		235,200
Alan G. Berkshire		3,889		—
John L. MacCarthy		42,800		117,600

(1)

Reflects value of vested Class B Units and vested deferred restricted Class A Units as of December 31, 2008. No amounts were actually realized.

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2008 PENSION BENEFITS

        This table shows the present value as of December 31, 2008 of the accumulated benefits payable to each of the named executive officers who participates in the Company's Retirement Plan and Excess Benefit Plan determined using interest rates and mortality assumptions consistent with those used in the Company's financial statements. All amounts shown in the table are fully vested. The Retirement Plan was closed to new participants in 2003 and the Excess Benefit Plan was closed to new participants as of December 31, 2008. Therefore, Messrs. Anson, Richter, and MacCarthy do not participate in the Retirement Plan or Excess Benefit Plan.

Name	Plan Name(s)	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
John P. Amboian	Retirement Plan		12.5		175,526		—
	Excess Benefit Plan		12.5		277,372		—
Alan G. Berkshire	Retirement Plan		10.0		124,078		—
	Excess Benefit Plan		10.0		130,926		—

        Each participant's benefits under the Retirement Plan are determined under a formula that takes into account years of credited service and the participant's average monthly compensation during the five consecutive calendar years of highest annual compensation in the ten consecutive calendar years prior to retirement, less a portion of primary Social Security benefits. Compensation on which plan benefits are based includes only base salary, as shown in the "Summary Compensation Table," and not bonuses, incentive compensation, or profit-sharing plan contributions. The maximum annual benefit payable under the plan was not to exceed the lesser of $195,000 in 2008, and 100% of a participant's average aggregate compensation for the three consecutive years in which he or she received the highest aggregate compensation from the Company or such lower limit as may be imposed by the Internal Revenue Code. The plan generally provides for payments to or on behalf of each vested employee upon such employee's retirement at the normal retirement age provided under the plan or later, although provision is made for payment of early retirement benefits on a graduated reduced basis according to provisions of the plan. Normal retirement age under the plan is 65. An employee whose age and years of service add up to 90 is entitled to an unreduced pension despite not having attained normal retirement age. The plan provides for reduced retirement benefits once a participant has completed 15 or more years of continuous service with the Company and has reached at least age 55. As of December 31, 2008, Messrs. Amboian and Berkshire were not eligible for early retirement benefits under the plan.

        The Excess Benefit Plan provides certain highly compensated employees who participate in the Retirement Plan, including, but not limited to, Mr. Amboian and, while he was employed, Mr. Berkshire, with additional retirement income in an amount equal to the difference between (i) the benefits any such employee would have received under the Retirement Plan but for limitations in that plan on the amount of annual benefits payable pursuant to that plan and (ii) the benefits actually payable to such employee under the Retirement Plan. Effective December 31, 2008, the Excess Benefit Plan was amended to freeze participation in the plan so that no additional employees may become eligible to participate in the plan. In addition, effective December 31, 2008, the Excess Benefit Plan was amended to provide that a participant's compensation earned after December 31, 2008 that is more than $200,000 above the compensation limitation imposed by Section 401(a)(17) of the Internal Revenue Code will not be taken into account for purposes of the plan. Effective July 31, 2009, the Excess Benefit Plan was amended to freeze benefit accruals.

        Employees of certain subsidiaries of the Company are not eligible to participate in the Retirement Plan. On March 31, 2004, the Company amended the Retirement Plan such that existing participants will not accrue any new benefits under the Retirement Plan or the Excess Benefit Plan after March 31, 2014.

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2008 NON-QUALIFIED DEFERRED COMPENSATION

        The following table discloses contributions, earnings, and balances to the named executive officers who elected to defer a portion of their 2007 bonus, payable in 2008, in exchange for 50,000 fully vested deferred Class A Units as described below:

Name	Executive Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)(1)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Mark J.P. Anson		0		(353,000	)		—		147,000
John L. MacCarthy		0		(353,000	)		—		147,000

(1)

This figure represents the difference between the value of the 50,000 deferred Class A Units on the date of purchase ($10.00 per unit) and the implied value of the deferred Class A Units as of December 31, 2008 ($2.94 per unit).

        Pursuant to Deferred Unit Purchase Agreements dated December 14, 2007 with the Company, Messrs. Anson and MacCarthy each elected to defer $500,000 of their 2007 bonus, payable in 2008, in exchange for 50,000 fully vested deferred Class A Units. The deferred Class A Units are expensed at the Holdings level, not at the Company level, and, therefore, these awards do not appear in the 2008 Outstanding Equity Awards at Fiscal Year-End table. As of December 31, 2008, the deferred Class A Units had an implied value of $2.94 per unit.

        In connection with these deferrals, the Company established a separate notional account for each executive with respect to the deferred Class A Units. The executive is entitled to receive all cash distributions paid with respect to the Class A Units credited to his notional account, payable at the time the underlying deferral is settled as described below. Any such cash distributions are notionally invested in accounts or other programs offered by the Company's Board of Directors at its discretion.

        The deferred Class A Units are settled upon the earliest of: (i) a Liquidity Event (as defined in the LLC Agreement) other than an initial public offering, which constitutes a change in control event under Section 409A of the Internal Revenue Code, (ii) the date that is thirty days following the executive's separation from service (or, if the executive is a Key Employee as defined in Section 409A of the Internal Revenue Code, the date that is six months following the executive's separation from service), and (iii) February 15, 2013. Upon the settlement date, the executive is entitled to a distribution of the amounts credited to the executive's notional account, including all cash distributions. Notwithstanding the foregoing, if the settlement is by reason of a separation from service, then the Company may deliver a cash amount equal to the liquidation value of the Class A Units or the fair market value of such other securities or property. Furthermore, in lieu of delivering Class A Units or other securities or property credited to the executive's notional account, the Company or Parent, Windy City Investments, Inc., may deliver shares of stock of Parent having a fair market value of such other securities or property as of the date that such shares, securities, or property would otherwise be delivered. If the distribution is made in the form of stock of Parent (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the executive to agree to exchange such Parent stock (or replacement equity) after the distribution for units or nonvoting equity interests of Holdings (or replacement equity) in an amount of Class A Units (or replacement equity) with a liquidation value equal to the fair market value of Parent stock (or replacement equity) that is so exchanged.

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2008 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(LIQUIDITY EVENT)

        The following tables and the accompanying narrative show potential benefits payable to our named executive officers upon the occurrence of the events specified therein, assuming such events occurred on December 31, 2008 and excluding certain benefits generally available to all salaried employees. The amounts disclosed below reflect the aggregate potential payments under each scenario and category. Retirement benefits are shown under "2008 Pension Benefits" in the table on page 96. None of our named executive officers were eligible for retirement or early retirement as of December 31, 2008. Disability benefits of 60% of base salary and the employee's average bonus for the previous two years are generally available to all employees. There is a monthly maximum of $15,000 for such benefits. A description of the terms of the employment agreements with the named executive officers follows the tables below. For a description of the terms of the deferred restricted Class A and Class B unit awards, see "2008 Outstanding Equity Awards at Fiscal Year-End" beginning on page 93.

John P. Amboian

        The following table shows the potential payments upon termination for John Amboian, our principal executive officer, assuming such events occurred on December 31, 2008.

Executive Benefits and Payments Upon Termination	Involuntary Not for Cause or Good Reason Termination		Death		Disability
Bonus Through Termination Date	$	5,203,000	$	5,203,000	$	5,203,000
Severance Payment	$	7,000,000		—		—
Accelerated Vesting of Equity		—		—		—
Post-termination Health Care	$	19,331	$	19,331	$	19,331
Incremental Non-Qualified Pension	$	36,294		—		—
Total:	$	12,258,625	$	5,222,331	$	5,222,331

Mark J.P. Anson

        The following table shows the potential payments upon termination for Mark Anson, our President and Executive Director of Investment Services, assuming such events occurred on December 31, 2008.

Executive Benefits and Payments Upon Termination	Involuntary Not for Cause or Good Reason Termination		Death		Disability
Bonus Through Termination Date	$	1,500,000	$	1,500,000	$	1,500,000
Severance Payment	$	5,000,000		—		—
Accelerated Vesting of Equity	$	1,047,375	$	1,047,375	$	1,047,375
Post-termination Health Care	$	19,331	$	19,331	$	19,331
Total:	$	7,566,706	$	2,566,706	$	2,566,706

Glenn R. Richter

        The following table shows the potential payments upon termination for Glenn Richter, our principal financial officer, assuming such events occurred on December 31, 2008.

Executive Benefits and Payments Upon Termination	Involuntary Not for Cause or Good Reason Termination		Death		Disability
Bonus Through Termination Date	$	1,600,000	$	1,600,000	$	1,600,000
Severance Payment	$	1,750,000		—		—
Accelerated Vesting of Equity	$	940,800	$	940,800	$	940,800
Post-termination Health Care	$	19,331	$	19,331	$	19,331
Total:	$	4,310,131	$	2,560,131	$	2,560,131

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Alan G. Berkshire

        The following table shows the potential payments upon termination for Alan Berkshire, our former Senior Executive Vice President assuming such events occurred on December 31, 2008.

Executive Benefits and Payments Upon Termination	Involuntary Not for Cause or Good Reason Termination*		Death		Disability
Bonus Through Termination Date	$	1,500,000	$	1,500,000	$	1,500,000
Severance Payment	$	2,000,000		—		—
Accelerated Vesting of Equity		—		—		—
Post-termination Health Care	$	19,331	$	19,331	$	19,331
Total:	$	3,519,331	$	1,519,331	$	1,519,331

*

In connection with Mr. Berkshire's termination of employment, the Company entered into a separation agreement with Mr. Berkshire as of June 30, 2009 that entitles him to the benefits provided for under the terms of his employment agreement in the event of an involuntary not for cause or good reason termination.

John L. MacCarthy

        The following table shows the potential payments upon termination for John MacCarthy, our Senior Vice President, General Counsel and Secretary, assuming such events occurred on December 31, 2008.

Executive Benefits and Payments Upon Termination	Involuntary Not for Cause or Good Reason Termination		Death		Disability
Bonus Through Termination Date	$	1,000,000	$	1,000,000	$	1,000,000
Severance Payment	$	1,000,000		—		—
Accelerated Vesting of Equity	$	470,400	$	470,400	$	470,400
Post-termination Health Care	$	19,331	$	19,331	$	19,331
Total:	$	2,489,731	$	1,489,731	$	1,489,731

        Upon a Liquidity Event, based on unvested awards as of December 31, 2008, the value of the accelerated vesting for each of the named executive officers is as follows: Mr. Anson, $1,047,375; Mr. Richter $940,800; and Mr. MacCarthy, $470,400.

Employment Agreement with Mr. Amboian

        Effective November 1, 2002, the Company entered into an employment agreement with Mr. Amboian, which was amended as of January 1, 2008 in connection with the MDP Transactions. The agreement provides that Mr. Amboian's employment will terminate on December 31, 2012, subject to automatic one-year renewal periods, unless he is terminated as a result of death or disability or by sixty days written notice of non-renewal by either party. The agreement provides for a minimum base salary of $650,000, a 2007 minimum annual bonus of $5,500,000 and a 2007 target annual bonus of $6,000,000. For each subsequent year, Mr. Amboian is entitled to an annual bonus equal to the sum of: (i) the prior fiscal year's annual bonus, plus or minus (ii) an amount equal to (x) the prior fiscal year's annual bonus multiplied by (y) the positive or negative percentage change in the Company's EBITDA from its prior fiscal year. The Company's Board of Directors, or the appropriate committee thereof, determines such change and makes such reasonable adjustments to the EBITDA amounts as are necessary and appropriate to reflect material acquisitions or divestures by the Company during the relevant fiscal years for purposes of making such determination.

        Under the amended agreement, in the event Mr. Amboian's employment is terminated (a) other than for Cause or (b) for Good Reason (each as defined in his agreement), Mr. Amboian will receive a

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lump sum cash payment within thirty days after the date of his termination equal to the sum of his: (i) "Accrued Obligations" (as defined below) and (ii) $7,000,000. Mr. Amboian is also entitled to: (i) accelerated vesting of any outstanding equity awards in accordance with the terms of the agreement or plan pursuant to which such interests were issued or granted, (ii) continuation of welfare benefits for the earlier of one year or the date of medical or welfare benefit coverage with another employer, and (iii) one year of additional age and service credit under the Company's Retirement Plan. "Accrued Obligations" means the sum of: (i) Mr. Amboian's annual base salary through the date of termination and (ii) the product of (x) the average annual bonus paid to Mr. Amboian in respect of the three completed fiscal years prior the date of termination and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapsed up to and including the date of termination and the denominator of which is 365.

        In the event Mr. Amboian terminates employment by reason of death or disability, Mr. Amboian is entitled to: (i) a lump sum cash payment within thirty days after his termination equal to his Accrued Obligations, (ii) any accrued benefits (including disability benefits, if termination is due to disability), and (iii) accelerated vesting of any outstanding stock options, restricted stock, or restricted stock units. In the event Mr. Amboian is terminated for Cause or he terminates other than for Good Reason, Mr. Amboian is entitled to his annual base salary earned through his date of termination and any accrued benefits.

        Mr. Amboian's agreement further provides that he will not be permitted to solicit or hire any person employed by the Company for twelve months after termination of employment.

Employment Agreements with Messrs. Anson, Richter, Berkshire, and MacCarthy

        The Company also entered into employment agreements with Messrs. Anson, Richter, Berkshire, and MacCarthy on January 1, 2008 each of which has substantially similar terms. Each agreement provides that the named executive officer's employment will terminate on December 31, 2012, subject to automatic one-year renewal periods unless terminated as a result of death or disability or by sixty days written notice of non-renewal by either party. Under each agreement, the named executive officer is entitled to: (i) a minimum annual base salary, (ii) continued participation in the Company's annual cash incentive plan then in effect, and (iii) a right to participate in the Company's employee benefit programs and policies. The agreements provide for minimum base salaries of $600,000, $550,000, $550,000, and $450,000 for Messrs. Anson, Richter, Berkshire, and MacCarthy, respectively. The agreements also set forth minimum and/or target bonuses for 2007, 2008, and/or 2009 as follows: 2007 minimum bonus of $1,500,000, 2008 target bonus of $3,000,000 and 2009 target bonus of $3,500,000 for Mr. Anson; 2007 minimum bonus of $1,500,000 and 2008 target bonus of $1,750,000 for Mr. Richter; 2007 minimum bonus of $1,500,000 and 2008 minimum and target bonuses of $1,500,000 and $2,000,000, respectively, for Mr. Berkshire; and 2007 minimum bonus of $900,000 and 2008 target bonus of $1,000,000 for Mr. MacCarthy. Minimum bonuses were to be a floor on the bonus payment to these named executive officers, while target bonuses were expected to be paid for good performance if the Company also performed well. In light of challenging conditions in the financial markets generally in 2008, which negatively impacted the Company's financial performance, full target bonuses and, where applicable, full minimum bonuses were not paid for 2008.

        Under each of these agreements, in the event the executive's employment is terminated (a) other than for Cause or (b) for Good Reason (each as defined in the employment agreements), provided that the named executive officer does not revoke a general release of claims, the executive will receive a lump sum cash payment within thirty days after the date of his termination equal to the sum of his: (i) "Accrued Obligations" (as defined below) and (ii) "Enhanced Severance Amount" (as described below). Each named executive officer is also entitled to: (i) one year of welfare benefit continuation for the executive and/or the executive's family on the terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time and (ii) accelerated

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vesting of any outstanding equity awards in accordance with the terms of the agreement or plan pursuant to which such interests were issued or granted. "Accrued Obligations" means the sum of: (i) the executive's annual base salary through the date of termination and the executive's annual bonus for the prior fiscal year to the extent not already paid and (ii) the product of (x) the executive's annual bonus for the prior fiscal year and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapsed up to and including the date of termination and the denominator of which is 365. The "Enhanced Severance Amount" for each named executive officer as of December 31, 2008 is $5,000,000 $1,750,000, $2,000,000, and $1,000,000 for Messrs. Anson, Richter, Berkshire, and MacCarthy, respectively.

        In the event the named executive officer terminates employment by reason of death or disability, the executive will receive: (i) a lump sum cash payment within thirty days after his termination equal to his Accrued Obligations, (ii) one year of welfare benefit continuation for the executive and/or the executive's family on the terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time, and (iii) accelerated vesting of any outstanding equity awards in accordance with the terms of the agreement or plan pursuant to which such interests were issued or granted. If the named executive officer is terminated for Cause or the named executive officer terminates other than for Good Reason, each executive is entitled to his annual base salary earned through his date of termination and any accrued benefits.

        Each agreement further provides that the executive will be subject to an indefinite confidentiality provision and a twelve month employee and client non-solicit and non-disparagement limitation.

DIRECTOR COMPENSATION

        The following table shows information concerning the compensation that the Company's non-employee directors earned during the fiscal year ended December 31, 2008.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Eugene S. Sunshine	$	70,500	$	7,094	$	77,594
Peter S. Voss		64,500	$	7,094	$	71,594

(1)

Consists of $52,500 in annual retainer and $18,000 in meeting fees for Mr. Sunshine and $12,000 in meeting fees for Mr. Voss. Messrs. Sunshine and Voss each elected to receive deferred restricted Class A Units in Holdings in lieu of cash compensation. As of December 31, 2008, Mr. Sunshine held 7,638 Class A Units and Mr. Voss held 6,988 Class A Units.

(2)

Mr. Sunshine and Mr. Voss each received a grant of 667 Class B Units on August 13, 2008 with a grant date value of $103,385.

        Other than our two independent, outside directors, none of our directors receives compensation for his services on our Board or the Holdings Board. Each of our outside directors receives: (i) an annual retainer of $70,000, payable quarterly at the time of the Holdings Board and Company Board meetings (which are generally held concurrently), and (ii) a fee of $2,000 for each Board and Board committee meeting. In addition, an outside director who serves as: (i) chair of the Nuveen Audit and Compliance Committee shall receive an additional annual fee of $15,000 and (ii) chair of any other Board committee shall receive an additional annual fee of $10,000, in each case payable quarterly. All or any portion of the annual retainer and committee fees described above may, at the election of the director, be paid in Class A Units (as defined in the LLC Agreement), which may be deferred. All of our directors are reimbursed for out-of-pocket expenses incurred in connection with attending all board and other committee meetings.

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SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

        All of our capital stock is owned by Parent, which in turn is owned by Holdings. Holdings was capitalized in connection with the MDP Transactions with approximately $2,750.2 million of equity capital in the form of Class A Units and Class A-Prime Units. Holdings also issued Class B Units to employees. As of June 30, 2009, Holdings had 276,374,599 Class A Units, 3,420,000 Class A-Prime Units and 928,197 Class B Units outstanding.

        The following table sets forth certain information regarding the beneficial ownership of Class A Units of Holdings as of August 24, 2009 by:

•

each person who is the beneficial owner of more than 5% of its outstanding Class A Units;

•

each member of the board of directors of Holdings and our named executive officers; and

•

each of our directors and executive officers as a group.

        To our knowledge, each such unitholder has sole voting and investment power as to the Units shown unless otherwise noted. Beneficial ownership of the Units listed in the table has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act.

	Class A Units(1)
	Number		Percent of Class
Principal Stockholders:
Madison Dearborn(2)		127,165,100	46.0%
Merrill Lynch(3)		90,000,000	32.6%
Directors and Named Executive Officers:
John P. Amboian(4)		3,000,000	1.1%
Mark J.P. Anson(5)		213,125	*
Glenn R. Richter(6)		150,000	*
Alan G. Berkshire(7)		500,000	*
John L. MacCarthy(8)		110,000	*
Timothy M. Hurd		—	*
Mark B. Tresnowski		—	*
Vahe A. Dombalagian		—	*
Edward M. Magnus		—	*
Peter S. Voss(9)		6,988	*
Eugene S. Sunshine(10)		7,638	*
Frederick W. Eubank II		—	*
Nathan C. Thorne		—	*
Angel Morales		—	*
All Directors and Executive Officers as a group (15 persons)		4,007,751	1.5%

*

Denotes less than one percent.



(1)

This column does not include an individual's unvested Class A Units because he/she does not have voting or investment power over such Units. Except as required by law, none of the Class A Units are entitled to vote.



(2)

MDCP Holdco (Windy), LLC ("MDCP Holdco") is the current record holder of 94,080,000 Class A Units and 3,420,000 Class A-Prime Units. MDCP Co-Investors (Windy), L.P. ("Co-Investors") is the current record holder of 33,085,100 Class A Units.

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The Managers of MDCP Holdco are Madison Dearborn Capital Partners V-A, L.P. ("MDCP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDCP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("Executive V-A") and Madison Dearborn Partners V-A&C, L.P. ("MDP V-A&C"). MDP V-A&C is also the General Partner of each of MDCP V-A, MDCP V-C, Executive V-A and Co-Investors. All of the Units held by each of MDCP Holdco and Co-Investors may be deemed to be beneficially owned by MDP V-A&C. Messrs. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are members of a committee of MDP V-A&C and have joint control over these Units and share voting and investment power with respect to these Units. Each of MDP V-A&C and Messrs. John A. Canning, Paul J. Finnegan, Samuel M. Mencoff disclaim beneficial ownership of such Units except to the extent of each of such person's pecuniary interests therein. The address for each of the entities and persons identified herein is c/o Madison Dearborn Partners, LLC, Three First National Plaza, Suite 4600, 70 West Madison Street, Chicago, Illinois 60602.

(3)

ML Windy City Investments Holdings, L.L.C. ("ML Windy") is the direct beneficial owner of 90,000,000 Class A Units. The Managing Member of ML Windy is MLGPE US Strategies LLC, a wholly owned indirect subsidiary of Bank of America Corporation. The other Members of ML Windy are 2007 Merrill Lynch Merchant Banking Fund, L.P. ("MBF") and ML Nuveen Co-Invest, L.P. ("ML Co-Invest"). The general partners of MBF and ML Co-Invest are each wholly owned indirect subsidiaries of Bank of America Corporation. The address for each of the entities identified herein is c/o Bank of America Corporation, 4 World Financial Center, New York, New York 10080.



(4)

All Class A Units held by John P. Amboian Jr. 2008 Living Trust, Trustee: John P. Amboian. Also holds 11,667 vested Class B Units pursuant to a grant on December 14, 2007.



(5)

Includes 50,000 Class A Units purchased on December 10, 2007 and 163,125 vested Class A Units pursuant to grants on December 21, 2007. Also holds 5,833 vested Class B Units pursuant to a grant on December 14, 2007.



(6)

Includes 30,000 Class A Units purchased on December 14, 2007 and 120,000 vested Class A Units pursuant to a grant on December 21, 2007. Also holds 5,833 vested Class B Units pursuant to a grant on December 14, 2007.



(7)

Also holds 5,833 vested Class B Units pursuant to a grant on December 14, 2007.



(8)

Includes 50,000 Class A Units purchased on December 14, 2007 and 60,000 vested Class A Units pursuant to a grant on December 21, 2007. Also holds 4,200 vested Class B Units pursuant to a grant on December 14, 2007.



(9)

Also holds 667 vested Class B Units pursuant to a grant on August 13, 2008.



(10)

Also holds 667 vested Class B Units pursuant to a grant on August 13, 2008.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Management Services Agreement

        Upon the closing of the MDP Transactions, we entered into a management services agreement with MDP and certain other equity investors in the Company pursuant to which they agreed to provide us with management, consulting, financial and other advisory services. Pursuant to this agreement, MDP and the other equity investors party thereto are entitled to receive fees based on the amount of any future equity financing and the amount of any future debt financing arranged for the Company by them, in addition to reimbursement of out-of-pocket fees and expenses incurred in any such transaction. The management services agreement also contains customary indemnification provisions in favor of MDP and the other equity investors party thereto.

Madison Dearborn Investment in a CLO managed by Symphony

        An affiliate of MDP has purchased approximately $34.2 million in Subordinated Notes issued by Symphony CLO V. Symphony CLO V is a Cayman Islands limited company formed to issue notes and certain other securities in a collateralized debt obligation transaction. This transaction has closed and Symphony is managing the assets of Symphony CLO V. The Subordinated Notes are not entitled to interest at a stated rate, but are entitled to receive all amounts remaining, if any, after all other obligations of Symphony CLO V have been satisfied in accordance with the priority of payments. We have no equity interest in Symphony CLO V or, except by virtue of Symphony's management contract, any other interest in it. See Note 12, "Consolidated Funds—Symphony CLO V," in our Annual Financial Statements.

Transactions with Merrill Lynch and Bank of America

        Upon completion of the MDP Transactions, an affiliate of Merrill Lynch acquired approximately 32.7% of Holdings' Class A Units. We regularly engage in business transactions with Merrill Lynch and its affiliates for the distribution of our open-end funds, closed-end funds and other products and investment advisory services. For example, we participate in "wrap-fee" retail managed account and other programs sponsored by Merrill Lynch through which our investment services are made available to high-net-worth and institutional clients. In addition, we serve as sub-advisor to various funds sponsored by Merrill Lynch or its affiliates. We have continued to enter into these and other types of business relationships with Merrill Lynch since the completion of the MDP Transactions and will continue to do so in the future. On December 31, 2008, Bank of America Corporation ("Bank of America") acquired Merrill Lynch. We also regularly engage in certain of the types of business transactions described above with Bank of America and will continue to do so. We and our funds have adopted and may adopt certain limitations on transacting business with Merrill Lynch and Bank of America to avoid the appearance of conflicts of interest and for regulatory or other reasons. Such limitations have not, and are not expected to, adversely affect our business.

Policies and Procedures for the Review, Approval or Ratification of Related Person Transactions

        The Company's Code of Business Conduct and Ethics sets forth the Company's general policy prohibiting conflicts of interest, and transactions that would appear to interfere or conflict with the Company's interests. The policy applies to all of the Company's employees, officers and directors and requires each of them to disclose to the Company's Ethics Officer any significant interest they or any of their family members have in any transaction or other matter known to them to be under consideration by the Company. By way of example, the policy indicates that a conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively or effectively. Conflicts of interest may also arise when an employee,

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officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether such benefits are received from the Company or a third party. The policy prohibits all conflicts of interest, unless they are approved by, or approved pursuant to guidelines adopted by, the Board or a committee of the Board. In reviewing and approving such issues, the Board or a committee of the Board will review all the facts and circumstances but has not adopted specific criteria to assist in such decisions.

DESCRIPTION OF CERTAIN INDEBTEDNESS

        The following summary of certain provisions of the instruments evidencing our material indebtedness does not purport to be complete and is subject to, and qualified in its entirety by reference to, the agreements and instruments related thereto, including the definitions of certain terms therein that are not otherwise defined in this prospectus.

Senior Secured Credit Facilities

Overview

        In connection with the MDP Transactions, we entered into senior secured credit facilities with a syndicate of lenders, led by Deutsche Bank AG New York Branch, as administrative agent, Wachovia Capital Markets, LLC, as syndication agent, and Morgan Stanley Senior Funding, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-documentation agents. Nuveen Investments is the borrower under our senior secured credit facilities. The following summary is a description of the principal terms of the senior secured credit agreement and the related documents governing our senior secured credit facilities, which we refer to as the credit documentation. To facilitate syndication, the agents are permitted to modify certain terms of our senior secured credit facilities within certain parameters under certain circumstances.

        Our senior secured credit facilities consist of (1) a term loan facility in an aggregate principal amount of $2,315.0 million (the "Term Loan Facility") and (2) a revolving credit facility in an aggregate principal amount of $250.0 million (the "Revolving Facility"). In addition, on July 28, 2009, pursuant to an amendment to our senior secured credit facilities, we obtained a new $450.0 million second-lien term loan facility, which was subsequently increased to $500.0 million on August 11, 2009 (the "Additional Term Loans"). Our senior secured credit facilities also provide us with the option to increase revolving or term loans, subject to certain limitations, of up to an aggregate amount not to exceed the maximum amount at the time of such proposed credit increase that could be incurred such that, after giving pro forma effect to such credit increase, the Senior Secured Net Leverage Ratio (as defined in our senior secured credit facilities) does not exceed 5.00:1:00.

        We have borrowed the full $250.0 million available under the Revolving Facility. The proceeds of loans under the Revolving Facility may be used for working capital and general corporate purposes of Nuveen Investments and its subsidiaries (including, without limitation, acquisitions, restricted payments, investments, payments with respect to incentive compensation arrangements or stay bonuses or with respect to debt obligations and for any other purpose not prohibited by the documentation governing our senior secured credit facilities). The proceeds of the loans made under the Term Loan Facility on the Closing Date were used to (1) pay the purchase price for the Acquisition, (2) repay certain existing indebtedness of Nuveen Investments and its subsidiaries and (3) pay fees, costs and expenses incurred in connection with the acquisition. The net proceeds of the Additional Term Loans were used to prepay a portion of the first-lien term loans existing under the Term Loan Facility and were escrowed for the repayment at maturity of our 5.00% Senior Notes due in September 2010.

Maturity

        The Revolving Facility will mature in 2013. The Term Loan Facility will mature in 2014. The Additional Term Loans will mature on July 31, 2015.

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Guarantors

        All obligations under our senior secured credit facilities, and, at our option, any designated interest rate protection or other hedging arrangement entered into with a lender or any of its affiliates and cash management obligations owed to a lender or any of its affiliates are unconditionally guaranteed jointly and severally by Parent and each of the existing and future direct and indirect, wholly owned material domestic subsidiaries of Nuveen Investments (other than certain subsidiaries mutually agreed upon, including subsidiaries that are broker-dealers).

Security

        The obligations of our company and the guarantors under our senior secured credit facilities, the guarantees, any designated interest rate protection or other hedging arrangement entered into with a lender or any of its affiliates and, at the option of the borrower, any cash management obligations that are guaranteed or owed to a lender or any of its affiliates, are secured, subject to permitted liens and other agreed upon exceptions, (1) on a first-lien basis, by all the capital stock of Nuveen Investments and certain of its subsidiaries (excluding significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by Nuveen Investments or any guarantor and (2) on a first-lien basis, by substantially all other present and future assets of Nuveen Investments and each guarantor, except that the Additional Term Loans are secured by the same capital stock and other assets on a second-lien basis.

Interest Rates

        Loans under our senior secured credit facilities, other than the Additional Term Loans, bear interest, at our option, at a rate equal to the adjusted London interbank offer rate or an alternate base rate, in each case plus a spread. Since our delivery of financial statements with respect to at least one full fiscal quarter ending after the effective date of the MDP Transactions, interest rates under our senior secured credit facilities, other than with respect to the Additional Term Loans, are subject to decreases based on a senior secured leverage ratio (which means the ratio of Nuveen Investments total net senior secured debt to adjusted EBITDA) and shall be as agreed upon between us and our lenders. The Additional Term Loans bear interest at a rate of 12.50%.

Fees

        We are required to pay certain fees with respect to our senior secured credit facilities, including (1) fees equal to 0.375% per year, payable quarterly, on the unused commitments of the lenders under the Revolving Facility, (2) letter of credit fees equal to the then applicable spread over adjusted LIBOR in effect from time to time under the revolving credit facility, minus 0.125% on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable quarterly, plus a fronting bank fee to the letter of credit issuing bank in an amount equal to 0.125% on the aggregate amount available to be drawn under each issued letter of credit, payable quarterly, and (3) customary issuance and administration fees.

Covenants

        Our senior secured credit facilities contain a number of covenants that, among other things, limit or restrict the ability of the borrower and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change the line of business, change the fiscal year, or engage in certain transactions with affiliates. Our senior secured credit facilities contain a financial maintenance covenant that will prohibit the borrower from exceeding a specified ratio of (1) funded senior secured indebtedness, less unrestricted cash and cash equivalents to (2) consolidated adjusted EBITDA, as defined under our senior secured credit facilities.

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Events of Default

        Our senior secured credit facilities contain customary events of default including non-payment of principal; non-payment of interest or fees; non-payment of other amounts; inaccuracy of representations or warranties in any material respect; failure to perform or observe covenants set forth in the documentation governing our senior secured credit facilities; cross-defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; loss of lien perfection or priority on a material portion of the collateral; invalidity of guarantees or security documents; ERISA events; and a change of control.

Existing Debt Securities

5.00% Senior Notes due 2010 and 5.50% Senior Notes due 2015

        On September 12, 2005, Nuveen Investments issued $250.0 million aggregate principal amount of 5.00% Senior Notes due September 15, 2010 (the "5.00% Notes") and $300.0 million aggregate principal amount of 5.50% Senior Notes due September 15, 2015, under an indenture between Nuveen Investments and The Bank of New York Trust Company, N.A., as trustee (the "5.50% Notes" and, with the 5.00% Notes, the "Existing Notes"). The net proceeds from the Existing Notes were used to repay a portion of the outstanding debt under a bridge credit facility that has since been refinanced. The Existing Notes are senior unsecured obligations of Nuveen Investments. They rank equally in right of payment with all other existing and future senior unsecured indebtedness of Nuveen Investments. The 5.00% Notes bear interest at a rate of 5.00% per annum and the 5.50% Notes bear interest at a rate of 5.50% per annum, both payable semiannually in arrears beginning March 15, 2006 and each March 15 and September 15 thereafter. The Existing Notes are not guaranteed by any of our subsidiaries.

        Nuveen Investments may redeem the Existing Notes, in whole or in part, at any time upon payment of a redemption price equal to (i) the greater of (a) 100% of the principal amount of the Existing Notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the Notes being redeemed, discounted to the Redemption Date on a semiannual basis at the Treasury Rate, plus 15 basis points for the 5.00% Notes and 20 basis points for the 5.50% Notes, plus (ii) accrued and unpaid interest, if any, on the Notes to be redeemed.

        Nuveen Investments is prohibited from consolidating or merging with another entity unless Nuveen Investments is the surviving entity and no event of default has occurred. Additionally, Nuveen Investments is prohibited from selling substantially all of its assets to an entity unless that entity expressly agrees to assume the remaining payments on the Existing Notes.

        The indenture relating to the Existing Notes contains certain covenants, including, among others, covenants with respect to the following matters: (1) limitation on additional liens on capital stock of significant subsidiaries which secure debt senior to the Existing Notes; (2) limitation on disposition of the stock of any of Nuveen Investments' significant subsidiaries other than to Nuveen Investments, one of its significant subsidiaries or an employee or for fair value as determined by the board of directors of Nuveen Investments; (3) SEC and financial reports; (4) maintenance of an office or agent; (5) annual delivery of a compliance certificate; (6) waiver of stay, extension or usury laws; and (7) maintenance of corporate existence.

        If an event of default occurs under either series of Existing Notes, the holders of at least 25% in principal amount of the outstanding Existing Notes of that series, subject to certain limitations, may declare all such Existing Notes due and payable immediately. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal and premium, if any, of all outstanding Existing Notes of both series will become and be immediately due and payable without any declaration or other act by any Holder of outstanding Existing Notes. Events of default include (i) payment defaults; (ii) covenant defaults not cured within 60 days of notice; (iii) insolvency or bankruptcy; or (iv) failure by Nuveen Investments or any of its subsidiaries to pay any debt after final maturity or acceleration by the holders thereof.

        As of June 30, 2009, $222.7 million aggregate principal amount of the 5.00% Notes and $300.0 million aggregate principal amount of the 5.50% Notes were outstanding.

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DESCRIPTION OF THE NEW NOTES

        The terms of the New Notes are identical in all material respects to the terms of our 10¹/2% Senior Notes due 2015 that we issued on November 13, 2007 (the "Old Notes"), except that the New Notes will have been registered under the Securities Act and, therefore, will not be subject to transfer restrictions or contain certain provisions regarding liquidated damages under certain circumstances relating to the registration rights agreement, which damages provisions will terminate upon the consummation of the exchange offer.

        We issued the Old Notes under an Indenture, dated as of November 13, 2007 (the "Indenture"), among us, the Note Guarantors and U. S. Bank National Association, as Trustee (the "Trustee"). The terms of the Old Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 (the "TIA").

        The New Notes will be treated as a single series with our Old Notes and will have the same terms as those of our Old Notes. However, cash interest will accrue on the New Notes from             , 2009, the next interest payment on the New Notes and the first payment of cash interest following the issue date of the New Notes will be                    . The New Notes and our Old Notes will vote as one class under the Indenture.

        The following description is a summary of the material provisions of the Indenture; all material information regarding the New Notes and the rights of the holders of the New Notes is summarized herein. The following description does not restate the Indenture in its entirety. We urge you to read the Indenture because it defines your rights as holders of the New Notes. Copies of the Indenture may be obtained from the Company upon request.

        The registered holder of any New Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

        Key terms used in this section are defined under "—Certain Definitions." When we refer to:

•

the "Company" in this section, we mean Nuveen Investments, Inc. and not any of its Subsidiaries; and

•

"Notes" in this section, we mean the Old Notes, the New Notes and Additional Notes.

Brief Description of the Notes and the Guarantees

        The Notes:

•

will be general unsecured obligations of the Company;

•

will rank senior in right of payment to any future Subordinated Indebtedness of the Company;

•

will rank pari passu in right of payment with all existing and future unsecured Indebtedness of the Company that is not subordinated in right of payment to the Notes;

•

will be effectively subordinated to any Secured Indebtedness of the Company (including the Credit Agreement) to the extent of the value of the assets securing such Secured Indebtedness; and

•

will be structurally subordinated to all liabilities of each Subsidiary of the Company that is not a Guarantor of the Notes.

        Each Guarantor's Guarantees of the Notes:

•

will be general unsecured obligations of such Guarantor;

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•

will be subordinated in right of payment only to the obligations of such Guarantor under Designated Senior Indebtedness;

•

will be senior in right of payment to any future Subordinated Indebtedness of such Guarantor;

•

will rank pari passu in right of payment with all other existing and future Indebtedness of such Guarantor; and

•

will be effectively subordinated to any Secured Indebtedness of such Guarantor of the Notes to the extent of the value of the assets securing such Indebtedness.

        As of June 30, 2009, the Company and the Subsidiaries had $3.8 billion aggregate principal amount of total Indebtedness, $2.5 billion of which was secured, including borrowings under the Credit Agreement. The Notes are unsecured. In the event of a bankruptcy or insolvency, any secured lenders will have a prior secured claim to any collateral securing the debt owed to them. The Company's obligations under the Credit Agreement are secured by a security interest in certain of its assets, including the capital stock of certain of its subsidiaries.

        The Indenture will permit the Company to incur additional Indebtedness, subject to compliance with the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

        As of the date of the Indenture, all of the Subsidiaries of the Company will be "Restricted Subsidiaries." Under the circumstances described under "—Certain Covenants—Restricted Payments" and the definition of "Unrestricted Subsidiary," the Company will be permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants of the Indenture and will not guarantee the Notes. In addition, certain of our Restricted Subsidiaries will not guarantee the Notes. As of June 30, 2009, the aggregate amount of liabilities of our non-guarantor subsidiaries was approximately $118.9 million. Our non-guarantor subsidiaries represented 1.5% of our assets as of June 30, 2009 and represented an aggregate of 1.8% of our operating revenue (excluding intercompany revenue) for the twelve months ended June 30, 2009.

Principal, Maturity and Interest

        The Company will issue Notes in an aggregate principal amount of $785.0 million. The Indenture governing the Notes provides for the issuance of additional Notes having identical terms and conditions to the Notes offered hereby (the "Additional Notes"), subject to compliance with the covenants contained in the Indenture.

        Interest on the Notes will be payable in cash semi-annually in arrears on each May 15 and November 15, commencing on                    . The Company will make each interest payment to the holders of record of the Notes on the immediately preceding May 1 and November 1. Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes will mature on November 15, 2015.

        The Notes will be issued in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.

Methods of Receiving Payments on the Notes

        If a holder has given wire transfer instructions to the Company at least three business days prior to the applicable payment date, the Company, through the paying agent or otherwise, will pay all principal, interest and premium and Additional Interest (as described under "Exchange Offer; Registration Rights"), if any, on that holder's Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the paying agent and registrar within the

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City and State of New York, unless the Company elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The Company maintains one or more paying agents (each, a "paying agent") for the Notes within the City and State of New York.

        The Company also maintains one or more registrars (each, a "registrar") and a transfer agent. The Trustee will serve as initial registrar and transfer agent at its corporate trust office. The registrar and the transfer agent will maintain a register reflecting ownership of Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Company at the office or agency of the registrar within the City and State of New York.

        The Company may change the paying agents, the registrars or the transfer agents without prior notice to the holders. The Company or any Restricted Subsidiary may act as a paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Company may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Guarantees

        The Guarantors of the Notes will jointly and severally guarantee the Company's obligations under the Indenture and the Notes on an unsecured basis. Each Guarantor's Guarantee of the Notes will be subordinated in right of payment only to the obligations of such Guarantor under Designated Senior Indebtedness. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See "Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes."

        Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with, into or to any other Persons upon the terms and conditions set forth in the Indenture. See "—Certain Covenants—Merger, Consolidation or Sale of Assets." The Guarantee of a Subsidiary Guarantor will be automatically released in the event that:

(a)

the sale, disposition or other transfer (including through merger or consolidation) of (x) Capital Stock of such Subsidiary Guarantor if after such sale, disposition or other transfer such Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor, provided that, in each case, such sale, disposition or other transfer is made in compliance with the provisions of the Indenture;



(b)

the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture;



(c)

in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to the covenant described under "—Certain Covenants—Additional Guarantees," the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Company or any Restricted Subsidiary or the repayment of all of the

110

Indebtedness which resulted in the obligation to guarantee the Notes, other than as a result of payment under a guarantee of such Indebtedness; or

(d)

such Subsidiary Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of release of its Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (which may be conditioned on the concurrent release hereunder), other than as a result of payment under a guarantee of such Indebtedness, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (6), (7), (8), (9), (10), (11), (16) or (18) of the second paragraph of the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock") and (z) does not guarantee any Indebtedness of the Company or any Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee of the Notes).

In addition, the Guarantees will be automatically unreleased if the Company exercises its legal defeasance option or its covenant defeasance option as described under "—Legal Defeasance and Covenant Defeasance" or its obligations under the Indenture are discharged in accordance with the terms of the Indenture.

Subordination of the Guarantees

        Each Guarantor's Guarantees of the Notes will be subordinated in right of payment only to such Guarantor's Obligations on Designated Senior Indebtedness. The Guarantees will in all respects rank pari passu in right of payment with all other Indebtedness of the Guarantors. The Notes are not subordinated in right of payment to any Indebtedness.

        No Guarantor is permitted to make any payments on its Guarantee of the Notes and may not purchase, redeem or otherwise retire any Notes (collectively, "pay on the Guarantees of the Notes") (except in the form of Permitted Junior Securities (other than Disqualified Stock)) if either of the following occurs (a "Payment Default");

(1)

any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due; or



(2)

any other default on any Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Notwithstanding the foregoing, the Guarantors are permitted to pay on the Guarantees of the Notes if the Guarantors and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

        During the continuance of any default (other than a Payment Default) (a "Non-Payment Default") with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantors are not permitted to pay on the Guarantees of the Notes (except in the form of Permitted Junior Securities (other than Disqualified Stock)) for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment

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Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1)

by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice;



(2)

because the Non-Payment Default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or



(3)

because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

        Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Guarantors are permitted to resume paying on the Guarantees of the Notes after the end of such Payment Blockage Period. The Guarantees of the Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of Non-Payment Defaults with respect to Designated Senior Indebtedness during such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 365-days period, and there must be a least 186 days during any consecutive 365-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Payment Default that existed or was continuing on the date of delivery of any Blockage Notice with respect to any Designated Senior Indebtedness and that was the basis for the initiation of such Blockage Notice will be, or be made, the basis for a subsequent Blockage Notice by the Representative of such Designated Senior Indebtedness unless such Non-Payment Default has been waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

        Upon any payment or distribution of the assets of any Guarantor upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to such Guarantor or its property:

(1)

the holders of Designated Senior Indebtedness of such Guarantor will be entitled to receive payment in full in cash of such Designated Senior Indebtedness before the holders of the Notes are entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Guarantees of the Notes; and



(2)

until the Designated Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which holders of the Guarantees of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Designated Senior Indebtedness as their interests may appear, except that holders of the Guarantees of the Notes may receive Permitted Junior Securities.

        If a distribution is made to holders of the Notes that, due to the subordination provisions, should not have been made to them, such holders of the Notes are required to hold it in trust for the holders of Designated Senior Indebtedness of the Guarantors and pay it over to them as their interests may appear.

        The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of the Company to pay interest or principal with respect to the Notes when due by their terms. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee must promptly notify the holders of Designated Senior

112

Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions described herein. If any Designated Senior Indebtedness of any Guarantor is outstanding, no Guarantor may pay on its Guarantee until five Business Days after the Representatives of all such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay on the Guarantees of the Notes only if the Indenture (including the subordination provisions) otherwise permits payment at that time.

        A holder of Notes by its acceptance of Notes agrees to be bound by these subordination provisions and authorizes and expressly directs the Trustee under the Indenture, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination of the Guarantees provided for in the Indenture and appoints the Trustee under the Indenture its attorney-in-fact for such purpose.

        By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of a Guarantor that are holders of Designated Senior Indebtedness of such Guarantor may recover more, ratably, than the holders of Notes.

Optional Redemption

        On or after November 15, 2011, the Company may redeem all or a part of the Notes at its option, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on November 15 of the years indicated below:

Year	Percentage
2011		105.250	%
2012		102.625	%
2013 and thereafter		100.000	%

        In addition, at any time prior to November 15, 2010, the Company may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 110.5% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided, however, that:

(1)

at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation Notes held by Parent and its Affiliates); and



(2)

the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        The Notes may also be redeemed, in whole or in part, at any time prior to November 15, 2011, at the option of the Company upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date.

        The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

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        Any and all interest payable upon any redemption shall be payable in cash.

Selection and Notice

        If less than all of the Notes are to be redeemed at any time, the Registrar will select Notes for redemption as follows:

(1)

if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or



(2)

if the Notes are not listed on any national securities exchange, on a pro rata basis to the extent practicable or in accordance with customary procedures of DTC.

        No Notes of $2,000 or less can be redeemed in part. Except as otherwise provided herein, notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture.

        If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of that Note upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption so long as the Company has deposited with the paying agent for the Notes funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to the Indenture.

Mandatory Redemption

        The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Company may be required to offer to purchase Notes as described under "—Repurchase at the Option of Holders—Change of Control" and "—Repurchase at the Option of Holders—Asset Sales." The Company may at any time and from time to time purchase Notes in the open market or otherwise.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, unless the Company at such time has given notice of redemption under "—Optional Redemption" with respect to all outstanding Notes, each holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that holder's Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under "—Optional Redemption" with respect to all outstanding Notes, or, at the Company's option, in advance of a Change of Control, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations

114

thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and



(3)

deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

        The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Company is not required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all Notes has been given pursuant to the Indenture as described under "—Optional Redemption" unless and until there is a default in the payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control and may be conditional upon the occurrence of a Change of Control if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

        The Credit Agreement restricts the Company from purchasing Notes, and also provides that the occurrence of certain change of control events with respect to Parent or the Company would constitute a default thereunder. Prior to complying with any of the provisions of this "Change of Control" covenant under the Indenture governing the Notes, but in any event within 90 days following a Change of Control, to the extent required to permit the Company to comply with this covenant, the Company will either repay all outstanding Indebtedness under the Credit Agreement or other Indebtedness ranking pari passu with the Notes or obtain the requisite consents, if any, under all agreements governing such outstanding Indebtedness. If the Company does not repay such Indebtedness or obtain such consents, the Company will remain prohibited from purchasing Notes in a Change of Control, which after appropriate notice and lapse of time would result in an Event of Default under the Indenture, which would in turn constitute a default under the Credit Agreement.

        Future indebtedness that the Company or its Subsidiaries may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require the Company to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company or its Subsidiaries. Finally, the Company's ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by its then existing financial resources. There can be

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no assurance that sufficient funds will be available when necessary to make any required repurchases. See "Risk Factors—Risks Related to the Notes—We may not be able to purchase the notes upon a change of control, which would result in a default in the indenture governing the notes and would materially adversely affect our business and financial condition."

        The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company or its Subsidiaries and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the initial purchasers of the Notes. The Company has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Company could decide to do so in the future. Subject to the limitations discussed below, the Company or its Subsidiaries could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of the Company or its credit ratings. Restrictions on the ability of the Company and its Subsidiaries to incur additional Indebtedness are contained in the covenants described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

        The definition of "Change of Control" includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Company to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

        The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

        For purposes of clause (2) above, the amount of (i) any liabilities other than contingent liabilities (as shown on the Company's or the applicable Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by the applicable creditor(s) in writing, (ii) any debt securities received by the Company or such Restricted

116

Subsidiary from such transferee that are converted by the Company or Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, (iii) any assets described in clause (2) or (3) below, and (iv) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iv) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) an amount equal to 2.0% of Total Assets of the Company on the date on which such Designated Non-cash Consideration is received (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary, as the case may be, may apply those Net Proceeds at its option:

(1)

(A) to reduce Obligations under Secured Indebtedness of the Company or any Restricted Subsidiary, (B) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or another Restricted Subsidiary), (C) to reduce Obligations under any Indebtedness outstanding under the Credit Facilities (other than Subordinated Indebtedness) or (D) to reduce Indebtedness of the Company that ranks pari passu in right of payment with the Notes or Indebtedness of a Guarantor that ranks pari passu in right of payment with such Guarantor's Guarantee of the Notes (provided that if the Company shall so reduce Obligations under Indebtedness that ranks pari passu in right of payment with the Notes or the Guarantees (other than Indebtedness specified in clauses (A) through (C) above), it will equally and ratably reduce Obligations under the Notes through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by causing the Company to make an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below)) to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes), in each case other than Indebtedness owed to Parent or any Restricted Subsidiary;



(2)

to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other non-current assets, in each of (A), (B) and (C), used or useful in a Permitted Business;



(3)

to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale; and/or



(4)

to make any Seed Capital Investment.

        Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds shall constitute "Excess Proceeds"; provided that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of the immediately preceding paragraph after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed for a period

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not to exceed 180 days until such Net Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement).

        When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company or the applicable Restricted Subsidiary will make an offer (an "Asset Sale Offer") to all holders of Notes and Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other Indebtedness that ranks pari passu with the Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

        Pending the final application of any Net Proceeds, the Company or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

        If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Registrar will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        The Company or the applicable Restricted Subsidiary will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company or the applicable Restricted Subsidiary will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

Certain Covenants

Restricted Payments

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a)

declare or pay any dividend or make any other distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) and (B) dividends or distributions by a Restricted Subsidiary payable on or in respect of any class or series of its securities, provided that such dividend or distribution is made in accordance with the terms of the agreement or instrument governing such class or series of securities);



(b)

purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent entity of the Company held by any Person (other than by a Restricted Subsidiary), including in connection with any merger or consolidation;



(c)

make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness (other than (x) Indebtedness permitted under clause (8) of the

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definition of "Permitted Debt" or (y) the purchase, repurchase or other acquisition or retirement of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, acquisition or retirement); or

(d)

make any Restricted Investment;

(all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;



(2)

the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of the covenant described below under "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and



(3)

such Restricted Payment, together with (A) the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (11), (13), (14) and (15) of the next succeeding paragraph; provided that the calculation of Restricted Payments shall also exclude the amounts paid or distributed pursuant to clause (1) of the next succeeding paragraph to the extent that the declaration of such dividend or other distribution shall have previously been included as a Restricted Payment), and (B) the aggregate amount of all prepayments of Existing Notes pursuant to clause (B) of the proviso in clause (2) of the covenant contained under "—Certain Covenants—Limitation on Prepayment or Modification of Existing Notes" made by the Company and its Restricted Subsidiaries after the Issue Date, is less than the sum, without duplication, of



(a)

50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b)

100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of property received by the Company after the Issue Date from the issue or sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of (x) Equity Interests of the Company (excluding (i) cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (ii) cash proceeds received from the sale of Refunding Capital Stock (as defined below) to the extent such amounts have been applied to Restricted Payments made in accordance with clause (2) of the next succeeding paragraph, (iii) Designated Preferred Stock and (iv) Disqualified Stock) or (y) debt securities or Disqualified Stock of the Company that has been converted into or exchanged for Equity Interests of the Company (other than (i) Refunding Capital Stock, (ii) Equity Interests or convertible debt securities of Parent or any other direct or indirect parent company sold to a Subsidiary or Parent, (iii) Disqualified Stock or (iv) Designated Preferred Stock), plus

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(c)

100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property contributed to the equity capital of the Company after the Issue Date (other than (i) by a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries, (ii) any Excluded Contributions, (iii) any Disqualified Stock, (iv) any Refunding Capital Stock, (v) any Designated Preferred Stock and (vi) cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), plus

(d)

to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received by the Company or a Restricted Subsidiary after the Issue Date in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property received by the Company or a Restricted Subsidiary after the Issue Date by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments of the Company or its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend or other distribution from an Unrestricted Subsidiary, plus

(e)

in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary or of the assets transferred (as applicable), as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment), plus

(f)

$125.0 million.

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or other distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;



(2)

(A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent of the Company ("Retired Capital Stock") or Subordinated Indebtedness in exchange for or out of the net cash proceeds of the substantially concurrent sale (other than to the Company or any of its Subsidiaries) of Equity Interests of the Company or contributions to the equity capital of the Company (in each case, other than Disqualified Stock) ("Refunding Capital Stock") and (B) the declaration and payment of dividends on Retired Capital Stock out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock;

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(3)

the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower of such Subordinated Indebtedness which is incurred in compliance with the covenant "—Incurrence of Indebtedness and Issuance of Preferred Stock" so long as (A) such new Indebtedness is subordinated to the Notes and any Guarantees thereof at least to the same extent as such Subordinated Indebtedness so redeemed, repurchased, acquired or retired, (B) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (C) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;



(4)

a Restricted Payment to pay for the repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any Subsidiary or any of its direct or indirect parent companies (or their permitted transferees, assigns, estates or heirs) pursuant to any management unit purchase agreement, management equity plan or stock option plan or any other management or employee benefit plan, agreement or arrangement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect parent company in connection with any such repurchase, retirement or other acquisition or retirement); provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $25.0 million in any calendar year, with any unused amounts in any calendar year being carried over to the two immediately succeeding calendar years subject to a maximum of $50.0 million in any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date plus (B) the cash proceeds of "key man" life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year) (it being understood that the forgiveness of any debt by such Person shall not be a Restricted Payment hereunder (to the extent such debt was incurred to purchase Equity Interests of the Company or any of its direct or indirect parent companies)) minus (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);



(5)

the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued or incurred in accordance with the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided such Disqualified Stock is included in the calculation of Consolidated Total Indebtedness for such entity;



(6)

the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) and the declaration and payment of dividends to any direct or indirect parent company of the Company the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Company issued after the Issue Date; provided, however, that (A) for the most recently

121

ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions thereon) on a pro forma basis, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" or as "Permitted Debt" and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7)

repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;



(8)

the payment of dividends on the Company's common stock (or the payment of dividends to any direct or indirect parent company of the Company, as the case may be, to fund the payment by any such parent company of the Company of dividends on such entity's common stock) following the first public offering of the Company's common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, in an aggregate amount not to exceed, in any year, 6% of the net cash proceeds received by or contributed to the Company after the Issue Date in any such public offering, other than public offerings of common stock of the Company (or any direct or indirect parent company of the Company) registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;



(9)

Investments that are made with Excluded Contributions;



(10)

the payment of dividends or other distributions to any direct or indirect parent company of the Company to fund the payment by any such parent company of interest payments or AHYDO Catch Up Payments on Indebtedness, or dividends on Preferred Stock, of such parent company incurred or issued after the Issue Date; provided, however, that (A) the net cash proceeds of such Indebtedness or such Preferred Stock, as the case may be, are contributed to the Company as common equity, (B) the aggregate amount of dividends declared and paid pursuant to this clause (10) does not exceed the amount of net cash proceeds of such Indebtedness or Preferred Stock actually contributed to the Company as common equity and (C) after giving effect to such dividends or other distributions, the amount available for Restricted Payments pursuant to clause (3) of the first paragraph of this covenant shall not be less than $0;



(11)

distributions or payments of Receivables Fees and purchase of any assets in connection with a Receivables Facility;



(12)

the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness or Disqualified Stock pursuant to provisions similar to those described under "—Repurchase at the Option of Holders—Change of Control" and "—Repurchase at the Option of Holders—Asset Sales"; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;



(13)

the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the Company in amounts required for such Person to pay, without duplication:



(i)

franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;

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(ii)

federal, foreign, state and local income or franchise taxes (or any alternative tax in lieu thereof); provided, that, in each fiscal year, the amount of such payments shall be equal to the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year;



(iii)

customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of any direct or indirect parent company of the Company and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;



(iv)

general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;



(v)

amounts payable pursuant to the Management Agreement;



(vi)

fees and expenses other than to Affiliates of the Company related to (1) any unconsummated equity or debt offering of such parent entity, (2) any Investment otherwise permitted under this covenant (whether or not successful) and (3) any transaction of the type described under the caption "Merger, Consolidation or Sale of Assets";



(vii)

cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any direct or indirect parent;



(viii)

amounts to finance Investments otherwise permitted to be made pursuant to the Indenture; provided, that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited by covenant entitled "Merger, Consolidation or Sale of Assets") in order to consummate such Investment, (3) such direct or indirect parent company and its Affiliates (other than the Company or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction, (4) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (3) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments" and (5) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary by another paragraph of this paragraph (other than pursuant to clause (9) hereof) or pursuant to the definition of "Permitted Investments" (other than clause (11) thereof);



(ix)

reasonable and customary fees payable to any directors of any direct or indirect parent of the Company and reimbursement of reasonable out of pocket costs of the directors of any direct or indirect parent of the Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

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(x)

reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;



(14)

cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of the Company);



(15)

distributions, by dividends or otherwise, of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary in which the Company or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (16) below or clause (10) of the definition of "Permitted Investments");



(16)

Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, without giving effect to any sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities or are included in the calculation under clause (3)(d) of the first paragraph of this covenant, not to exceed 5.0% of Total Net Tangible Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and



(17)

payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole that complies with the terms of the Indenture, including the covenant described under "Merger, Consolidation or Sale of Assets";

provided, however, that at the time of, and after giving effect to, (i) any Restricted Payment permitted under clauses (4), (5), (6), (8), (12), (13)(v) and (vi) and (16) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) any Restricted Payment permitted under clause (10) above, no Default or Event of Default specified in clauses (1), (2), (5) or (6) of the definition thereof shall have occurred and be continuing or would occur as a consequence thereof.

        The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of the Company.

        As of the Issue Date, all of the Company's Subsidiaries will be Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the definition of Investments. Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this covenant or the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an Unrestricted

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Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants described in this summary.

        For the avoidance of doubt, any dividend or distribution otherwise permitted pursuant to this covenant may be in the form of a loan.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively "incur") any Indebtedness (including Acquired Debt) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Stock if the Total Leverage Ratio of the Company and its Restricted Subsidiaries (on a consolidated basis) for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been less than 7.0 to 1.0 determined on a pro forma basis; provided further, that any incurrence of Indebtedness or issuance of Preferred Stock pursuant to this paragraph by a Restricted Subsidiary that is not a Guarantor is subject to the limitations of set forth in the last paragraph of this covenant.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, "Permitted Debt"):

(1)

the incurrence by the Company or a Restricted Subsidiary of Indebtedness under Credit Facilities together with the incurrence by the Company or any Restricted Subsidiary of the guarantees thereunder and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount, equal to (A) $2,565.0 million, plus (B) the greater of (x) $500.0 million and (y) the maximum principal amount of Indebtedness that could be incurred such that after giving effect thereto the Secured Indebtedness Ratio of the Company would not exceed 5.0 to 1.0 (provided that only Indebtedness that is included in Secured Indebtedness may be incurred under this clause (y)), minus (C) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Sales minus (D) the aggregate amount of Indebtedness incurred by a Receivables Subsidiary and then outstanding pursuant to clause (18) of this paragraph;



(2)

the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes (including any Guarantee thereof) issued on the Issue Date and any Notes and related exchange guarantees to be issued in exchange for the Notes (including any Guarantee thereof) pursuant to the Registration Rights Agreement;



(3)

the incurrence by a Broker-Dealer Subsidiary of Indebtedness incurred in connection with the settlement of securities transactions in the ordinary course of business in an amount not to exceed $50.0 million at any one time outstanding;



(4)

any Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clause (1) or (2) above), including the Existing Notes;



(5)

(i) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Restricted Subsidiary to finance the purchase, construction, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether

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through the direct purchase of assets or the Capital Stock of any Person owning such assets), and (ii) Indebtedness incurred to refinance any such Indebtedness under subclause (i), in an aggregate principal amount under this clause (5) that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5), does not exceed $20.0 million;

(6)

Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed or paid within 60 days following such drawing or incurrence;



(7)

indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on the Issue Date) of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (7));



(8)

Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to constitute the incurrence of such Indebtedness not permitted by this clause (8) and (B) if the Company or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Company or such Guarantor with respect to the Notes or the Guarantees;



(9)

shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);



(10)

Hedging Obligations of the Company or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);



(11)

obligations in respect of customs, stay, bid, appeal, performance and surety bonds, appeal bonds and other similar types of bonds and performance and completion guarantees and other obligations of a like nature provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business consistent with past practice;

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(12)

Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (12) does not at any one time outstanding exceed $150.0 million;



(13)

(x) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary (other than Indebtedness incurred pursuant to clause (3) above) so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary or the Company, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, and (y) any guarantee by a Restricted Subsidiary of Indebtedness of the Company incurred in accordance with the terms of the Indenture;



(14)

the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund, replace or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clauses (2) and (4) above, this clause (14) and clause (15) below or any Indebtedness issued to so refund, replace, redeem, extend or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the "Refinancing Indebtedness") prior to its respective maturity; provided, however, that (A) such Refinancing Indebtedness has a Weighted Average Life to Maturity which is not less than the Weighted Average Life to Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, and has a Stated Maturity not earlier than the Stated Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, (B) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the Notes or the Guarantees at least to the same extent as the Indebtedness being refunded, replaced or refinanced, (C) such Refinancing Indebtedness shall not have any obligors that were not obligors of the Indebtedness being refunded, replaced or refinanced, (D) such Refinancing Indebtedness shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced, redeemed, extended or refinanced and (E) any Preferred Stock shall be refunded, replaced or refinanced with Preferred Stock;



(15)

subject to the last paragraph of this covenant, (i) Indebtedness or Preferred Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by, the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture or (ii) Indebtedness of the Company or any Restricted Subsidiary incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Company or such Restricted Subsidiary of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger or consolidation with, any Person owning such assets); provided, that after giving effect to such incurrence of Indebtedness either (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of this covenant or (B) the Total Leverage Ratio would be less than or equal to such Total Leverage Ratio immediately prior to such acquisition;

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(16)

Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five business days of its incurrence;



(17)

Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit;



(18)

Indebtedness incurred by a Receivables Subsidiary in connection with a Receivables Facility;



(19)

Indebtedness consisting of promissory notes issued by the Company or any Guarantor to current or former officers, directors, consultants and employees, their respective estates, spouses, former spouses, heirs or family members to finance the purchase or redemption of Equity Interests of the Company or any of its direct or indirect parent companies permitted by the covenant described under "—Restricted Payments";



(20)

Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under "Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge";



(21)

Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;



(22)

cash management obligations and Indebtedness in respect of netting services, employee credit card programs or similar arrangements in connection with cash management and deposit accounts or security accounts;



(23)

Indebtedness representing deferred compensation to employees of the Company or any Restricted Subsidiary incurred in the ordinary course of business; and



(24)

Indebtedness or Preferred Stock of Foreign Subsidiaries in an aggregate amount not to exceed $50.0 million at any one time outstanding.

        For purposes of determining compliance with this "—Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (24) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant (so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification), and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest or dividends, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness or Preferred Stock will not be deemed to be an incurrence of Indebtedness or Preferred Stock for purposes of this covenant and the covenant described under "—Liens." Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt and any such Indebtedness that was outstanding under the Credit Agreement as of the Issue Date may not later be re-classified.

        For purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such currency agreement. The principal amount of any refinancing Indebtedness

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incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a currency agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

        The Company will not, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt) of the Company, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company. No Guarantor will, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt, but excluding Designated Senior Indebtedness) of such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to such Guarantor's Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of such Guarantor. Indebtedness shall not be considered subordinate or junior in right of payment by virtue of being secured to a greater or lesser extent or with different priority.

        Notwithstanding anything to the contrary contained in the first paragraph of this covenant or in the definition of Permitted Debt, no Restricted Subsidiary of the Company that is not a Guarantor shall incur any Indebtedness or issue any Preferred Stock in reliance on the first paragraph of this covenant or clause (15) of the definition of Permitted Debt, or guarantee (in reliance on clause (13) of the definition of Permitted Debt) any Indebtedness incurred by the Company or a Restricted Subsidiary in reliance on the first paragraph of this covenant or clause (15) of this definition of Permitted Debt (collectively, the "Limited Non-Guarantor Debt Exceptions"), if the amount of such Indebtedness or Preferred Stock, when aggregated with the amount of all other Indebtedness or Preferred Stock outstanding under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed $100.0 million; provided, that in no event shall any Indebtedness or Preferred Stock of any Restricted Subsidiary that is not a Guarantor (x) existing at the time it became a Restricted Subsidiary or (y) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly Owned Subsidiary (and in the case of clauses (x) and (y), not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this paragraph.

Limitation on Prepayment or Modification of Existing Notes

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly purchase, redeem, defease or otherwise acquire or retire for value (for purposes of this covenant, "prepay") any of the Existing Notes prior to the final maturity date thereof (as in effect on the Issue Date); provided that the Company may:

(1)

prepay any of the Existing Notes which have a final maturity date (as in effect on the Issue Date) in 2010; provided that, in the case of any such prepayment funded with the proceeds of the incurrence of Indebtedness, such Indebtedness, (A) is incurred pursuant to clause (1) of the definition of "Permitted Debt" or (B) has a Weighted Average Life to Maturity which is

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longer than the Weighted Average Life to Maturity of the Notes, and has a Stated Maturity later than the Stated Maturity of the Notes; and

(2)

so long as no Default or Event of Default exists or would result therefrom, prepay any other Existing Notes which have a final maturity date (as in effect on the Issue Date) in 2015; provided that (A) any such prepayment shall be funded only with the proceeds of unsecured Indebtedness incurred substantially concurrently with such prepayment and (a) at the time of incurrence and after giving pro forma effect thereto and to the application of the proceeds thereof, (I) the Guaranteed Indebtedness Leverage Ratio shall be no greater than 7.20 to 1.0 or (II) such Indebtedness is incurred pursuant to clause (14) of the definition of "Permitted Debt" and (b) such Indebtedness shall have a Weighted Average Life to Maturity which is longer than the Weighted Average Life to Maturity of the Notes, and has a Stated Maturity later than the Stated Maturity of the Notes or (B) after giving effect thereto, the amount available for Restricted Payments under clause (3) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments" shall not be less than $0.

        The Company will not, and will not permit any of its Restricted Subsidiaries to, amend any of the Existing Notes or the Existing Notes Indenture, or any supplemental indenture in respect thereof, in any way (i) to make the final maturity date of any series of Existing Notes earlier than in effect on the Issue Date, (ii) to shorten the Weighted Average Life to Maturity of any series of the Existing Notes, (iii) to modify or change any provision of the Existing Notes Indenture or the related definitions in a manner that is more restrictive to the Company than the Existing Notes Indenture as in effect on the Issue Date, (iv) to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures any of the Existing Notes, (v) to provide guarantees of any of the Existing Notes by any Subsidiary of the Company or (vi) to prohibit the making of the Guarantees or the creation of Liens in favor of the Notes and the Guarantees.

Liens

        The Company will not, and will not permit any of its Restricted Subsidiaries that are Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness on any asset or property of the Company or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1)

in the case of Liens securing Subordinated Indebtedness of the Company, the Notes are secured by a Lien on such property, assets or proceeds of the Company that is senior in priority to such Liens;



(2)

in the case of Liens securing Subordinated Indebtedness of any Guarantor, the Guarantee of such Guarantor is secured by a Lien on such property, assets or proceeds of such Guarantor that is senior in priority to such Liens;



(3)

in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of the Company, the Notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Company; and



(4)

in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of any Guarantor, the Guarantee of such Guarantor is equally and ratably secured by a Lien on such property, assets or proceeds of such Guarantor.

        The foregoing shall not apply to:

(i)

Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

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(ii)

Liens securing all of the Notes and the related Guarantees and all of the Notes issued in exchange therefor pursuant to the Registration Rights Agreement (including Notes issued in exchange for Additional Notes) and secured by a Lien (in each case in accordance with the terms of the Indenture) and the related Guarantees;



(iii)

Liens securing Indebtedness permitted to be incurred pursuant to clauses (1) and (5) of the definition of "Permitted Debt"; or



(iv)

Permitted Liens.

        Any Lien created for the benefit of the holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1), (2), (3) and (4) above.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;



(2)

make loans or advances to the Company or any of its Restricted Subsidiaries; or



(3)

sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

contractual encumbrances or restrictions in effect (x) pursuant to a Credit Facility or related documents as in effect on the Issue Date or (y) on the Issue Date, including, without limitation, pursuant to Indebtedness in existence on the Issue Date;



(2)

the Indenture, the Notes and Guarantees (including any exchange notes with respect to the Notes and related Guarantees);



(3)

purchase money obligations or other obligations described in clause (5) of the definition of "Permitted Debt" that, in each case, impose restrictions of the nature discussed in clause (3) above in the first paragraph of this covenant on the property so acquired;



(4)

applicable law or any applicable rule, regulation or order;



(5)

any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;



(6)

contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

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(7)

Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" and "—Liens" that limits the right of the debtor to dispose of the assets securing such Indebtedness;



(8)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(9)

other Indebtedness or Preferred Stock of any Restricted Subsidiary (i) that is a Guarantor that is incurred subsequent to the Issue Date pursuant to the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" or (ii) that is incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(10)

customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;



(11)

customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;



(12)

restrictions and conditions by the terms of the documentation governing any Receivables Facility that in the good faith determination of the Company are necessary or advisable to effect such Receivables Facility;



(13)

negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under the Indenture; and



(14)

any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (2), (3) or (5) above; provided that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially less favorable to the holders of the Notes than encumbrances and restrictions contained in such predecessor agreements and do not affect the Company's and Guarantors' ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due; provided, further, however, that with respect to agreements existing on the Issue Date, any refinancings or amendments thereof contain such encumbrances or restrictions that are not materially less favorable to the holders of the Notes than the encumbrances or restrictions contained in such agreements as in effect on the Issue Date.

Transactions with Affiliates

        The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, assign, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction") involving aggregate consideration in excess of $10.0 million, unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or Restricted Subsidiary with an unrelated Person; and



(2)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a majority of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of

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the Company with respect to such Affiliate Transaction) have determined in good faith that the criteria set forth in the immediately preceding clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Company.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any transaction with the Company, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;



(2)

Restricted Payments and Permitted Investments (including Seed Capital Investments) permitted by the Indenture;



(3)

the payment by the Company or any of its Restricted Subsidiaries, of management, consulting, monitoring and advisory fees, termination or indemnification payments and related reasonable expenses pursuant to the Management Agreement;



(4)

payments in respect of reasonable employment, severance and any other compensation arrangements with, and fees and reasonable expenses paid to, and indemnities provided on behalf of (and entering into related agreements with) officers, directors, employees or consultants of the Company, any of its direct or indirect parent companies, or any Restricted Subsidiary, in the ordinary course of business;



(5)

payments made by the Company or any Restricted Subsidiary for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by majority of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of the Company with respect to such Affiliate Transaction) in good faith;



(6)

transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph;



(7)

payments or loans (or cancellations of loans) to employees or consultants of the Company or any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by the Board of Directors of the Company in good faith and which are otherwise permitted under the Indenture;



(8)

payments made or performance under any agreement as in effect on the Issue Date (other than the Management Agreement (which are permitted under clause (3)), but including, without limitation, each of the other agreements entered into in connection with the Transactions that are disclosed in this offering memorandum, including additional parties that may be added subsequent to the Issue Date and any amendment thereto to the extent such an amendment is not adverse to the interests of the holders of the Notes in any material respect;



(9)

transactions with customers, clients, suppliers, or purchasers or sellers of goods or services (including Parent and its Subsidiaries), in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

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(10)

if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder, any director, officer, employee or consultant of the Company or its Subsidiaries or any other Affiliates of the Company (other than a Subsidiary);



(11)

any transaction permitted by the covenant "—Merger, Consolidation or Sale of Assets";



(12)

any transaction with a Receivable Subsidiary effected as part of a Receivables Facility;



(13)

payments by the Company and its Restricted Subsidiaries to each other pursuant to tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);



(14)

payments to investment and commercial banks (or their affiliates) for financial advisory and other investment and commercial banking services and financings provided by them in the ordinary course of business on ordinary commercial terms;



(15)

investments by Affiliates of the Company in investment funds managed by the Company or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds; and



(16)

any transaction with, or payment to, any financial institution or distribution participant in connection with the sale or distribution of securities or providing investment management services in the ordinary course of business of the Company and its Restricted Subsidiaries.

Business Activities

        The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

Payments for Consent

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Additional Guarantees

        After the Issue Date, the Company will cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that incurs any Indebtedness in excess of $10.0 million (other than Indebtedness permitted to be incurred pursuant to clauses (3), (6), (7), (8), (9), (10), (11), (16) and (18) of the definition of "Permitted Debt") and (ii) each Restricted Subsidiary that guarantees any Indebtedness of the Company or any of the Guarantors, in each case, within 10 business days of such incurrence of any such Indebtedness or guarantee of such Indebtedness, to execute and deliver to the Trustee a Guarantee pursuant to which such Restricted Subsidiary will fully and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under the Indenture on the same terms and conditions as those set forth in the Indenture.

        Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such

134

Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

        Each Guarantee shall automatically be released in accordance with the provisions of the Indenture described under "—Guarantees."

Merger, Consolidation or Sale of Assets

        The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

(1)

(a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (the Company or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the "Successor Company");



(2)

the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after such transaction, no Default or Event of Default exists;



(4)

immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" or (b) the Total Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and



(5)

each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Notes, the Indenture and the Registration Rights Agreement.

        The predecessor company will be released from its obligations under the Indenture and the Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from the obligation to pay the principal of and interest on the Notes.

        Notwithstanding the foregoing, clauses (3) and (4) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Guarantor and (b) the Company merging with an Affiliate solely for the purpose of reincorporating the Company, as the case may be, in another jurisdiction.

        Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, each Guarantor (other than Parent) will not, and the

135

Company will not permit such Guarantor to, (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1)

(a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the "Successor Guarantor");



(2)

the Successor Guarantor (if other than such Guarantor) assumes all the obligations of such Guarantor under the Guarantee, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after such transaction, no Event of Default exists; and



(4)

the transaction is made in compliance with the covenant described under "—Repurchase at the Option of Holders—Asset Sales."

        The predecessor company will be released from its obligations under the Indenture and its Guarantee and the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Indenture and such Guarantee, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligation under such Guarantee.

        Notwithstanding the foregoing, any Guarantor (other than Parent) (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor or (B) dissolve, liquidate or wind up its affairs if at that time it does not hold any material assets.

        Parent will not (1) consolidate or merge with or into another Person (whether or not Parent is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1)

(a) Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (Parent or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the "Successor Parent Guarantor");



(2)

the Successor Parent Guarantor (if other than Parent) assumes all the obligations of Parent under the Guarantee, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and



(3)

immediately after such transaction, no Event of Default exists.

        The predecessor company will be released from its obligations under the Indenture and its Guarantee and the Successor Parent Guarantor will succeed to, and be substituted for, and may exercise every right and power of, Parent under the Indenture and such Guarantee, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligation under such Guarantee.

136

        Notwithstanding the foregoing, Parent may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor.

        For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company.

        Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve "all or substantially all" of the property or assets of a Person.

Reports

        Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission's Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will furnish to the holders of Notes, within fifteen days after the deadlines specified in the Commission's rules and regulations for a filer that is a "non-accelerated filer":

(1)

substantially the same quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K, if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and



(2)

substantially the same current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports (other than those current reports relating to Section 3 (Securities and Trading Markets), Section 5 (Corporate Governance and Management), Section 6 (Asset-Backed Securities and Section 8 (Other Events) or successor provisions; provided, however, that the Company shall be required to file current reports relating to change of control of the Company, any amendments to the charter documents of the Company or any Guarantor and any material modification to rights of security holders).

        In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) for a filer that is not an "accelerated filer" (as defined in such rules and regulations) and make such information available to securities analysts and prospective investors upon request. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders under "Events of Default and Remedies" if holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, the Company has agreed that, for so long as any

137

Notes remain outstanding, it will furnish to the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        In addition, if at any time Parent or any direct or indirect parent company that becomes a Guarantor (there being no obligation of any such parent company to do so) holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or any other direct or indirect parent of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this covenant may, at the option of the Company, be filed by and be those of Parent or such parent company (as applicable) rather than the Company; provided that the same is accompanied by consolidating information as required by Rule 3-10 of Regulation S-X that explains in reasonable detail the differences between the information relating to Parent and such other parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

Events of Default and Remedies

        Under the Indenture, an Event of Default is defined as any of the following:

(1)

the Company defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;



(2)

the Company defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days;



(3)

the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 60 days (or 90 days with respect to the covenant described under "—Reports") after notice of the default or breach has been given to the Company by the Trustee or the Holders of at least 25% of the aggregate principal amount of the outstanding Notes;



(4)

a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Parent, the Company or any Restricted Subsidiary or the payment of which is guaranteed by Parent, the Company or any Restricted Subsidiary (other than Indebtedness owed to Parent, the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods, amendments or waivers) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million (or its foreign currency equivalent) or more at any one time outstanding;



(5)

certain events of bankruptcy affecting Parent, the Company or any Significant Subsidiary (or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary);

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(6)

the failure by Parent, the Company or any Significant Subsidiary (or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $50.0 million (other than any judgments covered by indemnities or insurance policies as to which liability coverage has not been denied by the insurance company or indemnifying party), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment becomes final and non-appealable; or



(7)

the Guarantee of Parent or a Significant Subsidiary that is a Guarantor or any group of Subsidiaries that are Guarantors and that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee, other than by reason of the release of the Guarantee in accordance with the terms of the Indenture.

        If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Company) shall occur and be continuing, the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the outstanding Notes under the Indenture by written notice to the Company and the Trustee, may declare the principal of and accrued interest on the Notes to be due and payable, which notice shall specify the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable.

        If an Event of Default specified in clause (5) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes.

        The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1)

if the rescission would not conflict with any judgment or decree;



(2)

if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;



(3)

to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;



(4)

if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and



(5)

in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an Officers' Certificate and an opinion of counsel that such Event of Default has been cured or waived.

        No such rescission shall affect any subsequent Default or impair any right consequent thereto.

        The holders of a majority in principal amount of the Notes issued and then outstanding under the Indenture may waive any existing Default or Event of Default under such Indenture, and its consequences, except a default in the payment of the principal of or interest on such Notes.

        In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders

139

of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officers' Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

        Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the Trust Indenture Act of 1939, as amended. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Notes, unless such holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

        The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to promptly deliver to the Trustee a statement specifying such Default or Event of Default (unless such Default or Event of Default has been cured prior to such time).

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator, stockholder, unitholder or member of the Company, any of its Subsidiaries or any of its direct or indirect parent companies, as such (and not as a Guarantor), has any liability for any obligations of the Company or any Guarantor under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the Commission that such waiver is against public policy.

Governing Law

        The Indenture, the Notes and the Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

Legal Defeasance and Covenant Defeasance

        The Company may, concurrently and only concurrently, at its option and at any time, elect to have all of its obligations and the obligations of the applicable Guarantors discharged with respect to the outstanding Notes issued under the Indenture ("Legal Defeasance") except for:

(1)

the rights of holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;



(2)

the Company's obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

140

(3)

the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes issued thereunder. In the event that a Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events of the Company but including such events with respect to any Significant Subsidiary) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes issued under the Indenture.

        In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

(1)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes issued thereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient (without consideration of any reinvestment of interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued thereunder on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Event of Default has occurred and is continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any Guarantor are a party or by which the Company or any Guarantor is bound;



(6)

the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Notes over the other

141

creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and

(7)

the Company must deliver to the Trustee an Officers' Certificate and an opinion of counsel (which may be subject to certain qualifications), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1)

either:



(a)

all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or



(b)

all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable, or may be called for redemption (and arrangements satisfactory to the Trustee for the giving of notice thereof are made with the Trustee), within one year or (iii) have been called for redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;



(2)

no Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound;



(3)

the Company has paid or caused to be paid all sums payable by it under the Indenture; and



(4)

the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an Officers' Certificate and an opinion of counsel (which may be subject to certain qualifications) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture or the Notes issued thereunder may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived (except a default in respect of the payment of principal or interest on the Notes) with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes

142

issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

        Without the consent of each holder affected, an amendment or waiver of the Indenture may not (with respect to any Notes held by a non-consenting holder):

(1)

reduce the principal amount of Notes issued thereunder whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes issued thereunder (other than provisions relating to the covenants described above under "—Repurchase at the Option of Holders" except as set forth in item (11) below);



(3)

reduce the rate of or change the time for payment of interest on any Note issued thereunder;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes issued thereunder (except a rescission of acceleration of the Notes issued thereunder by the holders of at least a majority in aggregate principal amount of the Notes issued thereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);



(5)

make any Note payable in money other than that stated in the Notes;



(6)

make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes issued thereunder or impair the right of any holder of Notes to institute suit for the enforcement of any payment on or with respect to such holder's Notes;



(7)

waive a redemption payment with respect to any Note issued thereunder (other than a payment required by one of the covenants described above under "—Repurchase at the Option of Holders" except as set forth in item (11) below);



(8)

make any change in the ranking or priority in right of payment of any Note that would adversely affect the holders of the Notes;



(9)

modify or change any provision of the Indenture or the related definitions affecting the subordination of the Guarantees in a manner that adversely affects the holders of the Notes;



(10)

modify the Guarantees in any manner adverse to the holders of the Notes;



(11)

amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or



(12)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of Notes, the Company, the Guarantors and the Trustee upon receipt of an officer's certificate of no material adverse effect to the holders and opinion of counsel may amend or supplement the Indenture or the Notes issued thereunder:

(1)

to cure any ambiguity, mistake, defect or inconsistency;



(2)

to provide for uncertificated Notes in addition to or in place of certificated Notes;

143

(3)

to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Company's or such Guarantor's obligations under the Indenture, the Notes or any Guarantee in accordance with the provisions of the Indenture;



(4)

to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder;



(5)

to secure the Notes;



(6)

to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act of 1939, as amended;



(7)

to add a Guarantee of the Notes;



(8)

to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of the Indenture; or



(9)

to conform the text of the Indenture, Notes or Guarantees to any provision of this "Description of the New Notes."

        No amendment of, or supplement or waiver to, the Indenture shall adversely affect the rights of any holder of Designated Senior Indebtedness under the subordination provisions of the Indenture, without the consent of such holder or, in accordance with the terms of such Designated Senior Indebtedness, the consent of the Representative of such holder or the requisite holders of such Designated Senior Indebtedness.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue to serve as trustee or resign.

        The holders of a majority in principal amount of the then outstanding Notes issued under the Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a more detailed presentation of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the

144

funds or credit support utilized in connection with, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2)

Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

        "Acquisition Agreement" means that certain agreement and plan of merger dated as of June 19, 2007 between Windy City Investments, Inc., Windy City Acquisition Corp. and Nuveen Investments, Inc., a Delaware corporation, as amended, modified and/or supplemented from time to time in accordance with the terms thereof, pursuant to which Windy City Acquisition Corp. will merge with and into Nuveen Investments, Inc., with Nuveen Investments, Inc. surviving such merger.

        "Additional Interest" has the meaning given to such term or similar terms (including "Liquidated Damages") in the Registration Rights Agreement.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "AHYDO Catch Up Payment" means payments in respect of Indebtedness necessary in order to avoid such Indebtedness being characterized as "applicable high yield discount obligations" within the meaning of the Code.

        "Applicable Premium" means, with respect to any Note on any applicable redemption date, the excess of:

(a)

the present value at such redemption date of (i) the redemption price at November 15, 2011 (such redemption price being set forth under "—Optional Redemption") plus (ii) all required interest payments due on the Notes through November 15, 2011 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



(b)

the then outstanding principal amount of the Notes.

        "Asset Sale" means (i) the sale, conveyance, transfer, lease (as lessor) or other voluntary disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company (other than the sale of Equity Interests of the Company) or any of its Restricted Subsidiaries (each referred to in this definition as a "disposition") or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(1)

a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, worn out, uneconomical or surplus assets in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries or the disposition of inventory in the ordinary course of business;



(2)

the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the covenant contained under "—Certain Covenants—Merger, Consolidation or Sale of Assets" or any disposition that constitutes a Change of Control pursuant to the Indenture;



(3)

the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to the covenant contained under "—Certain Covenants—Restricted

145

Payments" or the granting of a Lien permitted by the covenant contained under "—Certain Covenants—Liens";

(4)

any disposition of assets, or issuance or sale of Equity Interests of any Restricted Subsidiary (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary), in any transaction or series of related transactions with an aggregate fair market value of less than $25.0 million;



(5)

any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;



(6)

the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;



(7)

any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than any Unrestricted Subsidiary in which the Company or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) of the second paragraph under "—Certain Covenants—Restricted Payments" or clause (10) of the definition of "Permitted Investments");



(8)

foreclosures on assets or transfers by reason of eminent domain;



(9)

disposition of an account receivable in connection with the collection or compromise thereof;



(10)

termination of leases, subleases, licenses and sublicenses in the ordinary course of business;



(11)

sales of accounts receivable or rights to future advisory fees, or participations therein, in connection with any Receivables Facility;



(12)

any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions, permitted under the Indenture;



(13)

transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor;



(14)

the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Company or a Restricted Subsidiary are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;



(15)

voluntary terminations of Hedging Obligations;



(16)

any issuance of Equity Interests in any Restricted Subsidiary to any officer, director, employee or consultant of the Company or any Restricted Subsidiary in respect of services provided to the Company or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Company;



(17)

any Permitted Asset Swap;



(18)

Sale and Lease-Back Transactions involving (i) real property owned on the Issue Date, (ii) property acquired not more than 180 days prior to such Sale and Lease-Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as an Asset Sale; and



(19)

the sale or other disposition of a Seed Capital Investment in the ordinary course of business.

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        "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns," "Beneficially Owned" and "Beneficial Ownership" have a corresponding meaning.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation;



(2)

with respect to a partnership, the board of directors of the general partner of the partnership; and



(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "Broker-Dealer Subsidiary" means any Subsidiary of the Company or any other Subsidiary of the Company required to be registered as a broker-dealer under the Exchange Act.

        "Capital Stock" means:

(1)

in the case of a corporation, capital stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;



(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10, "The Effect of Lessee Involvement in Asset Construction," which will ultimately be treated as operating leases upon a Sale and Lease-Back Transaction).

        "Cash Equivalents" shall mean:

(1)

U. S. dollars;



(2)

in the case any Foreign Subsidiary, such local currencies held by them from time to time in the ordinary course of business;



(3)

securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;



(4)

certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with (i) any lender under the Credit

147

Agreement or an Affiliate thereof or (ii) any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non U.S. banks;

(5)

repurchase obligations for underlying securities of the types described in clauses (3), (4) and (6) entered into with any financial institution meeting the qualifications specified in clause (4) above;



(6)

commercial paper rated at least P-2 by Moody's or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;



(7)

marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody's or S&P, respectively (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;



(8)

investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above;



(9)

readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P with maturities of 24 months or less from the date of acquisition.



(10)

Indebtedness or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 24 months or less from the date of acquisition;



(11)

Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated A (or the equivalent thereof) or better by S&P or A3 (or the equivalent thereof) or better by Moody's;



(12)

shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all of the investments of which are one or more of the types of securities described in clauses (1) through (11) above; and



(13)

in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (1) through (12) or other high-quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

        "Change of Control" means the occurrence of any of the following:

(1)

the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than to one or more Permitted Holders;



(2)

the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or

148

other business combination or purchase of Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Company or any of its direct or indirect parent entities, including, without limitation, Parent; provided that, for purposes of calculating the Beneficial Ownership of any group, a Permitted Holder shall not be attributed Beneficial Ownership of the Capital Stock of any unaffiliated person that is not itself a Permitted Holder;

(3)

any Person or group (as defined in clause (2)) shall be entitled to appoint or elect 50% or more of the Board of Directors of the Company or any of its direct or indirect parent entities, including, without limitation, Parent; provided that the Sponsor being entitled to appoint or elect 50% or more of the Board of Directors of the Company or any of its direct or indirect parent entities shall not be deemed a Change of Control; or



(4)

the first day on which the majority of the Board of Directors of the Company or any of its direct or indirect parent companies then in office shall cease to consist of Continuing Directors.

        "Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Issue Date, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

        "Commission" means the U.S. Securities and Exchange Commission.

        "Consolidated Depreciation and Amortization Expense" means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment and other financing fees and other non-cash charges (excluding any non-cash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

        "Consolidated Guaranteed Indebtedness" means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) the amount of any Indebtedness of the Company that is not guaranteed by any Restricted Subsidiary.

        "Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

(a)

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

149

(b)

consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)

interest income of such Person and its Restricted Subsidiaries for such period (other than interest income from Seed Capital Investments).

        For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that (without duplication),

(a)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), or any severance costs, integration costs, relocation costs and costs associated with curtailments or modifications to pension and post-retirement employee benefit plans, shall be excluded,



(b)

the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,



(c)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,



(d)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of gains or losses (less all accrued fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,



(e)

the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, that, to the extent not already included, Consolidated Net Income of such Person shall be (A) increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the Company or a Restricted Subsidiary in respect of such period (subject in the case of dividends paid or distributions made to a Restricted Subsidiary (other than a Guarantor) to the limitations contained in clause (f) below) and (B) decreased by the amount of any equity of the Company in a net loss of any such Person for such period to the extent the Company has funded such net loss in cash with respect to such period,



(f)

solely for the purpose of determining the amount available under clause (3) of the first paragraph of "—Certain Covenants—Restricted Payments," the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided, that Consolidated Net Income of the Company will be, subject to be the exclusions in clauses (c) and (d) above, increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

150

(g)

effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-up, write-down or write-off of any amounts thereof, net of taxes, shall be excluded,



(h)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,



(i)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of any non-cash impairment charge or asset write-off, write-up or write-down, in each case, pursuant to GAAP and the amortization of intangibles arising (including goodwill and organizational costs) pursuant to GAAP (excluding any such non-cash adjustment to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such adjustment is subsequently reversed), shall be excluded,



(j)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,



(k)

any other non-cash charges, expenses or losses including any write-offs or write-downs and any non-cash expense relating to the vesting of warrants, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period) shall be excluded,



(l)

any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Disposition, dividend or similar Restricted Payments, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing or recapitalization transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded;



(m)

accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded, and



(n)

structuring fees and upfront distribution costs paid in the ordinary course of business for closed-end funds, mutual funds, exchange traded funds and other structured products, such as collateralized loan and debt obligations, and payments made to terminate trailer fees to underwriters of closed-end funds, mutual funds, exchange traded funds and other structured products, shall be excluded.

        Notwithstanding the foregoing, for the purpose of the covenant contained under "—Certain Covenants—Restricted Payments" only, there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case

151

only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "Consolidated Total Indebtedness" means, as at any date of determination, an amount equal to (a) the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (excluding Hedging Obligations) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company, all Preferred Stock of its Restricted Subsidiaries and all Designated Preferred Stock on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP minus (b) the aggregate unrestricted cash and cash equivalents included in the cash and cash equivalents accounts (other than settlement assets) listed on the consolidated balance sheet of the Company and the Restricted Subsidiaries as of such date. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

        "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(i)

to purchase any such primary obligation or any property constituting direct or indirect security therefor, or



(ii)

to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or



(iii)

to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof, or



(iv)

as an account party in respect of any letter of credit, letter of guaranty or bankers' acceptance.

        "Continuing Directors" means, as of any date of determination, individuals who (i) were members of such Board of Directors on the Issue Date or (ii) were either (x) nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of nomination or election, (y) appointed, approved or recommended by a majority of the then Continuing Directors or (z) designated or appointed by a Permitted Holder.

        "Credit Agreement" means that certain credit agreement, to be dated as of the Issue Date, among the Company, Deutsche Bank AG New York Branch, as Administrative Agent, the agents and lenders party thereto and certain other parties specified therein, providing for term loans and revolving credit borrowings (including the issuance of letters of credit), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or

152

thereafter) or refinanced from time to time in one or more agreements or indentures (in each case with the same or new agents, lenders or institutional investors), including any agreement adding or changing the borrower or any guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is permitted under the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock").

        "Credit Facilities" means, with respect to the Company, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities or Debt Issuances, in each case, with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders or investors providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables or inventory) or letters of credit or Debt Issuances, in each case, as amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced, including refinancing with Debt Issuances, in whole or in part and without limitation as to amounts, terms, conditions, covenants and other provisions, from time to time. Indebtedness under Credit Facilities outstanding on the date on which the Notes are first issued and authenticated under the Indenture (after giving effect to the use of proceeds thereof) shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the second paragraph of the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

        "Debt Issuances" means, with respect to the Company or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

        "Default" means any event that is, or with the lapse of grace period or the giving of notice or both would, unless cured or waived, be, an Event of Default.

        "Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers' Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock of the Company), that is issued for cash (other than to Parent or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate delivered to the Trustee, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant described under "—Certain Covenants—Restricted Payments."

        "Designated Senior Indebtedness" of any Guarantor means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Secured Indebtedness of such Guarantor under or with respect to the Credit Agreement, whether outstanding on the Issue Date or thereafter created, incurred or assumed, including the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with

153

respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts constituting Secured Indebtedness owing in respect of:

(1)

all monetary obligations of every nature under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and



(2)

all Hedging Obligations in respect of the Credit Agreement;

in each case whether outstanding on the Issue Date or thereafter incurred.

        Notwithstanding the foregoing, "Designated Senior Indebtedness" shall not include:

(1)

any Indebtedness of such Guarantor to Parent or any of its Subsidiaries;



(2)

Indebtedness to, or guaranteed on behalf of, any director, officer or employee of Parent or any of its Subsidiaries (including, without limitation, amounts owed for compensation);



(3)

that portion of any Indebtedness incurred in violation of the "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant or secured in violation of the "Liens" covenant (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (3) if the holder(s) of such obligation or their representative shall have received an Officers' Certificate of the Company to the effect that the incurrence and securing of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence and securing of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture);



(4)

Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor; and



(5)

any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

        "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is puttable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any employees of the Company or any of its Subsidiaries for compensatory purposes or to plan for the benefit of employees of the Company or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Subsidiaries pursuant to the terms of any such arrangement.

        "Domestic Subsidiary" means any direct or indirect subsidiary of the Company that was formed under the laws of the United States, any State of the United States or the District of Columbia.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(a)

increased (without duplication) by (to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income):



(i)

provision for taxes based on income or profits or capital (or any alternative tax in lieu thereof), including, without limitation, foreign, state, franchise and similar taxes and foreign withholding taxes of such Person and such subsidiaries paid or accrued during

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such period, including payments made pursuant to any tax sharing agreements or arrangements among the Company, its Restricted Subsidiaries and any direct or indirect parent company of the Company (so long as such tax sharing payments are attributable to the operations of the Company and its Restricted Subsidiaries); plus

(ii)

Fixed Charges of such Person for such period; plus

(iii)

Consolidated Depreciation and Amortization Expense of such Person for such period; plus

(iv)

any fees, costs, commissions, expenses, accruals or other charges (including stock and other equity-based compensation expenses) (other than Consolidated Depreciation and Amortization Expense but including the effects of purchase accounting adjustments) related to the Transactions, any Equity Offering, Permitted Investment, acquisition, disposition, dividend or similar Restricted Payment, recapitalization or the incurrence or repayment, amendment or modification of Indebtedness permitted to be incurred under this Indenture (including a refinancing thereof) (whether or not successful), including (w) any expensing of bridge, commitment or other financing fees, (x) such fees, costs, commissions, expenses or other charges related to the offering of the Notes and the Credit Facilities, (y) any such fees, costs (including call premium), commissions, expenses or other charges related to any amendment or other modification of the Existing Notes, the Notes and the Credit Facilities and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(v)

the amount of any restructuring charge or reserve, including restructuring costs and integration costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, retention, recruiting, relocation, severance and signing bonuses and expenses, transaction fees and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a standalone entity or public company incurred in connection with any of the foregoing; provided that the aggregate amount of expenses added pursuant to this clause (v) shall not exceed $30.0 million in any period of four consecutive fiscal quarters most recently ended prior to the determination date; plus

(vi)

the amount of management, monitoring, consulting, transaction and advisory fees and related expenses accrued or paid in such period pursuant to the Management Agreement; plus

(vii)

costs or expense of such Person pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under clause (3) of the first paragraph of "—Certain Covenants—Restricted Payments"; plus

(viii)

the amount of net cost savings and acquisition synergies projected by the Company in good faith to be realized during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) as a result of specified actions taken or initiated in connection with the Transactions or any acquisition or disposition (including termination or discontinuance of activities constituting such

155

business) by the Company or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of EBITDA from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable as evidenced in an Officers' Certificate and (B) such actions are taken within 12 months after the Issue Date or the date of such acquisition or disposition; plus

(ix)

to the extent covered by insurance and actually reimbursed or otherwise paid, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed or otherwise paid by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed or otherwise paid within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed or otherwise paid within such 365 days), expenses with respect to liability or casualty events and expenses or losses relating to business interruption; plus

(x)

expenses to the extent covered by contractual indemnification or refunding provisions in favor of the Company or a Restricted Subsidiary and actually paid or refunded, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be paid or refunded by the indemnifying party or other obligor and only to the extent that such amount is (A) not denied by the applicable indemnifying party or obligor in writing within 90 days and (B) in fact reimbursed within 180 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 180 days); plus

(xi)

an amount equal to losses on Seed Capital Investments up to $15.0 million in any four-quarter period; plus

(xii)

the amount of loss on sale of receivables to a Receivables Subsidiary in connection with a Receivables Facility; plus

(xiii)

extraordinary losses or unusual or non-recurring charges or expenses (including fines and penalties); plus

(b)

decreased by (without duplication) (i) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, (ii) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income, (iii) an amount equal to gains on Seed Capital Investments in excess of $15.0 million in any four-quarter period and (iv) extraordinary gains or unusual or non-recurring income or gains (to the extent not already excluded in calculating Consolidated Net Income); and



(c)

increased or decreased by (without duplication):



(i)

any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,



(ii)

any net gain or loss included in calculating Consolidated Net Income resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

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        Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary (other than a Guarantor) shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without any prior governmental approval (which has not been obtained) or would not be restricted from being so dividended, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Company or of any of its direct or indirect parent companies registered on Form S-4 or Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary of the Company.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Excluded Contribution" means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Company and its Restricted Subsidiaries from:

(1)

contributions to its common equity capital; and



(2)

the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers' Certificate delivered to the Trustee on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "Existing Notes" means the Company's $250,000,000 5.00% Senior Notes due 2010 and $300,000,000 5.50% Senior Notes due 2015 outstanding on the Issue Date.

        "Existing Notes Indenture" means that certain Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee, as amended by the First Supplemental Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee.

        "Fixed Charges" means, with respect to any Person, for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all non-cash interest expense and amortization/accretion of original issue discount (including any original issue discount created by fair value adjustments to Indebtedness in existence as of the Issue Date as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and its Subsidiaries and (c) all dividends paid during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person and its Subsidiaries.

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        "Foreign Subsidiary" means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles in the United States in effect on the date of the Indenture, except for any reports required to be delivered under the covenant "—Reports," which shall be prepared in accordance with GAAP in effect on the date thereof. For purposes of this description of the Notes, the term "consolidated" with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

        "guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations. When used as a verb, "guarantee" shall have a corresponding meaning.

        "Guarantee" means any guarantee of the obligations of the Company under the Indenture and the Notes by a Guarantor in accordance with the provisions of the Indenture. When used as a verb, "Guarantee" shall have a corresponding meaning.

        "Guaranteed Indebtedness Leverage Ratio" means, with respect to any Person, at any date the ratio of (i) Consolidated Guaranteed Indebtedness to (ii) EBITDA (as calculated below) of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that the Company or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Guaranteed Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Guaranteed Indebtedness Leverage Ratio is made (the "Guaranteed Leverage Calculation Date"), then the Guaranteed Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Consolidated Guaranteed Indebtedness as of the Guaranteed Leverage Calculation Date. The Guaranteed Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of "Total Leverage Ratio," including any pro forma calculations to EBITDA (including for acquisitions).

        "Guarantor" means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor. On the Issue Date, the Guarantors will be Parent and each Domestic Subsidiary of the Company that is a Restricted Subsidiary and a guarantor under the Credit Agreement.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1)

currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and



(2)

other agreements or arrangements designed to manage, hedge or protect such Person with respect to fluctuations in currency exchange, interest rates or commodity, raw materials, utilities and energy prices.

        "Indebtedness" means, with respect to any Person,

(a)

any indebtedness (including principal and premium) of such Person, whether or not contingent:



(i)

in respect of borrowed money,

158

(ii)

evidenced by bonds, notes, debentures or similar instruments,



(iii)

evidenced by letters of credit or bankers' acceptances (or, without duplication, reimbursement agreements in respect thereof),



(iv)

Capitalized Lease Obligations,



(v)

representing the deferred and unpaid balance of the purchase price of any property (other than Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business, (B) liabilities accrued in the ordinary course of business and (C) earn-outs and other contingent payments in respect of acquisitions except to the extent that the liability on account of any such earn-outs or contingent payment becomes fixed and is not paid promptly thereafter after such payment becomes due and payable, or



(vi)

representing any interest rate Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,



(b)

to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business),



(c)

Disqualified Stock and Designated Preferred Stock of such Person, and



(d)

to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset (other than a Lien on Capital Stock of an Unrestricted Subsidiary) owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money, (B) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, "The Effect of Lessee Involvement in Asset Construction," and (C) obligations with respect to Receivables Facilities. The amount of Indebtedness of any person under clause (d) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such person in good faith.

        "Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board of Directors of the Company, qualified to perform the task for which it has been engaged.

        "Investment Grade Rating" shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investment Grade Securities" shall mean:

(a)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);



(b)

debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

159

(c)

investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and



(d)

corresponding instruments in countries other than the United States customarily utilized for high quality investments.

        "Investment Vehicle" means a separate account or vehicle for collective investment (in whatever form of organization, including a corporation, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing), including any entity investing in collateralized loan obligations or collateralized debt obligations, which investments are managed by the Company or any of its Restricted Subsidiaries in the ordinary course of business.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, commission, travel, entertainment, relocation, payroll and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the third paragraph of the covenant described above under "—Certain Covenants—Restricted Payments."

        For purposes of the definition of "Unrestricted Subsidiary" and the covenant described above under "—Certain Covenants—Restricted Payments," (i) "Investments" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company's "Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

        "Issue Date" means the date of initial issuance of the Old Notes, November 13, 2007.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

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        "Management Agreement" means the Management Services Agreement dated as of the Issue Date, by and among certain management companies associated with the Sponsor, certain other equity investors and the Company and any direct or indirect parent company, as in effect on the Issue Date or thereafter amended, modified or supplemented in a manner that (x) does not increase the amount of fees payable by the Company, any of its direct or indirect parent companies or any of its Subsidiaries and (y) is not less advantageous to the holders of the Notes in any material respect than the Management Agreement as in effect on the Issue Date.

        "Moody's" means Moody's Investors Service, Inc. and any successor to its rating business.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

        "Net Proceeds" shall mean, with respect to any Asset Sale, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or non-cash consideration initially received, net of any costs relating to the disposition thereof), net of, without duplication, (i) out-of-pocket expenses incurred (including reasonable and customary banker's fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar taxes incurred by the Company and its Restricted Subsidiaries in connection therewith), and the Company's good faith estimate of taxes paid or payable (after taking into account any available tax credits or deductions and tax sharing agreement or arrangement), in connection with such Asset Sale (including, in the case of any such Asset Sale in respect of property of any Foreign Subsidiary, taxes payable upon the repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale and (y) other liabilities associated with the asset disposed of and retained by the Company or any of its Restricted Subsidiaries after such disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (iii) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition, (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold and (v) in the case of any such Asset Sale by a non-Wholly Owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Company or a Wholly Owned Restricted Subsidiary as a result thereof.

        "Obligations" means any principal, interest, premium, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), costs, expenses, damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, costs, expenses, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Officer" means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, principal accounting officer, controller, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

        "Officers' Certificate" means a certificate signed on behalf of the Company, by two Officers of the Company, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in the Indenture.

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        "Parent" means Windy City Investments, Inc. and any successor.

        "Permitted Asset Swap" means, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Company or any of its Restricted Subsidiaries and another Person.

        "Permitted Business" means the business and any services, activities or businesses incidental, or directly related or similar to, or complementary to any line of business engaged in by the Company and its Subsidiaries as of the Issue Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

        "Permitted Debt" is defined under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

        "Permitted Holders" means: (i) the Sponsor, (ii) any other Person making an investment in Parent concurrently with Sponsor on the Issue Date, (iii) any Person who is an Officer or otherwise a member of management of the Company or any of its Subsidiaries on the Issue Date, provided that if such Officers and members of management Beneficially Own more shares of Capital Stock of either of the Company or any of its direct or indirect parent entities than the amount of such shares Beneficially Owned by all the Officers as of the Issue Date or issued within 90 days thereafter, such excess shall be deemed not to be Beneficially Owned by Permitted Holders, (iv) any Related Party of any of the foregoing Persons and (v) any "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing Persons specified in clauses (i), (ii), (iii) or (iv) are members, provided that no member of the "group" (other than the Sponsor) shall, without giving effect to Rule 13d-5 of the Exchange Act, have Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Company or any of its direct or indirect parent entities, including, without limitation, Parent.

        "Permitted Investments" means

(1)

(A) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in the Company or another Restricted Subsidiary or (B) any Seed Capital Investment made by the Company or any Restricted Subsidiary in the ordinary course of business;



(2)

any Investment in cash and Cash Equivalents or Investment Grade Securities;



(3)

any Investment by the Company or any Restricted Subsidiary in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;



(4)

any Investment in securities or other assets not constituting cash or Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described above under "—Repurchase at the Option of Holders—Asset Sales" or any other disposition of assets not constituting an Asset Sale;



(5)

any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification, replacement, renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under the Indenture;

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(6)

loans and advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $15.0 million outstanding at any one time, in the aggregate;



(7)

any Investment acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Company or Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or settlement of delinquent accounts or (B) as a result of a foreclosure by the Company or Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;



(8)

Hedging Obligations permitted under clause (10) of the definition of "Permitted Debt";



(9)

loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person's purchase of Equity Interests of the Company;



(10)

any Investment by the Company or a Restricted Subsidiary having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding not to exceed $100.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (10);



(11)

Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parent companies (exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3)(b) of the first paragraph under the covenant described under "—Certain Covenants—Restricted Payments";



(12)

guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" and performance guarantees consistent with past practice, and the creation of liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with the covenant described in "—Certain Covenants—Liens";



(13)

Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;



(14)

Investments consisting of earnest money deposits required in connection with a purchase agreement or other acquisition;



(15)

additional Investments in joint ventures in an aggregate amount not to exceed $20.0 million at any time outstanding;



(16)

loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity;



(17)

Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;



(18)

extensions of trade credit in the ordinary course of business; and



(19)

Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company, are necessary or advisable to effect a Receivables Facility.

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        "Permitted Liens" means the following types of Liens:

(1)

deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;



(2)

Liens (including deposits) in favor of issuers of stay, customs, performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers' acceptance issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;



(3)

Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;



(4)

Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized for, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;



(5)

Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;



(6)

Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(7)

Liens in favor of the Company or any Restricted Subsidiary;



(8)

Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the Issue Date or referred to in clauses (3), (4) and (19) of this definition; provided, however, that such Liens (x) are no less favorable to the holders of the Notes taken as a whole and (y) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;



(9)

other Liens securing Indebtedness for borrowed money or other obligations in an aggregate amount under this clause (9) not exceeding $35.0 million at any time;



(10)

Liens for taxes, assessments or other governmental charges or levies not overdue by more than forty-five (45) days or the nonpayment of which in the aggregate would not reasonably be expected to result in a material adverse effect, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;



(11)

judgment liens in respect of judgments that do not constitute an Event of Default;



(12)

pledges, deposits or security under workmen's compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, deposits given to public or

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private utilities or any government authority or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements or earnest money deposits required in connection with a purchase agreement or other acquisition, in each case incurred in the ordinary course of business or consistent with past practice;

(13)

carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by applicable law, (i) arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days, (ii) (A) that are being contested in good faith by appropriate proceedings and (B) the Company or a Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (iii) the existence of which would not reasonably be expected to result in a material adverse effect;



(14)

minor survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;



(15)

leases, licenses, subleases or sublicenses (including, without limitation, licenses and sublicenses of intellectual property) granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;



(16)

the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;



(17)

banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution or securities intermediary;



(18)

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;



(19)

Liens on accounts receivable and related assets incurred in connection with Receivable Facility incurred pursuant to clause (18) of "Permitted Debt.";



(20)

Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking industry;



(21)

Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;



(22)

Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to

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pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(23)

Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;



(24)

Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with the covenant contained under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(25)

Liens to secure Indebtedness incurred pursuant to clauses (20) and (24) of the definition of "Permitted Debt";



(26)

Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;



(27)

security given to a public or private utility or any governmental authority as required in the ordinary course of business;



(28)

landlords' and lessors' Liens in respect of rent not in default for more than sixty days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect;



(29)

Liens in favor of customs and revenues authorities imposed by applicable law arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) with respect to customs duties in the ordinary course of business, (ii) that are not overdue by more than sixty (60) days, (iii) (A) that are being contested in good faith by appropriate proceedings, (B) the Company or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, or (iv) the existence of which would not reasonably be expected to result in a material adverse effect;



(30)

Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business;



(31)

Liens on the Capital Stock of Unrestricted Subsidiaries;



(32)

pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under clause (21) of the definition of "Permitted Debt";



(33)

any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar agreement;



(34)

Liens consisting of customary contractual restrictions on cash and Cash Equivalents;



(35)

Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;

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(36)

possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and other Permitted Investments; provided that such Liens (a) attach only to such Investments or other Investments held by such broker or dealer and (b) secure only obligations incurred in the ordinary course of business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with the incurrence of Indebtedness or margin financing;



(37)

Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Investment; and



(38)

any interest or title of a licensor, a sublicensor, lessor or sublessor under any license or operating or true lease agreement.

        "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Preferred Stock" means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up; provided that in no event shall Equity Interests outstanding as of the Issue Date or issued thereafter to any officer, director, employee or consultant of the Company or any Restricted Subsidiary in respect of services provided to the Company or a Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the Company be considered Preferred Stock.

        "Qualified Proceeds" means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Company in good faith.

        "Rating Agencies" means (1) S&P and Moody's or (2) if S&P or Moody's or both of them are not making ratings publicly available, a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2) under the Exchange Act, as the case may be, selected by the Company, which will be substituted for S&P or Moody's or both, as the case may be.

        "Receivables Facility" means any of one or more financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells their accounts receivable or rights to future advisory fees (including Rule 12b-1 fees) to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its accounts receivable or rights to future advisory fees to a Person that is not a Restricted Subsidiary.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any accounts receivable or rights to future advisory fees or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

        "Receivables Subsidiary" means any subsidiary formed for the purpose of, and that solely engages only in, one or more Receivables Facilities and other activities reasonably related thereto.

        "Refunding Capital Stock" has the meaning ascribed to such term in clause (2) of the second paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "Registration Rights Agreement" means the (i) Registration Rights Agreement dated as of the Issue Date between the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, and Morgan Stanley & Co. Incorporated, as representatives (the "Representatives") of the initial purchasers relating to the Notes

167

issued on the Issue Date and (ii) any other registration rights agreement entered into in connection with an issuance of Additional Notes in a private offering after the Issue Date.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon a receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        "Related Party" means (a) with respect to Madison Dearborn Partners, LLC or any other Person making an investment in Parent on the Issue Date, (i) any investment fund controlled by or under common control with Madison Dearborn Partners, LLC or such other Person making an investment in Parent on the Issue Date, as the case may be, any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i); and (b) with respect to any officer of the Company or its Subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any combination of these identified relationships.

        "Representative" means any agent or representative in respect of any Designated Senior Indebtedness; provided that if, and for so long as, any Designated Senior Indebtedness lacks such agent or representative, then the Representative for such Designated Senior Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Indebtedness.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

        "Retired Capital Stock" has the meaning ascribed to such term in clause (2) of the second paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "S&P" means Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating business.

        "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing.

        "Secured Indebtedness" means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) if any Indebtedness and any guarantee thereof is not secured by any Lien, the amount of such Indebtedness.

        "Secured Indebtedness Leverage Ratio" means, with respect to any Person, at any date the ratio of (i) the aggregate amount of Secured Indebtedness of such Person as of such date of calculation to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that the Company or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other

168

than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the "Secured Leverage Calculation Date"), then the Secured Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Secured Indebtedness as of the Secured Leverage Calculation Date. The Secured Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of "Total Leverage Ratio," including any pro forma calculations to EBITDA (including for acquisitions).

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Seed Capital Investment" means each Investment Vehicle in which the Company or one or more of its Restricted Subsidiaries has invested or is investing "seed" or "early stages" capital in the ordinary course of business.

        "Significant Subsidiary" means any Restricted Subsidiary that would be "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

        "Sponsor" means Madison Dearborn Partners, LLC and its Affiliates (other than any portfolio company thereof).

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means (a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity;

provided that, in all cases, Subsidiary shall not include any Investment Vehicle even if any such entity would be consolidated with the Company under GAAP.

        "Subsidiary Guarantors" means the Guarantors other than Parent or any other direct or indirect parent of the Company that delivers a Guarantee.

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        "Total Assets" means total assets of the Company and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Company and its Restricted Subsidiaries as may be expressly stated.

        "Total Leverage Ratio" means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries' most recently ended four fiscal quarters for which internal financial statements are available, the ratio of Total Consolidated Indebtedness of such Person as of the end of such period to the EBITDA (as calculated below) of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness (other than incurrences or repayments of working capital borrowings under revolving credit facilities in the ordinary course of business) or issues or redeems Disqualified Stock or Preferred Stock, in each case subsequent to the end of the period for which the Total Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Leverage Ratio is made (the "Calculation Date"), then the Total Leverage Ratio shall be calculated using the aggregate amount of Total Consolidated Indebtedness as of the Calculation Date.

        If Investments, acquisitions, dispositions, mergers or consolidations outside the ordinary course of business have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date, then the Total Leverage Ratio shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers or consolidations (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

        If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation (including, without limitation, the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include synergies, operating improvements and operating expense reductions for such period resulting from the transaction which is being given pro forma effect that (A) have been realized or (B) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (C) for which the steps necessary for realization are reasonably expected to be taken within the twelve-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead, provided that, in each case, such adjustments are set forth in an Officers' Certificate signed by the Company's chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) in the case of item (B) or (C) above, that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers' Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture.

        "Total Net Tangible Assets" means total assets of the Company and its Restricted Subsidiaries, less all goodwill, trade names, trademarks, patents and any other like intangibles, all on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Company and its Restricted Subsidiaries as may be expressly stated.

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        "Transaction Expenses" means any fees or expenses incurred or paid by the Company or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options or other equity interests.

        "Transactions" means (i) the transactions contemplated by the Acquisition Agreement, (ii) the entry into the Credit Agreement and incurrence of Indebtedness thereunder on the Issue Date by the Company and the guarantors thereunder, (iii) the issuance of the Notes and the provision of Guarantees by the Guarantors, (iv) the refinancing of certain existing indebtedness of the Company as contemplated in this offering memorandum, (v) the payment of fees and expenses related to each of the foregoing and (vi) all other transactions relating to any of the foregoing in each case, as contemplated as of the Issue Date pursuant to the terms of the Acquisition Agreement.

        "Treasury Rate" means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to November 15, 2011; provided, however, that if the period from such redemption date to November 15, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, (b) such designation complies with the covenant contained under "—Certain Covenants—Restricted Payments" and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated). The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such re-designation, no Event of Default shall have occurred and be continuing and any Indebtedness of, or Lien existing on assets of, such Subsidiary existing at the time of such redesignation is permitted pursuant to the covenants described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" and "—Liens." Any such designation or redesignation by the Board of Directors of the Company shall be notified by the Company to the Trustee by promptly filing with such Trustee a copy of the Board Resolution giving effect to such designation or redesignation and an Officers' Certificate certifying that such designation or resignation, as the case may be, complied with the foregoing provisions.

        "U.S. Dollar Equivalent" means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the

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"Exchange Rates" column under the heading "Currency Trading" on the date two business days prior to such determination.

        Except as described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," whenever it is necessary to determine whether the Company has complied with any covenant in the Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

        "U.S. Government Securities" means securities that are

(a)

direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or



(b)

obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

Book-Entry; Delivery and Form

        The Old Notes were sold to qualified institutional buyers in reliance on Rule 144A or in offshore transactions in reliance on Regulation S. Except as set forth below, the New Notes will be issued in exchange for the Old Notes in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

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        The New Notes initially will be represented by one or more notes in registered, global form without interest coupons (the "Global Notes"). Upon issuance, the Global Notes will be deposited with the trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "Exchange of Global Notes for Certificated Notes." Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

        So long as the Global Note holder is the registered owner of any New Notes, the Global Note holder will be considered the sole holder under the indenture of any New Notes evidenced by the Global Notes. Beneficial owners of New Notes evidenced by the Global Notes will not be considered the owners or holders of the New Notes under the Indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the trustee thereunder. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records of DTC or for maintaining, supervising or reviewing any records of DTC relating to the New Notes.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of their respective settlement system and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the systems or their participants directly to discuss these matters. DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system also is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants.

        The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants. DTC has also advised the Company that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Notes, DTC will credit the accounts of Participants with portions of the principal amount of the Global Notes, and

        (2)   ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) that are Participants in such system.

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        All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream also may be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below under the caption "Exchange of Global Notes for Certificated Notes," owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or "holders" thereof under the Indenture for any purpose.

        Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Company and the trustee will treat the Persons in whose names the New Notes, including the Global Notes, are registered as the owners of the New Notes for the purpose of receiving payments and for all the other purposes. Consequently, none of the Company, the Trustee or any agent of the Company or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the New Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of New Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial Owners of the New Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers involving Euroclear and Clearstream participants will be effected in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case

174

may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised the Company that it will take any action permitted to be taken by a holder of New Notes only at the direction of one or more Participants to whose account DTC has credited the interest in the Global Notes and only in respect of such portion of the aggregate principal amount of the New Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the New Notes, DTC reserves the right to exchange the Global Notes for New Notes in certificated form, and to distribute such New Notes to its Participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive New Notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (A) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and the Company fails to appoint a successor depositary or (B) has ceased to be a clearing agency registered under the Exchange Act;

        (2)   the Company, at is option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default or Event of Default with respect to the New Notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). Neither the Company nor the Trustee will be liable for any delay by the Global Note holder or DTC in identifying the beneficial owners of Notes and the Company and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note holder or DTC for all purposes.

Same Day Settlement and Payment

        The company will make payments in respect of the New Notes represented by the Global Notes (including principal, premium, if any, interest and additional amounts, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. The company will make all payments of principal, interest and premium and additional amounts, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The New Notes represented by the Global Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC's Same-Day Funds Settlement System, and any

175

permitted secondary market trading activity in such New Notes will, therefore, be required by DTC to be settled in immediately available funds. The company expects that secondary trading in any Certificated Notes also will be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream immediately following the settlement date of DTC). Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

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EXCHANGE OFFER; REGISTRATION RIGHTS

        We entered into a registration rights agreement with the initial purchasers under which we and our subsidiary guarantors agreed, for the benefit of the holders of the Old Notes, at our cost:

•

to file with the Commission this exchange offer registration statement by May 13, 2009 pursuant to which we are offering, in exchange for the Old Notes, New Notes identical in all material respects to, and evidencing the same indebtedness as, the Old Notes (but which will not contain terms with respect to transfer restrictions or provide for the additional interest described below);

•

to use our commercially reasonable efforts to cause this exchange offer registration statement to be declared effective under the Securities Act by November 13, 2009; and

•

to use our commercially reasonable efforts to commence this exchange offer promptly after this exchange offer registration statement is declared effective.

        In the event that:

        (a)   we had not been permitted to file the exchange offer registration statement or are not permitted to consummate the exchange offer due to a change in law or Commission policy;

        (b)   for any reason, we do not consummate the exchange offer by the 30th business day after this exchange offer registration statement is declared effective; or

        (c)   any holder notifies us on or prior to the 20th business day following the consummation of this exchange offer that:

•

it is not permitted under law or Commission policy to participate in the exchange offer;

•

it cannot publicly resell New Notes that it acquires in the exchange offer without delivering a prospectus, and the prospectus contained in the exchange offer registration statement is not appropriate or available for resales by that holder; or

•

it is a broker-dealer and holds Notes that it has not exchanged and that it acquired directly from us, or one of our affiliates;

then, in addition to or in lieu of conducting the exchange offer, we will be required to file a shelf registration statement with the Commission to cover resales of the Old Notes or the New Notes issued in the exchange offer, as the case may be. In that case, we will use our commercially reasonable efforts (a) to file the shelf registration statement as promptly as practicable after we become obligated to make the filing, (b) to cause the registration statement to become effective by the 90th day after the filing, and (c) to maintain the effectiveness of the registration statement for two years or such lesser period after which all the Notes registered thereunder are no longer transfer restricted notes.

        We will pay additional interest if one of the following "registration defaults" occurs:

•

we do not file the exchange offer registration statement by May 13, 2009;

•

the exchange offer registration statement is not declared effective by November 13, 2009;

•

we do not consummate the exchange offer by the 30th business day after the exchange offer registration statement is declared effective;

•

we do not file the shelf registration statement by the 30th day after we become obligated to file it;

•

the shelf registration statement is not declared effective by the 90th day after we become obligated to file it; or

177

•

the exchange offer registration statement or the shelf registration statement is declared effective, but, prior to the expiration of the applicable registration period, ceases to be effective or the prospectus included as a part of such registration statement ceases to be usable in connection with the exchange offer or resales of any Notes registered under the shelf registration statement.

        If one of these registration defaults occurs, the annual interest rate on the Notes affected thereby will increase by 0.25% per year. The amount of additional interest will increase by an additional 0.25% per year for any subsequent 90-day period until all registration defaults are cured, up to a maximum additional interest rate of 1.0% per year over the interest rate shown on the cover of this prospectus. When we have cured all of the registration defaults, the interest rate on the Notes will revert immediately to the original level.

        Under current Commission interpretations, the New Notes will generally be freely transferable after the exchange offer, except that any broker-dealer that participates in the exchange offer must deliver a prospectus meeting the requirements of the Securities Act when it resells any New Notes. We have agreed to make available a prospectus for these purposes for 90 days after the exchange offer. A broker-dealer that delivers a prospectus is subject to the civil liability provisions of the Securities Act and will also be bound by the registration rights agreement, including indemnification obligations.

        Holders of the Old Notes must make certain representations (as described in the registration rights agreement) to participate in the exchange offer, notably that they are not an affiliate of the Company and that they are acquiring the New Notes in the ordinary course of business and without any arrangement or intention to make a distribution of the New Notes. Holders of Notes may also be required to deliver certain information that is required for a shelf registration statement in order to have their Notes included in the shelf registration statement and to receive the additional interest described above. A broker-dealer that receives New Notes in the exchange offer or as part of its market-making or other trading activities must acknowledge that it will deliver a prospectus when it resells the New Notes.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The exchange of Old Notes for New Notes in the exchange offer will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of a New Note, the holding period of the New Note will include the holding period of the Old Note exchanged therefore, and the basis of the New Note will be the same as the basis of the Old Note immediately before the exchange.

In any event, persons considering the exchange of Old Notes for New Notes should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdictions.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired as a result of market-making activities or other trading activities during the period beginning on the consummation of the exchange offer and ending on the close of business 180 days after the consummation of the exchange offer, or such shorter period as will terminate when all New Notes held by broker-dealers for their own account have been sold pursuant to this prospectus, which we refer to as the "exchange offer registration period". We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale during the exchange offer registration period. In addition, until                        , 2009, all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of New Notes by any broker-dealer. New Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of the methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker- dealer that resells New Notes that were received by it for its own account in the exchange offer or the purchasers of the New Notes, and any broker or dealer that participates in a distribution of the New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For the exchange offer registration period, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests the documents in the letter of transmittal. We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreement and all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the Old Notes, but excluding commissions or concessions of any brokers or dealers, and will indemnify all holders of Notes, including any broker-dealers, and certain parties related to the holders against certain liabilities, including liabilities under the Securities Act.

        We have not entered into any arrangements or understanding with any person to distribute the New Notes to be received in the exchange offer.

LEGAL MATTERS

        Winston & Strawn LLP, Chicago, Illinois, will pass upon the validity of the New Notes and related guarantees.

EXPERTS

        The consolidated balance sheets of Nuveen Investments, Inc. as of December 31, 2007 and 2008, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the periods in the three year period ended December 31, 2008 included herein have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report appearing herein and upon the authority of said firm as experts in accounting and auditing.

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AVAILABLE INFORMATION

        We have filed with the Commission a registration statement on Form S-4 under the Securities Act with respect to the New Notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the New Notes, reference is made to the registration statement. The registration statement and other information can be inspected and copied at the Public Reference Room of the Commission located at 100 F Street N.E., Washington, D.C. 20549. Copies of such materials, including copies of all or any portion of this registration statement, can be obtained from the Public Reference Room of the Commission at prescribed rates. You can call the Commission at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the Commission's home page on the Internet (http://www.sec.gov).

        In addition, pursuant to the indenture governing the Notes, as long as any Notes subject thereto are outstanding, we will be required to file with the Commission, within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept the filing), all quarterly and annual financial information that would be required in a Form 10-K and Form 10-Q (including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants) and all current reports that would be required to be filed on Form 8-K if the Company were required to file such reports (other than those current reports relating to Section 3 (Securities and Trading Markets), Section 5 (Corporate Governance and Management), Section 6 (Asset-Backed Securities) and Section 8 (Other Events) or successor provisions; provided, however, that the Company shall be required to file current reports relating to change of control of the Company, any amendments to the charter documents of the Company or any guarantor and any material modifications to rights of security holders).

        We will provide, without charge, upon the written request of any holder of a Note (or the Trustee on behalf of any holder of a beneficial interest in a Note), the information specified in paragraph (d)(4) of Rule 144A to such holder (or holder of a beneficial interest in a Note) or to the Trustee for delivery to such holder of a Note or prospective purchaser of a Note, as the case may be, unless at the time of the request, we are subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Act. Written requests for this information should be addressed to: Secretary, Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606.

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Nuveen Investments, Inc. and Subsidiaries
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF NUVEEN INVESTMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2008 and 2007	F-3
Consolidated Statements of Income for the Years Ended December 31, 2008, 2007 and 2006	F-4
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2008, 2007 and 2006	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006	F-8
Notes to Consolidated Financial Statements	F-9
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008 (unaudited)	F-67
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2009 and 2008 (unaudited)	F-68
Consolidated Statement of Changes in Shareholders' Equity for the Six Months Ended June 30, 2009 (unaudited)	F-69
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008 (unaudited)	F-70
Notes to Consolidated Financial Statements (unaudited)	F-71

        All Schedules are omitted because they are not applicable, not required or because the required information is included in the Consolidated Financial Statements or Notes thereto.

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors
Nuveen Investments, Inc.:

        We have audited the accompanying consolidated balance sheets of Nuveen Investments, Inc. and subsidiaries (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for the year ended December 31, 2008 (the Successor Period), period November 14, 2007 to December 31, 2007 (the Successor Period), period January 1, 2007 to November 13, 2007 (the Predecessor Period) and the year ended December 31, 2006 (the Predecessor Period). 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 Nuveen Investments, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for the year ended December 31, 2008 (the Successor Period), period November 14, 2007 to December 31, 2007 (the Successor Period), period January 1, 2007 to November 13, 2007 (the Predecessor Period) and the year ended December 31, 2006 (the Predecessor Period), in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 2 to the consolidated financial statements, the consolidated financial statements have been retrospectively adjusted for the adoption of the provisions of Statement of Financial Accounting Standards No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,"("SFAS No. 160"), which became effective on January 1, 2009.

/s/ KPMG LLP

Chicago, Illinois
March 27, 2009, except as to the retrospective adoption of SFAS No. 160 which is as of August 24, 2009.

F-2

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As Adjusted (Note 2)

(in thousands)

						Successor
						December 31, 2008			December 31, 2007
ASSETS
Cash and cash equivalents						$	467,136		$	285,051
Management and distribution fees receivable							98,733			103,866
Other receivables							12,354			51,204
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $82,483 and $76,143, respectively							62,009			46,793
Investments							347,362			489,634
Goodwill							2,299,725			3,376,841
Intangible assets, at cost less accumulated amortization of $72,945 and $8,100, respectively							3,131,355			4,079,700
Current taxes receivable							14,276			235,227
Other assets							21,540			16,989
				Total assets		$	6,454,490		$	8,685,305
LIABILITIES AND EQUITY
Short-term obligations:
	Accounts payable					$	9,633		$	16,931
	Accrued compensation and other expenses						165,021			174,852
	Fair value of open derivatives						78,574			31,687
	Other short-term liabilities						20,642			82,475
			Total short-term obligations				273,870			305,945
Long-term obligations:
	Term notes						4,192,922			3,968,723
	Deferred compensation						—			673
	Deferred income tax liability, net						1,047,518			1,545,388
	Other long-term liabilities						27,042			21,781
			Total long-term obligations				5,267,482			5,536,565
	Total liabilities						5,541,352			5,842,510
	Equity:
		Nuveen Investments shareholders' equity:
			Additional paid-in capital				2,841,465			2,809,165
			Retained earnings/(deficit)				(1,796,162	)		(30,538	)
			Accumulated other comprehensive income/(loss)				(4,200	)		2,853
				Total Nuveen Investments shareholders' equity			1,041,103			2,781,480
		Noncontrolling interest					(127,965	)		61,315
				Total equity			913,138			2,842,795
					Total liabilities and equity	$	6,454,490		$	8,685,305

See accompanying notes to consolidated financial statements.

F-3

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

CONSOLIDATED STATEMENTS OF INCOME

As Adjusted (Note 2)

(in thousands)

			Successor						Predecessor
			For the Year Ended December 31, 2008			For the Period November 14, 2007 to December 31, 2007			For the Period January 1, 2007 to November 13, 2007			For the Year Ended December 31, 2006
Operating revenues:
	Investment advisory fees from assets under management		$	707,430		$	104,207		$	688,057		$	685,847
	Product distribution			9,442			1,294			5,502			4,745
	Performance fees/other revenue			23,919			5,689			20,309			19,236
		Total operating revenues		740,791			111,190			713,868			709,828
Operating expenses:
	Compensation and benefits			282,360			57,693			310,044			263,686
	Severance			54,241			2,167			2,600			732
	Advertising and promotional costs			13,790			1,718			14,618			13,500
	Occupancy and equipment costs			28,850			3,411			23,383			24,184
	Amortization of intangible assets			64,845			8,100			7,063			8,433
	Travel and entertainment			12,304			1,654			9,687			10,158
	Outside and professional services			45,402			6,355			31,486			31,164
	Goodwill impairment			1,089,258			—			—			—
	Intangible asset impairment			885,500			—			—			—
	Other operating expenses			42,001			8,501			38,936			30,697
		Total operating expenses		2,518,551			89,599			437,817			382,554
Other income/(expense)				(235,094	)		(38,581	)		(49,724	)		15,726
Net interest expense				(265,444	)		(36,930	)		(18,991	)		(28,166	)
Income/(loss) before taxes				(2,278,298	)		(53,920	)		207,336			314,834
Income tax expense/(benefit):
	Current			10,170			(50,302	)		92,341			123,000
	Deferred			(383,771	)		33,274			4,871			(2,076	)
		Total income tax expense/(benefit)		(373,601	)		(17,028	)		97,212			120,924
Net income/(loss)				(1,904,697	)		(36,892	)		110,124			193,910
	Less: net income/(loss) attributable to the noncontrolling interests			(139,223	)		(6,354	)		7,211			6,230
Net income/(loss) attributable to Nuveen Investments			$	(1,765,474	)	$	(30,538	)	$	102,913		$	187,680

See accompanying notes to consolidated financial statements.

F-4

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

As Adjusted (Note 2)

(in thousands)

		Nuveen Investments, Inc. & Subsidiaries
		Class A Common Stock		Additional Paid-In Capital			Retained Earnings			Unamortized Cost of Restricted Stock Awards			Accumulated Other Comprehensive Income/(Loss)			Treasury Stock			Noncontrolling Interest			Total
Balance at December 31, 2005		$	1,209	$	246,565		$	965,058		$	(18,337	)	$	864		$	(1,038,536	)	$	25,007		$	181,830
	Net income							187,680												6,230			193,910
	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
	Amortization of equity interests																			11,617			11,617
	Net change in consolidated funds																			8,067			8,067
	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	)
	Purchase of and distributions to noncontrolling interests																			(5,952	)		(5,952	)
Balance at December 31, 2006		$	1,209	$	276,479		$	1,091,136		$	(21,796	)	$	(1,141	)	$	(1,055,168	)	$	44,969		$	335,688
	Change in accounting principle							(903	)														(903	)
Balance at December 31, 2006, restated		$	1,209	$	276,479		$	1,090,233		$	(21,796	)	$	(1,141	)	$	(1,055,168	)	$	44,969		$	334,785
	Net income							102,913												7,211			110,124
	Cash dividends paid							(57,252	)											(545	)		(57,797	)
	Purchase of treasury stock																(41,572	)					(41,572	)
	Compensation expense on options				27,197																		27,197
	Exercise of stock options				(3,082	)		1,362									50,921						49,201
	Grant of restricted stock				11,438			2,117			(18,235	)					12,841						8,161
	Issuance of deferred stock				2												154						156
	Forfeit of restricted stock										1,936						(1,936	)					—
	Amortization of restricted stock awards										38,095												38,095
	Amortization of equity interests																			10,337			10,337
	Net change in consolidated funds																			3,928			3,928
	Tax effect of options exercised				192,192																		192,192
	Tax effect of restricted stock granted				18,361																		18,361
	Other comprehensive income/(loss)													(988	)								(988	)
	Purchase of and distributions to noncontrolling interests																			(6,138	)		(6,138	)

F-5

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)

As Adjusted (Note 2)

(in thousands)

		Nuveen Investments, Inc. & Subsidiaries
		Class A Common Stock			Additional Paid-In Capital			Retained Earnings			Unamortized Cost of Restricted Stock Awards		Accumulated Other Comprehensive Income/(Loss)			Treasury Stock			Noncontrolling Interest			Total
Balance at November 13, 2007		$	1,209		$	522,587		$	1,139,373		$	—	$	(2,129	)	$	(1,034,760	)	$	59,762		$	686,042
	Purchase accounting		(1,209	)		(522,587	)		(1,139,373	)				2,129			1,034,760						(626,280	)
	Net loss								(30,538	)										(6,354	)		(36,892	)
	Cash dividends paid																			(86	)		(86	)
	Member contributions—class A units					2,764,124																	2,764,124
	Member contributions—class A prime units					34,200																	34,200
	Amortization of deferred and restricted class A units					7,451																	7,451
	Vested value of class B units					3,390																	3,390
	Amortization of equity interests																			1,106			1,106
	Net change in consolidated funds																			6,887			6,887
	Other comprehensive income/(loss)													2,853									2,853
	Purchase of and distributions to noncontrolling interests																						—
Balance at December 31, 2007		$	—		$	2,809,165		$	(30,538	)	$	—	$	2,853		$	—		$	61,315		$	2,842,795
	Net Loss								(1,765,474	)										(139,223	)		(1,904,697	)
	Cash dividends paid								(150	)										(5,279	)		(5,429	)
	Amortization of deferred and restricted class A units					5,159																	5,159
	Conversion of right to receive class A units into class A units					(28	)																(28	)
	Vested value of class B units					27,169																	27,169
	Amortization of equity interests																			7,056			7,056
	Net change in consolidated funds																			(19,210	)		(19,210	)
	Other comprehensive income/(loss)													(7,053	)								(7,053	)
	Purchase of and distributions to noncontrolling interests																			(32,624	)		(32,624	)
Balance at December 31, 2008		$	—		$	2,841,465		$	(1,796,162	)	$	—	$	(4,200	)	$	—		$	(127,965	)	$	913,138

F-6

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)

As Adjusted (Note 2)

(in thousands)

				Successor						Predecessor
Comprehensive Income/(Loss) (in 000s):				2008			For the Period 11/14/07 - 12/31/07			For the Period 1/1/07 - 11/13/07			2006
Net income/(loss)				$	(1,904,697	)	$	(36,892	)	$	110,124		$	193,910
Other comprehensive income/(loss):
	Unrealized gains/(losses) on marketable equity securities, net of tax				(22,312	)		(3,094	)		(156	)		4,197
	Reclassification adjustments for realized (gains)/losses				24,422			157			(189	)		(3,321	)
	Terminated cash flow hedge				—			—			(133	)		(241	)
	Deferred tax impact of terminated cash flow hedge				—			—			—			(503	)
	Funded status of retirement plans, net of tax				(9,116	)		5,782			(529	)		(2,134	)
	Foreign currency translation adjustments				(47	)		8			19			(3	)
		Subtotal: other comprehensive income/(loss)			(7,053	)		2,853			(988	)		(2,005	)
			Comprehensive Income/(Loss)	$	(1,911,750	)	$	(34,039	)	$	109,136		$	191,905
			Less:  net income/(loss) attributable to noncontrolling interests		(139,223	)		(6,354	)		7,211			6,230
			Comprehensive income/(loss) attributable to Nuveen Investments	$	(1,772,527	)	$	(27,685	)	$	101,925		$	185,675

Change in Shares Outstanding (in 000s):	2008		2007			2006
Shares outstanding at the beginning of the year		—		78,815			77,715
Shares issued under equity incentive plans		—		2,513			3,083
Shares acquired		—		(862	)		(1,983	)
Repurchase from STA		—		—			—
MDP-led buyout		—		(80,466	)		—
Shares outstanding at the end of the year		—		—			78,815

See accompanying notes to consolidated financial statements.

F-7

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

CONSOLIDATED STATEMENTS OF CASH FLOWS

As Adjusted (Note 2)

(in thousands)

						Successor						Predecessor
						2008			November 14, 2007 to December 31, 2007			January 1, 2007 to November 13, 2007			2006
Cash flows from operating activities:
	Net income/(loss)					$	(1,904,697	)	$	(36,892	)	$	110,124		$	193,910
	Adjustments to reconcile net income/(loss) to net cash provided from operating activities:
			Net (income)/loss attributable to noncontrolling interests				139,223			6,354			(7,211	)		(6,230	)
			Goodwill and intangible asset impairment				1,974,758			—			—			—
			Impairment losses on other-than-temporarily impaired investments				38,313			—			—			—
			Deferred income taxes				(383,771	)		12,550			4,871			(2,076	)
			Depreciation of office property, equipment, and leaseholds				10,344			1,194			8,394			9,425
			Realized (gains)/losses from available-for-sale investments				107			312			(3,027	)		(5,895	)
			Unrealized (gains)/losses on derivatives				46,734			31,485			(420	)		362
			Amortization of intangible assets				64,845			8,100			7,063			8,433
			Amortization of debt related items, net				9,248			1,066			500			533
			Compensation expense for equity plans				39,384			5,113			76,963			41,370
			Net gain on early retirement of Senior Unsecured Notes—5% of 2010				(9,549	)		—			—			—
	Net (increase) decrease in assets:
		Management and distribution fees receivable					7,830			24,545			(41,171	)		(25,308	)
		Current taxes receivable					220,950			(29,668	)		(201,553	)		—
		Other receivables					23,060			(22,519	)		3,925			8,837
		Other assets					(4,532	)		1,561			11,972			(7,204	)
	Net increase (decrease) in liabilities:
		Accrued compensation and other expenses					(13,416	)		3,456			49,990			32,968
		Deferred compensation					(673	)		(37,572	)		2,167			4,993
		Current taxes payable					—			—			—			370
		Accounts payable					(7,351	)		5,423			(2,377	)		(2,516	)
		Other liabilities					5,567			(40,049	)		35,665			(5,040	)
	Other						(4	)		(89	)		(802	)		(1,397	)
				Net cash provided by/(used in) operating activities			256,370			(65,630	)		55,073			245,535
Cash flows from financing activities:
	Proceeds from loans and notes payable						250,000			—			—			—
	Repayments of notes and loans payable						(17,363	)		—			(100,000	)		(50,000	)
	Early retirement of Senior Unsecured Notes—5% of 2010						(8,138	)		—			—			—
	Purchase of noncontrolling interests						(84,935	)		—			(22,500	)		(22,642	)
	Payment of income allocation to noncontrolling interests						(5,696	)		—			(5,996	)		(5,809	)
	Undistributed income allocation for noncontrolling interests						2,286			1,062			7,211			6,230
	Dividends paid						(150	)		—			(57,252	)		(73,139	)
	Conversion of right to receive class A units into class A units						(28	)		—			—			—
	Proceeds from stock options exercised						—			—			49,201			59,462
	Acquisition of treasury stock						—			—			(41,417	)		(90,941	)
	Other, consisting primarily of the tax effect of options exercised						—			—			210,552			22,811
					Net cash provided by/(used in) financing activities		135,976			1,062			39,799			(154,028	)
Cash flows from investing activities:
	Winslow acquisition, net of cash received						(76,900	)		—			—			—
	MDP Transaction						(127	)		(32,019	)		—			—
	HydePark acquisition						—			—			(9,706	)		—
	Purchase of office property and equipment						(24,724	)		(5,114	)		(17,924	)		(11,123	)
	Proceeds from sales of investment securities						21,218			19,182			41,520			46,884
	Purchases of investment securities						(27,180	)		(25,464	)		(50,615	)		(38,765	)
	Net change in consolidated funds						(102,521	)		114,602			(2,715	)		5,716
	Other, consisting primarily of the change in other investments						20			25			(221	)		17
			Net cash provided by/(used in) investing activities				(210,214	)		71,212			(39,661	)		2,729
Effect of exchange rate changes on cash and cash equivalents							(47	)		8			20			(1	)
Increase/(decrease) in cash and cash equivalents							182,085			6,652			55,231			94,235
Cash and cash equivalents:
	Beginning of year						285,051			278,399			223,168			128,933
	End of period					$	467,136			285,051		$	278,399		$	223,168

        See accompanying notes to consolidated financial statements.

F-8

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. ACQUISITION OF THE COMPANY

        On June 19, 2007, Nuveen Investments, Inc. (the "Predecessor") entered into an agreement (the "Merger Agreement") under which a group of private equity investors led by Madison Dearborn Partners, LLC ("MDP") agreed to acquire all of the outstanding shares of the Predecessor for $65.00 per share in cash. The Board of Directors and shareholders of the Predecessor approved the Merger Agreement. The transaction closed on November 13, 2007 (the "effective date").

        On the effective date, Windy City Investments Holdings, LLC ("Holdings") acquired all of the outstanding capital stock of the Predecessor for approximately $5.8 billion in cash. Holdings is owned by MDP, affiliates of Merrill Lynch Global Private Equity and certain other co-investors, and certain of our employees, including senior management. Windy City Investments, Inc. (the "Parent") and Windy City Acquisition Corp. (the "Merger Sub") are corporations formed by Holdings in connection with the acquisition and, concurrently with the closing of the acquisition on November 13, 2007, Merger Sub merged with and into Nuveen Investments, Inc., which was the surviving corporation (the "Successor") and assumed the obligations of Merger Sub by operation of law.

        Unless the context requires otherwise, "Nuveen Investments" or the "Company" refers to the Successor and its subsidiaries, and for periods prior to November 13, 2007, the Predecessor and its subsidiaries.

        The agreement and plan of merger and the related financing transactions resulted in the following events which are collectively referred to as the "Transactions" or the "MDP Transactions":

•

the purchase by the equity investors of Class A Units of Holdings for approximately $2.8 billion in cash and/or through a roll-over of existing equity interest in Nuveen Investments;

•

the entering into by the Merger Sub of a new senior secured credit facility comprised of: (1) a $2.3 billion term loan facility with a term of seven years and (2) a $250.0 million revolving credit facility with a term of six years, which are discussed in Note 7, "Debt";

•

the offering by the Merger Sub of $785 million of senior unsecured notes, which are discussed in Note 7, "Debt";

•

the merger of the Merger Sub with and into Nuveen Investments, which was the surviving corporation; and

•

the payment of approximately $176.6 million of fees and expenses related to the Transactions, including approximately $53.4 million of fees expensed.

        Immediately following the merger, Nuveen Investments became a wholly-owned subsidiary of the Parent and a wholly-owned indirect subsidiary of Holdings.

        The purchase price of the Company has been allocated to the assets and liabilities acquired based on their estimated fair market values as described in Note 3, "Purchase Accounting."

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

        The consolidated statements of income, changes in shareholders' equity and cash flows for the year ended December 31, 2006 and the period January 1, 2007 to November 13, 2007 represent operations of the Predecessor. The consolidated statements of income, changes in shareholders' equity and cash flows for the period from November 14, 2007 to December 31, 2007, and the year ended December 31, 2008 represent the operations of the Successor. The consolidated balance sheets as of December 31, 2008 and 2007 represent the financial condition of the Successor. As a result of the consummation of

F-9

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the Transactions (discussed in Note 1, "Acquisition of the Company") and the application of purchase accounting as of November 13, 2007, the consolidated financial statements for the period after November 13, 2007 (for the Successor period) are presented on a different basis than that for the periods before November 13, 2007 (for the Predecessor period) and therefore are not comparable.

        The consolidated financial statements include the accounts of Nuveen Investments, Inc., its majority-owned subsidiaries, and certain funds which we are required to consolidate (as further discussed in Note 12, "Consolidated Funds") and have been prepared in conformity with U.S. generally accepted accounting principles. All significant intercompany transactions and accounts have been eliminated in consolidation.

        The Company and its subsidiaries offer high-quality investment capabilities through branded investment teams: NWQ, specializing in value-style equities; Nuveen Asset Management ("Nuveen" or "NAM"), focusing on fixed-income investments; Santa Barbara, specializing in stable and conservative growth equities; Tradewinds, specializing in global equities; Winslow, dedicated to traditional growth equities; Symphony, with expertise in alternative investments as well as long-only equity and credit strategies; and HydePark Investment Strategies, which specializes in enhanced equity index strategies. The results of Winslow Capital Management, which was acquired on December 26, 2008, operations are included in the Company's consolidated financial statements since after the date of acquisition.

        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-dealer in securities under the Securities Exchange Act of 1934, as amended, provides investment product distribution and related services for the Company's managed funds.

Retrospective Adoption of SFAS No. 160

        On January 1, 2009, the Company adopted SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51" ("SFAS No. 160"). As a result, the Company has retrospectively changed the classification and presentation of noncontrolling interests, previously referred to as minority interests, in the accompanying consolidated financial statements for all periods presented.

Revisions to Previously Filed Consolidated Financial Statements

        Certain of the Company's 2008 consolidated financial statements, previously filed under Form 8-K on March 31, 2009, have been revised. In order to assess the materiality with respect to these revisions, the Company applied the concepts set forth in Staff Accounting Bulletin 99, "Materiality," and determined that the revisions made to the 2008 consolidated financial statements were immaterial. Accordingly, the Company's consolidated financial statements included herein have been revised to reflect the revisions described below, none of which impacted total equity, net income (loss), cash flow or compliance with debt covenants.

Classification of Impairment Losses Related to Goodwill and Intangible Assets

        In previously filed 2008 consolidated financial statements, impairment losses recorded in the fourth quarter of 2008 related to goodwill ($1.1 billion) and intangible assets ($0.9 billion) were recorded

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

within "Other Income/(Expense)" on the consolidated statement of income. These amounts have been reclassified and are now presented as individual line items within the Operating Expenses section of the 2008 consolidated statement of income. In addition, related disclosures in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," under the headings "Goodwill" and "Other Income/(Expense)" have been revised accordingly.

SFAS 157 Disclosure

        In the previously filed 2008 consolidated financial statements, the table included in Note 5, "SFAS No. 157—Fair Value Measurements," erroneously indicated that $137.9 million of losses related to Underlying Investments in Consolidated Vehicle were included in other comprehensive income. In fact, such amounts were "included in earnings" in the consolidated statement of income. The table in Note 5 has been revised accordingly.

Other

        Certain items previously reported have been reclassified to conform to the current year presentation. Although none of the reclassifications had any effect on net income, certain reclassifications increased shareholders' equity by approximately $7.5 million for the year ended December 31, 2007. Refer to Note 6, "Equity-Based Compensation," for additional information.

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 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 at December 31, 2008 and December 31, 2007 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, 2008,

F-11

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

there were no securities purchased under agreements to resell. At December 31, 2007, the Company had approximately $50 million 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 costs incurred in the development of internal-use software. Software development costs are amortized over a period of not more than five years.

Software Costs

        The Company follows AICPA Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 requires the capitalization of certain costs incurred in connection with developing software for internal use. Capitalized software costs are included within "Furniture, Equipment, and Leasehold Improvements" on the accompanying consolidated balance sheets and are amortized beginning when the software project is complete and placed into service over the estimated useful life of the software (generally three to five years). During 2008, the Company capitalized $8.3 million for costs incurred in connection with developing software for internal use. For the period from January 1, 2007 to November 13, 2007, the Company capitalized $5.2 million for costs incurred in connection with developing software for internal use. For the period from November 14, 2007 to December 31, 2007, the Company capitalized $1.0 million for costs incurred in connection with developing software for internal use. During 2006, the Company capitalized $2.4 million.

Investments

        The accounting method used for the Company's investments is generally dependent upon the type of financial interest the Company has in the investment. For investments where the Company can exert control over financial and operating policies of the investment entity, which generally exists if there is a 50% or greater voting interest, the investment entity is consolidated into the Company's financial statements. For certain investments where the risks and rewards of ownership are not directly linked to voting interests ("variable interest entities" or "VIEs"), an investment entity may be consolidated if the Company, with its related parties, is considered the primary beneficiary of the investment entity. The primary beneficiary determination will consider not only the Company's equity interest, but the benefits and risks associated with non-equity components of the Company's relationship with the investment

F-12

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

entity, including debt, investment advisory and other similar arrangements, in accordance with FASB Interpretation No. 46(R) ("FIN 46(R)"), "Consolidation of Variable Interest Entities."

        Included in total investments of $347 million and $490 million as of December 31, 2008 and 2007, respectively, on the accompanying consolidated balance sheets are underlying securities from consolidated sponsored investment funds managed by the Company and a collateralized loan obligation. These underlying securities approximate $241 million and $372 million at December 31, 2008 and 2007, respectively, and are excluded from the discussion below, regarding the Company's classification of investments as either held-to-maturity, trading, or available-for sale. At December 31, 2008, these underlying securities relate to a collateralized loan obligation ("CLO") that the Company is required to consolidate (refer to Note 12, "Consolidated Funds" for additional information). At December 31, 2007, these underlying securities relate to the CLO as well as two funds in which the Company was the majority investor in those funds, and therefore, the Company was required to consolidate these funds in its consolidated financial statements (also refer to Note 12, "Consolidated Funds," for additional information).

        Investments consist of securities classified as either: held-to-maturity, trading, or available-for-sale.

        At December 31, 2008 and 2007, the Company did not hold any investments that it classified as held-to-maturity.

        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, 2008, there were no investments classified as trading securities. At December 31, 2007, there were approximately $2 million in investments classified as trading securities.

        Investments not classified as either held-to-maturity 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 in accumulated other comprehensive income ("AOCI"), a separate component of shareholders' equity, until realized. Realized gains and losses are reflected as a component of "Other Income/(Expense)". At December 31, 2008 and 2007, approximately $106 million and $116 million of investments, respectively, were classified as available-for-sale and consisted primarily of Company-sponsored products or portfolios that are not yet 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.

        Realized gains and losses 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.

F-13

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        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, 2008 and 2007, are as follows:

(in 000s)		Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
At December 31, 2008
	Equity	$	54,552	$	332	$	—		$	54,884
	Taxable Fixed Income		52,728		5		(1,650	)		51,083
		$	107,280	$	337	$	(1,650	)	$	105,967
At December 31, 2007
	Equity	$	66,523	$	—	$	(3,408	)	$	63,115
	Taxable Fixed Income		54,157		74		(1,480	)		52,751
		$	120,680	$	74	$	(4,888	)	$	115,866

        In accordance with purchase accounting for the MDP Transactions, investments were written-up/down to fair value as of November 13, 2007. As a result, the unrealized gains/losses at December 31, 2007 represent unrealized gains/losses for the period from November 14, 2007 to December 31, 2007. Furthermore, as of December 31, 2007, no investments had unrealized losses for greater than 12 months, as the cost basis for investments was marked to fair value as of November 13, 2007 in accordance with purchase accounting for the MDP Transactions.

        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. Although the Company has written investments up/down to their fair value as of November 13, 2007 as a result of purchase accounting for the MDP Transactions, due to the recent steep global economic decline, the Company recorded a realized loss totaling $38.3 million for other-than-temporary impairment on available-for-sale securities that are not expected to recover in the near term. This charge is included in "Other Income/(Expense)" on the Company's consolidated statement of income for the year ended December 31, 2008.

        The following table presents information about the Company's investments with unrealized losses at December 31, 2008 (in 000s):

	Less than 12 months					12 months or longer				Total
December 31, 2008	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Sponsored funds	$	300	$	(1,650	)	$	—	$	—	$	300	$	(1,650	)

        Of the approximately $347 million and $490 million in total investments at December 31, 2008, and 2007, respectively, approximately $55 million and $65 million, respectively, relates to equity-based funds and accounts and $292 million and $425 million, respectively, relates to fixed-income funds or accounts.

F-14

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 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.

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.

        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 on accounting for transactions in which an entity obtains employee services through share-based payment transactions. SFAS No. 123R requires measurement of 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 is to 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 Predecessor's consolidated financial statements.

Accumulated Other Comprehensive Income/(Loss)

        The Company's accumulated other comprehensive income/(loss) ("AOCI"), which is a separate component of shareholders' equity, consists of: (1) changes in unrealized gains and losses on certain investment securities classified as available-for-sale (recorded net of tax); (2) reclassification adjustments for realized gains/(losses) on those investment securities classified as available-for-sale; (3) activity related to cash flow hedges; (4) activity related to the Company's qualified pension and post-retirement plans (recorded net of tax); and (5) foreign currency translation adjustments. Each of these items is described below.

        During 2008, the Company recorded a net loss of approximately $22.3 million (net of tax) in AOCI related to unrealized losses on investment securities classified as available-for-sale. Certain available-for-sale securities were liquidated during 2008 that resulted in a realized loss of $5.1 million. During 2008, the Company realized a loss of approximately $19.3 million (net of tax) for

F-15

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

other-than-temporarily-impaired investments. As a result of the liquidations and charge-off for other-than-temporarily impaired investments, approximately $24.4 million of losses were reclassified out of unrealized loss included in AOCI and, instead, reflected in realized losses included in "Other Income/(Expense)" on the Company's consolidated statement of income.

        For the period from November 14, 2007 to December 31, 2007, the Company recorded a net loss of approximately $3.1 million (net of tax) in AOCI related to unrealized losses on investment securities classified as available-for-sale. During this time, certain available-for-sale securities were liquidated that resulted in a realized loss of $0.2 million. This $0.2 million loss was reclassified out of unrealized loss included in AOCI and, instead, reflected in realized losses included in "Other Income/(Expense)" on the Company's consolidated statement of income for the period from November 14, 2007 to December 31, 2007.

        At November 13, 2007, a $2.2 million net unrealized gain on investments (net of tax) that had been included in AOCI was written off during the purchase accounting for the MDP Transactions in order to write investments up/down to fair value.

        For the period from January 1, 2007 to November 13, 2007, the Company recorded a net loss of approximately $0.1 million (net of tax) in AOCI related to unrealized losses on investment securities classified as available-for-sale. During this time, certain available-for-sale securities were liquidated that resulted in a realized loss of $0.2 million. This $0.2 million loss was reclassified out of unrealized loss included in AOCI and, instead, reflected in realized losses included in "Other Income/(Expense)" on the Company's consolidated statement of income for the period from January 1, 2007 to November 13, 2007.

        For the year ended December 31, 2006, the Company recorded a net gain of approximately $4.2 million (net of tax) in AOCI related to unrealized gains on investment securities classified as available-for-sale. During this time, certain available-for-sale securities were liquidated that resulted in a realized gain of $3.3 million. This $3.3 million gain was reclassified out of unrealized gain in AOCI and, instead, reflected in realized gains included in "Other Income/(Expense)" on the Company's consolidated statement of income for the year ended December 31, 2006.

        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 of $1.3 million for 2008, deferred tax benefits of $1.9 million for the period November 14, 2007 to December 31, 2007, deferred tax benefits of $0.1 million for the period from January 1, 2007 to November 13, 2007, and deferred tax liabilities of $0.3 million for the year ended December 31, 2006.

        The next source of activity in AOCI relates to cash flow hedges. During 2005, the Predecessor entered into cash flow hedges for its Senior Term Notes (refer to Note 7, "Debt," and Note 9, "Derivative Financial Instruments," for additional information). The Company terminated these cash flow hedges in 2005 and deferred a $1.6 million gain in AOCI for 2005. This deferred gain was being reclassified into current earnings commensurate with the recognition of interest expense on the Senior Term Notes. During 2006, the amortization of this gain approximated $0.2 million. For the period January 1, 2007 to November 13, 2007, the amortization of this gain approximated $0.1 million. At November 13, 2007, the remaining unamortized deferred gain of $1.1 million in AOCI was written off in purchase accounting for the MDP Transactions.

F-16

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The next source of activity in AOCI relates to the Company's pension and post-retirement plans. As further discussed in Note 13, "Retirement Plans," SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158") requires that companies recognize in AOCI (net of tax) gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, "Employers' Accounting for Pensions," or SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions." Amounts recorded in AOCI are actuarially determined and are adjusted as they are subsequently recognized as components of net periodic benefit cost. For the year ended December 31, 2006, the Company recorded a net loss of $2.1 million in AOCI for its pension and post-retirement plans. For the period from January 1, 2007 to November 13, 2007, the Company recorded a net loss of $0.5 million in AOCI for its pension and post-retirement plans. At November 13, 2007 and as a result of applying purchase accounting for the MDP Transactions, the Company wrote off the net unamortized deferred loss of $5.0 million remaining in AOCI as of November 13, 2007 related to its pension and post-retirement plans. After a revaluation of pension and post-retirement liabilities in connection with purchase accounting for the MDP Transactions, the Company recorded a net deferred gain (net of tax) of approximately $5.8 million as of December 31, 2007 in AOCI. For the year ended December 31, 2008, the Company recorded a deferred loss (net of tax) of $9.1 million in AOCI related to its pension and post-retirement plans.

        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, the Company recorded approximately $3 thousand of foreign currency translation losses to AOCI. For the period from January 1, 2007 to November 13, 2007, the Company recorded approximately $19 thousand in foreign currency translation gains to AOCI. At November 13, 2007 and in connection with the application of purchase accounting for MDP Transactions, the Company wrote off foreign currency translation gains of $21 thousand. For the period from November 14, 2007 to December 31, 2007, the Company recorded approximately $8 thousand in foreign currency translation gains to AOCI. For the year ended December 31, 2008, the Company recorded $47 thousand in foreign currency translation losses to AOCI.

        The following table presents accumulated other comprehensive income/(loss) as of December 31, 2008 and 2007 as presented on the accompanying consolidated balance sheets:

Accumulated Other Comprehensive Income/(Loss):

(in 000s)

	12/31/08			12/31/07
Unrealized gains/(losses) on available-for-sale securities, net of tax	$	(827	)	$	(2,937	)
Funded status of retirement plans, net of tax		(3,334	)		5,782
Foreign currency translation adjustment		(39	)		8
Accumulated Other Comprehensive Income/(Loss)	$	(4,200	)	$	2,853

        The Company's total comprehensive income/(loss) was approximately ($1,772.5 million) for 2008, ($27.7 million) for the period from November 14, 2007 to December 31, 2007, $101.9 million for the

F-17

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

period from January 1, 2007 to November 13, 2007, and $185.7 million for the year ended December 31, 2006.

Goodwill

        SFAS No. 142, "Goodwill and Other Intangible Assets" ("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. Intangible assets are amortized over their useful lives.

        The Predecessor utilized May 31 as its measurement date for the annual SFAS No. 142 impairment test. The Successor has chosen December 31 as its measurement date for the annual SFAS No. 142 impairment test. For the Predecessor, 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 indicated any impairment of goodwill.

        However, as a result of the recent steep global economic decline that first began at the end of 2007, the Successor has identified approximately $1.1 billion of impairment on goodwill and $0.9 billion of impairment on indefinite-lived intangible assets as of December 31, 2008. The amount of the impairment was determined by the Company following the Company's annual impairment test in accordance with SFAS No. 142, and included the assistance of certain valuation work performed by a nationally recognized independent consulting firm. This non-cash impairment charge is reflected on the Company's December 31, 2008 consolidated balance sheet as well as in "Goodwill impairment" and "Intangible asset impairment" on the Company's consolidated statement of income for the year ended December 31, 2008.

        For purposes of the impairment test, the Successor has utilized four reporting units. These reporting units are one level below the Company's operating segment and were determined based on how the Company manages its business, including internal reporting structure, management accountability and resource prioritization process.

        For the valuation methodology used in the SFAS No. 142 impairment test, the Company employed both an income approach (discounted cash flow method) as well as a market approach (guideline company method), with a 50.0% and a 50.0% weighting, respectively, being used in determining the fair value of certain reporting units as of the valuation date. For indefinite-lived intangibles, the Excess Earnings approach was utilized to value certain investment management contracts and the Relief from Royalty approach was utilized to value the Tradename as part of the SFAS No. 142 impairment test valuation.

        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 the Company believes that its testing was appropriate, the use of different assumptions may have resulted in recognizing a different amount of goodwill impairment.

        Prior to the MDP Transactions, the Predecessor had goodwill arising from various acquisitions and repurchases of minority interests. At November 13, 2007, goodwill from the Predecessor was written-off as a result of purchase accounting for the MDP Transactions.

F-18

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following table presents a reconciliation of activity in goodwill from December 31, 2006 to December 31, 2008, as presented on the Company's consolidated balance sheets:

(in 000s)
Balance at December 31, 2006		$	634,290
	Repurchase of NWQ minority interests		22,500
	Santa Barbara acquisition costs		(5	)
	HydePark acquisition		13,263
	Purchase accounting—write-off of Predecessor's goodwill		(670,048	)
	Purchase accounting—new goodwill from MDP Transactions		3,376,841
Balance at December 31, 2007		$	3,376,841
	Repurchase of minority interests		59,965
	True-ups of MDP Transactions goodwill		(121,625	)
	Winslow acquisition (see Note 10)		73,458
	SFAS 142 impairment		(1,088,914	)
Balance at December 31, 2008		$	2,299,725

Intangible Assets

        For the Predecessor, intangible assets consisted primarily of the estimated value of customer relationships resulting from the Symphony, NWQ, Santa Barbara and HydePark acquisitions. The Predecessor did not have any intangible assets with indefinite lives. The Predecessor amortized intangible assets over their estimated useful lives.

        As a result of the MDP Transactions, the remaining unamortized value of intangible assets from the Predecessor period as of November 13, 2007 was written-off in purchase accounting. The Successor then recorded new intangible assets arising from the MDP Transactions. Independent third-party appraisers were engaged to assist management and perform a valuation of certain tangible and intangible assets acquired and liabilities assumed. The Successor recorded purchase accounting adjustments to establish intangible assets for trade names, investment contracts and customer relationships. Of the new intangible assets recorded as a result of the MDP Transactions, only one intangible asset is amortizable—the $972.6 million (per the final valuation; $972.0 million per the initial valuation) intangible asset recorded for customer relationships—managed accounts ("MA"). The other three intangible assets recorded as a result of the MDP Transactions, trade names, investment contracts—closed end funds ("CEF"), and investment contracts—mutual funds ("MF"), are indefinite-lived.

        As mentioned in the "Goodwill" section, above, during the Company's annual SFAS No. 142 impairment test and as a result of the recent steep global economic decline, as of December 31, 2008, the Company has recorded approximately $0.9 billion of non-cash impairment on indefinite-lived intangible assets.

F-19

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following table presents a reconciliation of activity in Intangible Assets from December 31, 2006 to December 31, 2008, as presented on the Company's consolidated balance sheets:

(in 000s)
Balance at December 31, 2006			$	67,374
	HydePark acquisition:
		Intangibles		4,163
	Amortization of:
		Symphony customer relationships		(1,933	)
		NWQ customer relationships		(2,213	)
		Santa Barbara customer relationships		(2,531	)
		Santa Barbara Trademark / Tradename		(164	)
		HydePark intangibles		(223	)
Purchase accounting—write-off of net remaining unamortized value of Predecessor intangible assets				(64,473	)
Purchase accounting—new intangible assets arising from the MDP Transactions:
		Trade names		273,800
		Investment contracts—CEF		1,551,400
		Investment contracts—MF		1,290,600
		Customer relationships—MA		972,000
	Amortization of:
		Customer relationships—MA		(8,100	)
Balance at December 31, 2007			$	4,079,700
True-ups from the final valuation for new intangible assets arising from the MDP Transactions:
		Investment contracts—CEF		800
		Investment contracts—MF		600
		Customer relationships—MA		600
	Amortization of:
		Customer relationships—MA		(64,845	)
	SFAS 142 impairment			(885,500	)
Balance at December 31, 2008			$	3,131,355

F-20

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following table reflects the gross carrying amounts and the accumulated amortization amounts for the Company's intangible assets as of December 31, 2008 and 2007:

		As of December 31, 2008				As of December 31, 2007
(in 000s)		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
MDP Transactions—
Trade Names		$	184,900		—	$	273,800		—
Investment Contracts—CEF			1,277,900		—		1,551,400		—
Investment Contracts—MF			768,900		—		1,290,600		—
Customer Relationships—MA			972,600		72,945		972,000		8,100
	Total	$	3,204,300	$	72,945	$	4,087,800	$	8,100

        For the year ended December 31, 2008 and the period from November 14, 2007 to December 31, 2007, the Successor's amortization expense relating to the Successor's one amortizable intangible asset was $64.8 million and $8.1 million, respectively. The approximate useful life of this intangible asset, Customer Relationships—MA, is 15 years. The estimated amortization expense for each of the next five years is approximately $64.8 million.

        For the period from January 1, 2007 to November 13, 2007, the aggregate amortization expense relating to the Predecessor's amortizable intangible assets was approximately $7.1 million. For the year ended December 31, 2006, the aggregate amortization expense relating to the Predecessor's amortizable intangible assets was approximately $8.4 million. The Predecessor did not have any indefinite lived intangible assets. The approximate useful lives of the Predecessor's intangible assets were as follows: Symphony customer relationships—19 years; Symphony internally developed software—5 years; NWQ customer relationships—9 years; Santa Barbara customer relationships—9 years; and Santa Barbara Trademark/Tradename—9 years.

Other Receivables and Other Short-Term Liabilities

        Included in other receivables and other liabilities are receivables from and payables to broker-dealers and customers, primarily in conjunction with unsettled trades, as well as receivables for investments sold and payables for investments purchased related to funds that the Company is required to consolidate (refer to Note 12, "Consolidated Funds," for additional information). At December 31, 2008 and December 31, 2007, receivables due from broker-dealers were approximately $0.2 million and $1.8 million, respectively. At December 31, 2008, there were no payables due to broker-dealers. At December 31, 2007, there were approximately $1.3 million of payables due to broker-dealers. Receivables for investments sold related to the consolidated funds were approximately $2.7 million and $18.6 million at December 31, 2008 and 2007, respectively. Payables for investments purchased related to the consolidated funds were approximately $10.2 million and $78.7 million at December 31, 2008 and 2007, respectively.

F-21

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other Assets

        At December 31, 2008 and 2007, "Other Assets" include approximately $3.8 million and $7.4 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. Also included in "Other Assets" at December 31, 2008 and 2007, are approximately $4.0 million and $4.4 million, respectively, of deferred issuance costs from the CLO which the Company is required to consolidate (refer to Note 12, "Consolidated Funds," for additional information). At December 31, 2008, "Other Assets" also includes $8.6 million in prepaid retention payments.

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.

F-22

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

		2008				2007
(in 000s) December 31,		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
	Cash and cash equivalents	$	467,136	$	467,136	$	285,051	$	285,051
	Fees receivable		98,733		98,733		103,866		103,866
	Other receivables		12,354		12,354		51,204		51,204
	Underlying securities in consolidated funds		241,180		241,180		371,827		371,827
	Marketable securities		105,967		105,967		117,450		117,450
	Open derivatives		—		—		17		17
Liabilities:
	Long-term notes	$	3,864,883	$	1,346,099	$	3,650,000	$	3,511,297
	Accounts payable		9,633		9,633		16,931		16,931
	Open derivatives		78,574		78,574		31,687		31,687

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

        The following is a summary of Other Income/(Expense) for the year ended December 31, 2008 (Successor), the period from November 14, 2007 to December 31, 2007 (Successor), the period from

F-23

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

January 1, 2007 to November 13, 2007 (Predecessor), and the year ended December 31, 2006 (Predecessor):

(in 000s)			12/31/08			11/14/07 - 12/31/07			1/1/07 - 11/13/07			12/31/06
For the year/period ended
	Gains/(Losses) on Investments		$	(199,720	)	$	(33,110	)	$	3,942		$	15,466
	Gains/(Losses) on Fixed Assets			(4	)		—			(101	)		(171	)
	Other-than-temporary impairment loss			(38,315	)
	Miscellaneous Income/(Expense)			2,945			(5,471	)		(53,565	)		431
		Total	$	(235,094	)	$	(38,581	)	$	(49,724	)	$	15,726

        Total other expense for 2008 is $235.1 million. Approximately $38.3 million of this loss is for other-than-temporary impairment on available-for-sale securities investments. Included in gains/(losses) on investments is $46.8 million of non-cash unrealized mark-to-market losses on derivative transactions entered into as a result of the MDP Transactions (refer to Note 9, "Derivative Financial Instruments," for additional information). Also included in gains/(losses) on investments is $148.8 million in non-cash losses on the consolidated CLO (refer to Note 12, "Consolidated Funds" for additional information). In addition, the Company recorded approximately $2.2 million in miscellaneous expense as a result of the consolidation of the CLO.

        Total other expense for the period from November 14, 2007 to December 31, 2007 was $38.6 million, which is primarily due to the mark-to-market on the new debt derivatives (refer to Note 9, "Derivative Financial Instruments," for additional information). Also included in other income/(expense) for the period from November 14, 2007 to December 31, 2007 is $3.4 million of MDP Transactions related expenses.

        Total other expense for the period from January 1, 2007 to November 13, 2007 was $49.7 million. Included in the $49.7 million was $47.7 million of MDP Transactions related expenses and $6.2 million for a trailer fee payment (refer to Note 15, "Trailer Fees," for additional information).

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

Net Interest Expense

        The following is a summary of Net Interest Expense for the year ended December 31, 2008 (Successor), the period from January 1, 2007 to November 13, 2007 (Predecessor), the period from

F-24

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

November 14, 2007 to December 31, 2007 (Successor), and the year ended December 31, 2006 (Predecessor):

(in 000s) For the year/period ended			12/31/08			11/14/07 - 12/31/07			1/11/07 - 11/13/07			12/31/06
	Dividends and Interest Income		$	41,172		$	4,590		$	11,402		$	11,388
	Interest Expense			(306,616	)		(41,520	)		(30,393	)		(39,554	)
		Total	$	(265,444	)	$	(36,930	)	$	(18,991	)	$	(28,166	)

        Interest expense increased substantially in 2008 due to the significant increase in outstanding debt from the MDP Transactions. Included in interest expense is $9.5 million of net interest revenue related to the consolidated CLO, which is comprised of $30.8 million in dividend and interest revenue, offset by $21.3 million of interest expense.

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. Valuation allowances may be established, when necessary, to reduce deferred tax assets to amounts expected to be realized. At December 31, 2008 and 2007, the Company had $4.9 million and $3.8 million in valuation allowances related to state net operating loss carryforwards due to the uncertainty that the deferred tax assets will be realized. The $3.8 million valuation allowance at December 31, 2007 was recorded through purchase accounting for the MDP Transactions.

Supplemental Cash Flow Information

        The Company paid $290.6 million in interest for the year ended December 31, 2008, $43.6 million for the period from November 14, 2007 to December 31, 2007, $34.3 million for the period from January 1, 2007 to November 13, 2007, and $36.7 million for the year ended December 31, 2006. This compares with interest expense reported in the Company's consolidated statements of income of $306.6 million, $41.5 million, $30.4 million, and $39.6 million for the respective periods.

        During the year ended December 31, 2008, the Company paid approximately $6.4 million for state and federal income taxes. In addition, during 2008, the Company received approximately $208.6 million of tax refunds for federal returns, which included $68.3 million in federal tax overpayments for the period from January 1, 2007 to November 13, 2007 (Predecessor period) and $140.3 million for returns that were amended to claim loss carrybacks. The Company also received approximately $8.3 million of tax refunds for state return overpayments. There were no federal or state income taxes paid for the period from November 14, 2007 to December 31, 2007. For the period from January 1, 2007 to November 13, 2007, the Company paid approximately $83.3 million in state and federal income taxes. For the year ended December 31, 2006, the Company paid $101.9 million in state and federal income

F-25

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

taxes. State and federal income taxes paid 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.

3. PURCHASE ACCOUNTING

        The Transactions (discussed in Note 1, "Acquisition of the Company") have been accounted for as a purchase in accordance with SFAS No. 141, "Business Combinations," whereby the purchase price paid to effect the Transactions was allocated to record acquired assets and liabilities at fair value. The Transactions and the allocation of the purchase price have been recorded as of November 13, 2007. The purchase price was $5.8 billion.

        Independent third-party appraisers were engaged to assist management and perform a valuation of certain tangible and intangible assets acquired and liabilities assumed. As of December 31, 2007, the Company has recorded purchase accounting adjustments to establish intangible assets for trade names, investment contracts and customer relationships and to revalue the Company's pension plans, among other things.

        Allocation of the purchase price for the acquisition of the Company is based on estimates of the fair value of net assets acquired. The purchase price paid by Holdings to acquire the Company and related purchase accounting adjustments were "pushed down" and recorded on Nuveen Investments and its subsidiaries' financial statements and resulted in a new basis of accounting for the "Successor" period beginning on the day the acquisition was completed.

F-26

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

3. PURCHASE ACCOUNTING (Continued)

        The purchase price has been allocated as follows (in thousands):

Cash consideration purchase price:
		Paid to shareholders	$	5,772,498
		Transaction costs		77,051
				5,849,549
Net assets acquired:
	Cash and investments at fair value			427,302
	Receivables			143,455
	Property and equipment			42,873
	Taxes receivable			205,560
	Other assets			14,200
	Resultant intangible assets recorded:
		Trade names		273,800
		Investment contracts		2,842,000
		Customer relationships		972,000
	Current liabilities assumed			(236,547	)
	Fair value of long-term debt			(545,223	)
	Other long-term obligations assumed			(103,199	)
	Noncontrolling interests			(59,551	)
	Tax impact of purchase accounting adjustments			(1,503,962	)
Net assets acquired at fair value				2,472,708
Goodwill—MDP Transactions as of December 31, 2007			$	3,376,841
Purchase accounting true-ups:
	Final valuation: increase in intangibles			(2,000	)
	Other, primarily tax adjustments			(119,625	)
SFAS 142 impairment (refer to Note 2)				(1,088,914	)
Goodwill—MDP Transactions as of December 31, 2008			$	2,166,302

        Goodwill arising from the MDP Transactions is not deductible for tax purposes.

        Total fees and expenses related to the MDP Transactions were approximately $176.6 million, consisting of approximately $53.4 million of indirect transaction costs which were expensed, $42.9 million of direct acquisition costs which were capitalized, and $80.3 million of deferred financing costs. Such fees include commitment, placement, financial advisory and other transaction fees as well as legal, accounting, and other professional fees. The direct costs are included in the purchase price and are a component of goodwill. Deferred financing costs are being amortized over their respective terms—7 years for the $2.3 billion term loan facility and 8 years for the $785 million 10.5% senior term notes. All deferred financing costs are amortized using the effective interest method. See Note 7, "Debt," for a complete description of the new debt.

F-27

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

4. RESTRUCTURING CHARGES

        During the fourth quarter of 2008, the Company reduced its workforce by approximately 10%. This action was the result of a cost cutting initiative designed to streamline operations, enhance competitiveness and better position the Company in the asset management marketplace. The Company recorded a pre-tax restructuring charge of approximately $54 million for the year ended December 31, 2008 for severance and associated outplacement costs.

5. SFAS No. 157—FAIR VALUE MEASUREMENTS

        On September 15, 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.

        In February 2008, the FASB issued Staff Position 157-2 ("FSP 157-2"). FSP 157-2 permits delayed adoption of SFAS No. 157 for certain non-financial assets and liabilities, which are not recognized at fair value on a recurring basis, until fiscal years and interim periods beginning after November 15, 2008. As permitted by FSP 157-2, the Company has elected to delay the adoption of SFAS No. 157 for qualifying non-financial assets and liabilities, such as property, plant, and equipment, goodwill and intangible assets. The Company is in the process of evaluating the impact, if any, that the application of SFAS No. 157 to its non-financial assets will have on the Company's consolidated results of operations or financial position.

        SFAS No. 157 itself does not require that fair value be applied to specific items; it merely clarifies how to value items that must be measured at fair value.

        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. 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, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the company's mark-to-market model value. The standard also requires expanded disclosure of the effect on earnings for items measured using unobservable data.

        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 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions a market participant would use in pricing an asset or a liability.

        SFAS No. 157 establishes a fair value hierarchy that prioritizes 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). SFAS No. 157 requires that fair value measurements be separately disclosed by level within the fair value hierarchy in order to distinguish between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2

F-28

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

5. SFAS No. 157—FAIR VALUE MEASUREMENTS (Continued)

of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Specifically:

•

Level 1—inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2—inputs to the valuation methodology other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, through corroboration with observable market data (market-corroborated inputs).

•

Level 3—inputs to the valuation methodology that are unobservable inputs for the asset or liability—that is, inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk) developed based on the best information available in the circumstances.

        In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

        The following table presents information about the Company's fair value measurements at December 31, 2008 (in 000s):

					Fair Value Measurements at December 31, 2008 Using
Description		December 31, 2008			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
	Available-for-sale securities	$	105,967		$	72,179		$	14,796	$	18,992
	Underlying investments from consolidated vehicle		241,180			—			—		241,180
	Other investments		215			—			—		215
Liabilities
	Derivative financial instruments	$	(78,574	)	$	(52	)		—	$	(78,522	)

F-29

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

5. SFAS No. 157—FAIR VALUE MEASUREMENTS (Continued)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

			Available-for-Sale Securities			Underlying Investments in Consolidated Vehicle			Other Investments			Derivative Financial Instruments			Total
Beginning balance (as of January 1, 2008)			$	28,598		$	337,529		$	356		$	—		$	366,483
	Total gains or losses (realized/unrealized)			(11,006	)		(148,826	)		(120	)					(159,952	)
		Included in earnings		(9,832	)		(148,826	)		(120	)					(158,778	)
		Included in other comprehensive income		(1,174	)		—			—						(1,174	)
	Purchases and sales			1,650			52,477			(21	)					54,106
	Transfers in and/or out of Level 3			(250	)		—			—			(78,522	)		(78,772	)
Ending balance (as of December 31, 2008)			$	18,992		$	241,180		$	215		$	(78,522	)	$	181,865

Available-for-Sale Securities

        Approximately $72.2 million of the Company's available-for-sale securities are classified as Level 1 financial instruments, as they are valued based on unadjusted quoted market prices. The majority of these investments are investments in the Company's managed accounts and certain product portfolios (seed investments). Approximately $14.8 million of the Company's available-for-sale investments are considered to be Level 2 financial instruments, as they are valued based on quoted prices in less liquid markets.

        As further discussed in Note 11, "Investments in Collateralized Loan and Debt Obligations," the Company also has $2.1 million invested in the equity of collateralized debt obligation entities for which it acts as a collateral manager. This $2.1 million investment is included in "available-for-sale" securities and the Company considers these investments to be Level 3 financial instruments, as the valuations for these investments are based on cash flow estimates and the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk), as developed based on the best information available in the circumstances. At December 31, 2008, the Company also holds $14.0 million in auction rate preferred stock of an unaffiliated issuer. As the auctions for auction rate preferred stock began to fail on a widespread basis in the beginning of 2008, the Company considers these investments as Level 3 financial instruments, as there is currently no liquid market for these investments. At December 31, 2008, the Company also has approximately $2.8 million invested in seed account portfolios whose underlying investment securities are invested in emerging markets.

Underlying Investments from Consolidated Vehicle

        As further discussed in Note 12, "Consolidated Funds—Symphony CLO V," the Company is required to consolidate into its financial results an investment vehicle, Symphony CLO V, in which the

F-30

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

5. SFAS No. 157—FAIR VALUE MEASUREMENTS (Continued)

Company has no equity interest, but for which an affiliate of MDP is the majority equity holder. The underlying investment securities in Symphony CLO V are predominantly syndicated loans whose fair values are derived from broker-quotes. The Company does not normally make adjustments to broker-quotes. However, the Company considers these investments to be Level 3 financial instruments, as a significant portion of the inputs to the broker-quotes are unobservable.

Other Investments

        The Company holds a general partner interest in certain limited partnerships for which one of its subsidiary companies is the advisor. The Company considers these investments to be Level 3 financial instruments, as the fair value of these investments is based on valuation pricing models.

Derivative Financial Instruments

        As further discussed in Note 9, "Derivative Financial Instruments," the Company uses derivative instruments to manage the economic impact of fluctuations in interest rates related to its long-term debt and to mitigate the overall market risk for certain product portfolios.

Derivative Instruments Related to Long-Term Debt

        Currently, the Company uses interest rate swaps and an interest rate collar to manage its interest rate risk related to its long-term debt. These are not designated in a formal hedge relationship under the provisions of SFAS No. 133. The valuation of these derivative instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

        The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair value of the interest rate collar is determined using the market standard methodology of discounting the future expected cash payments that would occur if variable interest rates fell below the floor strike rate or the cash receipts that would occur if variable interest rates rose above cap strike rate. The variable interest rates used in the calculation of projected cash flows on the collar are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

        To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. At December 31, 2008, these credit valuation adjustments approximate $43.9 million. The Company did not record any credit valuation adjustments at December 31, 2007, as SFAS No. 157 was not applicable.

F-31

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

5. SFAS No. 157—FAIR VALUE MEASUREMENTS (Continued)

        Although the Company has determined that the majority of the inputs used to value its derivatives related to long-term debt fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As the credit valuation adjustment at December 31, 2008 is significant to the overall valuation of these derivative positions, the Company has determined that its valuations for derivatives related to its long-term debt in their entirety should be classified in Level 3 of the fair value hierarchy.

        Counterparty risk, otherwise known as default risk, is the risk that an organization will fail to perform on its obligations when due, either because of temporary liquidity issues or longer-term systemic issues. Although the Company is subject to counterparty risk with respect to derivative instruments related to long-term debt, as of December 31, 2008, all of the Company's derivative instruments related to long-term debt are in a negative position—meaning that the fair value of these open derivatives represents a net liability owed by the Company to various counterparties. The Company does not have any collateral posted on deposit with any of its counterparties for any of the derivative instruments related to long-term debt. The Company attempts to minimize counterparty risk on derivative instruments related to long-term debt by entering into derivative contracts with major banks and financial institutions that the Company already has established relationships with.

Derivative Instruments Related to Certain Product Portfolios

        At December 31, 2008, the Company holds futures contracts that have not been designated as hedging instruments under SFAS No. 133 in order to mitigate the overall market risk of certain product portfolios. As the valuations for these futures contracts are directly received from the counterparty, the futures arm of a nationally recognized bank, the Company has determined that the valuations for the derivatives related to certain product portfolios are classified in Level 1 of the fair value hierarchy, as all valuations for these derivatives are quoted prices (unadjusted) in active markets for identical assets or liabilities.

6. EQUITY-BASED COMPENSATION

Class A Units and Class B Units—Successor Entity

        Effective as of the closing of the MDP Transactions, the prior stock option and restricted stock plans of the Predecessor were terminated and all stock option and restricted stock awards were paid out as described below. Various subsidiary equity opportunity programs (also described below) survived the MDP Transactions and the terms of these various programs remained unchanged.

        In connection with the MDP Transactions, the Company entered into new equity arrangements with certain employees including members of senior management of the Company ("Employee Participants"). The new equity consists of ownership interests in Holdings. There are two classes of these ownership interests: Class A Units and Class B Units. The rights and obligations of Holdings and the holders of its Class A and Class B Units are generally set forth in Holdings' limited liability company agreement, Holdings' unitholders' agreement and the individual Class A and Class B Unit purchase agreements entered into with the respective unitholders (the "equity agreements").

F-32

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

6. EQUITY-BASED COMPENSATION (Continued)

        Certain Employee Participants purchased 7,247,295 Class A Units (approximately 3% of Holdings' Class A Units). The remaining Class A Units were purchased by MDP, affiliates of Merrill Lynch Global Private Equity and certain other co-investors in connection with the consummation of the Transactions. The purchase price paid by Employee Participants for the Class A Units was $10 per unit, the same as that paid by MDP in connection with MDP's purchase of its Class A Units. The Class A Units are not subject to vesting.

        Certain Employee Participants received Class B Units, which are profits interests that entitle the holders in the aggregate to fifteen percent of the appreciation in the value of the Company beyond the issue date. The Class B Units vest over five to seven years, or earlier in the case of a liquidity event. The Company engaged an outside valuation firm to assist management in estimating the per-share fair value of the Class B Units for financial reporting purposes. Based on the valuation, the 956,111 Class B Units issued were valued at $155.11 per share. The aggregate value of the Class B Units is being amortized over the vesting period and resulted in the recognition of $27.2 million and $3.4 million of non-cash compensation for the year ended December 31, 2008 and the period from November 14, 2007 to December 31, 2007, respectively.

        In addition to the Class A and B Units issued by Holdings, certain employees, including certain members of senior management, also received deferred and restricted Class A Units, which entitle the holders to the same economic benefit as the Class A Units. Between November 14, 2007 and December 31, 2007, a total of 3,043,450 of such units were received by employees with an estimated value of $10 per unit. Certain of these units vest over a 3, 4 or 5 year period. The Company recognized $5.0 million and $0.6 million in non-cash compensation related to the deferred and restricted Class A Units for the year ended December 31, 2008 and the period November 14, 2007 through December 31, 2007. At December 31, 2008 and 2007, the Company has approximately $5.8 million and $0.6 million, respectively, recorded in the Shareholders' Equity section of its consolidated balance sheets for the deferred and restricted Class A Units. Previously, these amounts were reported in the "Long-Term Obligations" section of the Company's consolidated balance sheets. As of December 31, 2008, deferred and restricted Class A Units have been reflected in Shareholders' Equity. The prior year amount has been reclassified to Shareholders' Equity. This reclassification resulted in a $0.6 million increase to previously reported Shareholders' Equity at December 31, 2007.

        Finally, in lieu of cash bonuses, certain employees, including certain members of senior management, accepted the right to receive Class A Units in the form of deferred Class A Units that, upon a break in the deferral (for example, separation with the Company), could either be settled, at the option of the Company, in cash or be converted into Class A Units. There is no vesting period for deferred Class A Units. At December 31, 2008 and 2007, the Company has approximately $6.7 million and $6.8 million, respectively, recorded in the Shareholders' Equity section of its consolidated balance sheets for deferred Class A Units. Previously, these amounts were reported in the "Long-Term Obligations" section of the Company's consolidated balance sheets. As of December 31, 2008, deferred Class A Units have been reflected in Shareholders' Equity. The prior year amount has been reclassified to Shareholders' Equity. This reclassification resulted in a $6.8 million increase to previously reported Shareholders' Equity at December 31, 2007.

F-33

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

6. EQUITY-BASED COMPENSATION (Continued)

Subsidiary Equity Opportunity Programs—Predecessor and Successor

        As part of the Predecessor's various acquisitions, key management of certain acquired subsidiaries purchased noncontrolling member interests. These various programs, which were not impacted by the MDP Transactions, are described in detail below.

NWQ

        As part of the NWQ acquisition, key management purchased a noncontrolling, member interest in NWQ Investment Management Company, LLC. The non-controlling interest of $0.1 million as of December 31, 2007, is reflected in noncontrolling interest on the consolidated balance sheets. This purchase allowed management to participate in profits of NWQ above specified levels beginning January 1, 2003. No expense was recorded on this program for the year ended December 31, 2008. For the period January 1, 2007 to November 13, 2007, the Company recorded approximately $1.7 million of income attributable to noncontrolling interests. For the period November 14, 2007 to December 31, 2007, the amount expensed was $0.3 million. For the year ended December 31, 2006, the Company recorded approximately $3.8 million of income attributable to noncontrolling interests. Beginning in 2004 and continuing through 2008, the Company had the right to purchase the noncontrolling members' respective interests in NWQ at fair value. On February 13, 2004, the Company exercised its right to call 100% of the Class 2 noncontrolling 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 noncontrolling 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 noncontrolling members' interests for $22.6 million. Of the total amount paid on March 1, 2006, approximately $22.5 million was recorded as goodwill. On February 15, 2007, the Company exercised its right to call 25% of the Class 4 NWQ noncontrolling members' interests for $22.6 million. Of the total amount paid on March 2, 2007, approximately $22.5 million was recorded as goodwill. On February 15, 2008, the Company exercised its right to call all of the remaining Class 4 NWQ noncontrolling members' interests for $23.6 million. Of the total amount paid on March 3, 2008, approximately $23.5 million was recorded as goodwill. As of March 31, 2008, the Company had repurchased all noncontrolling members' interests outstanding under this program.

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 subsequent six 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. One third of the Class 5A Units vested on June 30, 2007, one third vested on June 30, 2008, and one third will vest on June 30, 2009. One third of the Class 5B Units vested upon issuance, one third vested on June 30, 2007, and one third will vest on June 30, 2009. The Class 6 Units will vest on June 30, 2009. The Company has recorded income attributable to noncontrolling interests related to this equity opportunity, which reflects the portion of profits applicable to noncontrolling owners. For the year ended December 31, 2008, the Company recorded approximately $0.2 million of income attributable to noncontrolling interests. For the period

F-34

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

6. EQUITY-BASED COMPENSATION (Continued)

November 14, 2007 to December 31, 2007, the income attributable to noncontrolling interests was $0.4 million. For the period January 1, 2007 to November 13, 2007, the Company recorded approximately $2.5 million of income attributable to noncontrolling interests. For the year ended December 31, 2006, the Company recorded approximately $1.2 million of income attributable to noncontrolling interests. 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 noncontrolling members. On February 15, 2008, the Company exercised its right to call the Class 2A Units and the Class 2B Units owned by Santa Barbara noncontrolling members. Of the $30.0 million paid on March 31, 2008, approximately $12.3 million was recorded as goodwill.

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 subsequent six years. Classes of interests were established at each subsidiary (collectively referred to as "Interests"). Certain of these Interests vested or vest on June 30 of 2007, 2008, 2009, 2010 and 2011. For the year ended December 31, 2008, the Company recorded approximately $1.9 million of income attributable to noncontrolling interests, which reflects the portion of profits applicable to noncontrolling owners. For the period November 14, 2007 to December 31, 2007, the amount expensed was $0.3 million. For the period January 1, 2007 to November 13, 2007, the Company recorded approximately $2.4 million of income attributable to noncontrolling interests. For the year ended December 31, 2006, the Company expensed $1.2 million for these equity opportunity programs. The Interests 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 Interests of the noncontrolling members. On February 15, 2008, the Company exercised its right to call various noncontrolling members' interests as it relates to these equity opportunity programs. Of the total $31.3 million paid on March 31, 2008, approximately $28.5 million was recorded as goodwill. During the first quarter of 2009, the Company exercised its right to call all the Class 8 interests for approximately $18.2 million. Refer to Note 22, "Subsequent Events."

Share-Based Compensation Plans—Predecessor

        Prior to the completion of the MDP Transactions, the Predecessor granted stock options and restricted stock awards to key employees and directors under share-based compensation plans. The exercise price of the options was determined by the actual closing price of the Predecessor's common stock as quoted by the New York Stock Exchange on the date of the grant. Compensation expense for restricted stock awards was measured at fair value on the date of the grant based on the number of shares granted and the quoted market price of the Predecessor's common stock. Such value was recognized as expense over the vesting period of the award adjusted for actual forfeitures.

F-35

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

6. EQUITY-BASED COMPENSATION (Continued)

        Under the terms of the Merger Agreement, each outstanding share of the Predecessor's common stock was converted into a right to receive an amount in cash, without interest, of $65.00 (the "Merger Consideration"). In this regard, with respect to the Predecessor's outstanding stock option grants and restricted stock awards, in accordance with the terms of the Merger Agreement, the Predecessor's stock option and restricted stock equity plan documents and various actions taken by its Board of Directors:

•

all options outstanding immediately prior to the effective date of the MDP Transactions, whether or not then vested or exercisable, were cancelled as of the effective date, with each holder of an option receiving for each share of common stock subject to the option, an amount equal to the Merger Consideration less the per share exercise price of such option; and

•

all shares of restricted stock outstanding immediately prior to the effective date of the MDP Transactions vested and became free of restrictions as of the effective date and each such share of restricted stock was converted into a right to receive the Merger Consideration.

        There were no share-based grants starting May 31, 2007 until November 13, 2007 (end of Predecessor period). The weighted-average grant-date fair value of options and restricted shares granted during the period January 1, 2007 to May 31, 2007 was $12.40 per share and $51.60 per share, respectively.

Stock Options—Predecessor

        The Predecessor 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 were generally subject to three- and four-year cliff vesting and expired ten years from the award date.

        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 $27.2 million for the period from January 1, 2007 to November 13, 2007 and $17.7 million for the year ended December 31, 2006, has been recognized in the Predecessor's consolidated statements of income. No stock option compensation expense was recorded for the period from November 14, 2007 to December 31, 2007 or the year ended December 31, 2008, as the stock options were cancelled and paid out in connection with the MDP Transactions. Included in compensation expense for 2006 is amortization related to a long-term equity performance plan discussed below.

        The options awarded during the period January 1, 2007 to November 13, 2007 had weighted-average fair values as of the time of the grant of $12.39 per share. There were no options awarded during the period from November 14, 2007 to December 31, 2007. The options awarded during 2006 had weighted-average fair values as of the time of the grant of $10.38 per share.

F-36

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

6. EQUITY-BASED COMPENSATION (Continued)

        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 the period January 1, 2007 to November 13, 2007, and the year ended December 31, 2006:

	1/1/07 - 11/13/07	2006
Dividend yield	2.10%	2.10%
Expected volatility	23.00% to 24.40%	23.00% to 25.00%
Risk-free interest rate	4.45% to 4.71%	4.24% to 5.10%
Expected life	4.45 to 5.8 years	5.1 years

        Share repurchases were utilized, among other things, to reduce the dilutive impact of our stock-based plans. Repurchased shares were converted to Treasury shares and used to satisfy stock option exercises, as needed. Share repurchase activity was dependent, among other things, on the availability of excess cash after meeting business and capital requirements.

Restricted Stock—Predecessor

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

        From January 1, 2007 to November 13, 2007, the Company awarded 353,420 shares of restricted stock with a weighted-average fair value of $51.60 to employees pursuant to the Company's incentive compensation program. All awards were subject to restrictions on transferability, a risk of forfeiture, and certain other terms and conditions. The value of such awards was 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 were rendered. Recorded compensation expense for restricted stock awards, including the amortization of prior year awards, was $39.4 million for the period from January 1, 2007 to November 13, 2007, and $13.1 million for the year ended December 31, 2006. The amount expensed for the period January 1, 2007 to November 13, 2007 is reflective of the acceleration of the then-remaining unamortized cost of restricted stock awards; the acceleration was due to the MDP Transactions. As of December 31, 2007, there were no unrecognized compensation costs related to deferred and restricted stock awards, as these awards were all cancelled and recipients received merger consideration.

Long-Term Equity Performance Plan—Predecessor

        In January 2005, the Predecessor granted long-term equity performance ("LTEP") awards consisting of 269,300 restricted shares and 1,443,000 options to senior managers. These grants were to be awarded only if specified Company-wide performance criteria were met and were subject to additional time-based vesting if the performance criteria were met. During the year ended December 31, 2006, management determined that it appeared probable the Predecessor would meet the performance requirements as set forth in the LTEP plan. As a result, during the year ended December 31, 2006, the Predecessor expensed a total of $7.6 million related to the LTEP awards, which

F-37

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

6. EQUITY-BASED COMPENSATION (Continued)

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. As a result of the MDP Transactions, the vesting of all LTEP awards was accelerated and paid out. The total amount of expense that was accelerated for the LTEP awards during the period January 1, 2007 to November 13, 2007 was $5.2 million.

7. DEBT

        At December 31, 2008 and 2007, debt on the accompanying consolidated balance sheets was comprised of the following:

(in 000s) December 31,			2008			2007
Long-Term Obligations:
Senior Term Notes:
	Senior term notes—5% due 9/15/10		$	232,245		$	250,000
	Net unamortized discount			(237	)		(395	)
	Net unamortized debt issuance costs			(667	)		(1,110	)
	Senior term notes—5.5% due 9/15/15			300,000			300,000
	Net unamortized discount			(1,098	)		(1,230	)
	Net unamortized debt issuance costs			(1,725	)		(1,932	)
Term Loan Facility due 11/13/14				2,297,638			2,315,000
Net unamortized discount				(20,201	)		(22,847	)
Net unamortized debt issuance costs				(25,958	)		(29,352	)
Senior Unsecured 10.5% Notes due 11/15/15				785,000			785,000
Net unamortized debt issuance costs				(24,823	)		(27,159	)
Revolving Credit Facility due 11/13/13				250,000			—
Symphony CLO V Notes Payable				378,540			378,540
Symphony CLO V Subordinated Notes				24,208			24,208
		Total	$	4,192,922		$	3,968,723

Senior Secured Credit Agreement—Successor

        As a result of the MDP Transactions, the Company has a new senior secured credit facility (the "Credit Facility") consisting of a $2.3 billion term loan facility and a $250 million revolving credit facility. The Credit Facility contains customary covenants, including a financial covenant requiring us to maintain a maximum ratio of senior secured indebtedness to adjusted EBITDA (as such terms are defined in the Credit Facility); limitations on our incurrence of additional debt; and other limitations.

        At December 31, 2008 and 2007, the Company had $2.3 billion outstanding under the term loan facility. At December 31, 2008, the Company had $250 million outstanding under the revolving credit facility. At December 31, 2007, the Company did not have any borrowings under the revolving credit facility.

        The Company received approximately $2.3 billion in net proceeds from the term loan. The net proceeds from the term loan were used as part of the financing to consummate the MDP Transactions.

F-38

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

7. DEBT (Continued)

During November 2008, the Company drew down on the $250 million revolving credit facility due to concerns over counterparty risk as a result of severely deteriorating global credit market conditions. The $250 million in proceeds from the revolving credit facility are included in "Cash and cash equivalents" on the Company's December 31, 2008 consolidated balance sheet.

        All borrowings under the Credit Facility bear interest at a rate per annum equal to LIBOR plus 3.0%. In addition to paying interest on outstanding principal under the Credit Facility, the Company is required to pay a commitment fee to the lenders in respect of any unutilized loan commitments at a rate of 0.3750% per annum. For the year ended December 31, 2008, the unhedged weighted-average interest rate on the $2.3 billion borrowed under the term loan facility was 6.14%. For the year ended December 31, 2008, the unhedged weighted-average interest rate on the $250 million borrowed under the revolving credit facility was 5.22%.

        All obligations under the Credit Facility are guaranteed by the Parent and each of our present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker-dealers). The obligations under the Credit Facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (1) on a first-lien basis, by all the capital stock of Nuveen Investments and certain of its subsidiaries (excluding significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by Nuveen Investments or any guarantor and (2) on a first-lien basis by substantially all other present and future assets of Nuveen Investments and each guarantor.

        The term loan facility matures on November 13, 2014 and the revolving credit facility matures on November 13, 2013.

        The Company is required to make quarterly payments under the term loan facility in the amount of approximately $5.8 million beginning June 30, 2008. At December 31, 2008, after the first three quarterly payments of approximately $5.8 million were made, the Company had approximately $2.3 billion outstanding under the term loan facility. The Credit Facility permits all or any portion of the loans outstanding thereunder to be prepaid.

        At December 31, 2008 and 2007, the fair value of the $2.3 billion term loan facility was approximately $0.9 billion and $2.3 billion, respectively. For the year ended December 31, 2008, the weighted-average interest rate on the amount borrowed under the term loan facility was 6.14%.

Senior Unsecured Notes—Successor

        Also in connection with the MDP Transactions, the Company issued $785 million of 10.5% senior unsecured notes ("10.5% senior notes"). The 10.5% senior notes mature on November 15, 2015 and pay a coupon of 10.5% of par value semi-annually on May 15 and November 15 of each year, commencing on May 15, 2008. The Company received approximately $758.9 million in net proceeds after underwriting commissions and structuring fees. The net proceeds were used as part of the financing to consummate the MDP Transactions.

        At December 31, 2008 and 2007, the fair value of the $785 million 10.5% senior notes was approximately $177 million and $780 million, respectively.

F-39

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

7. DEBT (Continued)

        Obligations under the notes are guaranteed by the Parent and each of our existing, subsequently acquired, and/or organized direct or indirect, domestic, restricted (as defined in the credit agreement) subsidiaries that guarantee the debt under the Credit Facility. These subsidiary guarantees are subordinated in right of payment to the guarantees of the Credit Facility.

Symphony CLO V—Successor

        As more fully discussed in Note 12, "Consolidated Funds," the Company is required to consolidate into its financial results a collateralized loan obligation, Symphony CLO V, in accordance with U.S. generally accepted accounting principles. Although the Company does not hold any equity interest in this investment vehicle, because an affiliate of MDP is the majority equity holder, and MDP is a related party to the Company, the Company is required to consolidate Symphony CLO V into its consolidated financial statements. The $378.5 million of Notes Payable and $24.2 million of Subordinated Notes reflected in the Company's consolidated balance sheets as of December 31, 2008 and 2007 are debt obligations of Symphony CLO V. All of this debt is collateralized by the assets of Symphony CLO V.

Senior Term Notes—Predecessor / Successor

        On September 12, 2005, the Predecessor issued $550 million of senior unsecured notes, comprised of $250 million of 5% notes due September 15, 2010 and $300 million of 5.5% notes due September 15, 2015 (collectively, the "Predecessor senior term notes") which remain outstanding at December 31, 2008 and 2007. The Company received approximately $544 million in net proceeds after discounts and other debt issuance costs.

        The Predecessor senior term notes due 2010 bear interest at an annual fixed rate of 5.0% payable semi-annually beginning March 15, 2006. The Predecessor senior term notes due 2015 bear interest at an annual fixed rate of 5.5% payable semi-annually also beginning March 15, 2006. The net proceeds from the Predecessor senior term notes were used to repay a portion of the outstanding debt under a then-existing bridge credit facility, borrowings which were made in connection with St. Paul Travelers' sale of its ownership interest in the Predecessor. The costs related to the issuance of the Predecessor senior term notes were capitalized and were being amortized to expense over their term.

        At December 31, 2008, the fair value of the Predecessor senior term notes was approximately $110.8 million for the notes due 2010 and $46.4 million for the notes due 2015. At December 31, 2007, the fair value of the Predecessor senior term notes was approximately $229.2 million for the 5% senior term notes due 2010 and $207.9 million for the 5.5% senior term notes due 2015.

        During December 2008, the Company retired a portion of the Predecessor senior unsecured notes due 2010. Of the total $8.4 million in total cash paid, approximately $0.2 million was for accrued interest, with the remaining amount for principal representing $17.8 million in par on the 5% senior term notes due 2010. As a result, the Company recorded a $9.6 million gain on early extinguishment of debt. This gain is reflected in "Other Income/(Expense)" on the Company's consolidated statement of income for the year ended December 31, 2008.

F-40

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

7. DEBT (Continued)

Other

        The Company's broker-dealer subsidiary may utilize uncommitted lines of credit with no annual facility fees for unanticipated, short-term liquidity needs. At December 31, 2008 and 2007, no borrowings were outstanding on these uncommitted lines of credit.

8. INCOME TAXES

        The provision for income taxes on earnings for the three years ended December 31, 2008 is:

(in 000s)		2008			1/1/07 - 11/13/07		11/14/07 - 12/31/07			2006
Current:
	Federal	$	10,030		$	75,697	$	(50,302	)	$	101,813
	State		140			16,644		—			21,187
		$	10,170		$	92,341	$	(50,302	)	$	123,000
Deferred:
	Federal	$	(374,333	)	$	4,404	$	35,918		$	(1,865	)
	State		(9,438	)		467		(2,644	)		(211	)
		$	(383,771	)	$	4,871	$	33,274		$	(2,076	)

        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:

	2008			1/1/07 - 11/13/07			11/14/07 - 12/31/07			2006
Federal statutory rate applied to income before taxes		35.0	%		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal income tax benefit		2.0			5.4			3.0			4.8
SFAS 142 impairment		(18.8	)		—			—			—
Non-deductible expense, consisting primarily of one-time expenses related to the MDP Transactions		—			8.6			(2.9	)		0.1
Tax-exempt interest income, net of disallowed interest expense		—			(0.2	)		—			(0.1	)
Other, net		(0.7	)		(0.2	)		0.7			(0.6	)
Effective tax rate		17.5	%		48.6	%		35.8	%		39.2	%

F-41

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

8. INCOME TAXES (Continued)

        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,		2008			2007
Gross deferred tax assets:
	Deferred compensation	$	5,062		$	3,121
	Book depreciation in excess of tax depreciation		4,345			5,652
	Net operating loss carryforwards, net of valuation allowances		26,321			28,921
	Federal tax benefit of future state tax deductions		23,120			10,133
	Unrealized gains/losses on investments		43,551			15,867
	Pension and post-retirement benefit plan costs		9,251			1,165
	Unvested profits interests		23,372			11,278
	Accrued severance		8,046			—
	Alternative minimum tax credit carryforward		5,704			—
	Other		6,852			5,464
Gross deferred tax assets			155,624			81,601
Gross deferred tax liabilities:
	Deferred commissions and fund offering costs		(1,523	)		(3,101	)
	Intangible assets		(1,175,441	)		(1,616,244	)
	Goodwill amortization		(15,687	)		(2,056	)
	Other, consisting primarily of internally developed software		(10,491	)		(5,588	)
Gross deferred tax liabilities			(1,203,142	)		(1,626,989	)
	Net deferred tax liability	$	(1,047,518	)	$	(1,545,388	)

        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.

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income, and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, the Company will need to generate future taxable income before the expiration of the deferred tax assets governed by the tax code. Based on projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances, at December 31, 2008. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

F-42

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

8. INCOME TAXES (Continued)

        Not included in income tax expense for the period from January 1, 2007 to November 13, 2007, and the year ended December 31, 2006 are income tax benefits of $210.6 million and $22.8 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. As of November 13, 2007, the effective date of the MDP Transactions, all outstanding shares of restricted stock vested and all outstanding options were cancelled. Consequently, no such tax benefits were recognized in the period from November 14, 2007 to December 31, 2007 or the year ended December 31, 2008. As of December 31, 2008 and 2007, there were no remaining tax benefits included in additional paid-in capital related to any share-based compensation plans.

        At December 31, 2008, the Company had federal tax loss carryforward benefits of approximately $3.4 million that will expire in 2028. At December 31, 2008, the Company also had state tax loss carryforward benefits of approximately $27.8 million that will expire between 2013 and 2028. For financial reporting purposes, a valuation allowance of approximately $4.9 million has been established due to the uncertainty that the assets will be realized. The Company believes that the remaining state tax loss carryforwards of approximately $22.9 million will be utilized prior to expiration.

9. DERIVATIVE FINANCIAL INSTRUMENTS

        The Company uses derivative financial instruments to manage the economic impact of fluctuations in interest rates related to its long-term debt and to mitigate the overall market risk for certain recently created product portfolios.

        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"), requires recognition of all derivatives on the balance sheet at fair value. Derivatives that do not meet the SFAS No. 133 criteria for hedge accounting must be adjusted to fair value through earnings. Changes in the fair value of derivatives that do meet the hedge accounting criteria under SFAS No. 133 are offset against the change in the fair value of the hedged assets or liabilities, with only any "ineffectiveness" (as defined under SFAS No. 133) marked through earnings.

        At December 31, 2008 and 2007, the Company did not hold any derivatives designated in a formal hedge relationship under the provisions of SFAS No. 133.

Derivatives Transactions Related to Financing Part of the MDP Transactions

        As further discussed in Note 7, "Debt," the Company borrowed $2.3 billion under a variable rate term loan facility and $785.0 million under 10.5% senior term notes due 2015 to finance part of the MDP Transactions. In order to mitigate interest rate exposure on the variable rate debt, the Company entered into certain derivative transactions that effectively converted $2.3 billion of the Company's variable rate debt arising from the MDP Transactions into fixed-rate borrowings. At December 31, 2008, these derivative transactions were comprised of nine interest rate swaps, one collar, and two basis

F-43

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

9. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

swaps. At December 31, 2007, the Company held nine interest rate swaps and one collar. Collectively, these derivatives will be referred to as the "New Debt Derivatives."

        For the year ended December 31, 2008, the Company recorded $46.8 million in unrealized losses and $19.0 million as the net impact of periodic payments related to the New Debt Derivatives. For the period November 14, 2007 to December 31, 2007, the Company recorded $31.4 million in unrealized losses related to the New Debt Derivatives. The unrealized losses for 2008 and 2007 are reflected in "Other Income/(Expense)" on the accompanying consolidated statements of income. The net impact from periodic payments for 2008 is reflected in "Net Interest Expense" on the accompanying consolidated statements of income. There were no periodic payments on the New Debt Derivatives for the period from November 14, 2007 to December 31, 2007.

        At December 31, 2008 and 2007, the fair value of the open New Debt Derivatives is $78.5 million and $31.7 million, respectively, and is reflected in "Other Short-Term Liabilities" on the Company's consolidated balance sheets.

Derivatives Transactions Related to Certain Product Portfolios

        The Company entered into futures contracts that have not been designated as hedging instruments under SFAS No. 133 in order to mitigate overall market risk of certain product portfolios. At December 31, 2008 and 2007, the net fair value of these open non-hedging derivatives was a liability of approximately $0.1 million and an asset of approximately $0.01 million, respectively, and is reflected in "Other Short Term Liabilities" and "Other Assets" on the accompanying consolidated balance sheets. For the year ended December 31, 2008, the Company recorded a $0.1 million unrealized gain and a $1.3 million realized loss on these futures contracts, both of which are included in "Other Income/(Expense)" on the Company's consolidated statement of income for the year ended December 31, 2008. For the period November 14, 2007 to December 31, 2007, the Company recorded approximately $0.1 million of net gains related to these derivatives, comprised of $0.06 million in unrealized losses and $0.2 million in realized gains, both of which are reflected in "Other Income/(Expense)" on the accompanying consolidated statement of income for that period. For the period January 1, 2007 to November 13, 2007, the Company recorded approximately $0.06 million of net gains related to these derivatives, comprised of $0.4 million in unrealized gains and $0.4 million in realized losses, both of which are reflected in "Other Income/(Expense)" on the accompanying consolidated statement of income for that period. For the year ended December 31, 2006, the Company recorded approximately $0.9 million in losses from these derivatives, approximately $0.5 million of which were realized losses and the remainder unrealized, both of which are reflected in "Other Income/(Expense)" on the accompanying consolidated statements of income for the year ended December 31, 2006.

Derivatives Transactions Related to the Predecessor Period

Derivative Financial Instruments Related to Senior Term Notes

        In anticipation of the issuance of the 5% senior notes due 2010 and 5.5% senior notes due 2015 (refer to Note 7, "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

F-44

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

9. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

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 deferred this gain by recording it in "Accumulated Other Comprehensive Income/(Loss)" ("AOCI") on the Company's consolidated balance sheet as of December 31, 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 deferred gain was being reclassified into current earnings commensurate with the recognition of interest expense on the 5-year and 10-year term debt. For the year ended December 31, 2006, approximately $0.2 million of the deferred gain was amortized into interest expense. For the period from January 1, 2007 to November 13, 2007, the Company amortized approximately $0.1 million of the deferred gain into interest expense. The remaining unamortized deferred gain as of November 13, 2007, approximately $1.1 million, was written-off during purchase accounting for the MDP Transactions.

10. ACQUISITION OF WINSLOW CAPITAL MANAGEMENT

        On December 26, 2008, the Company acquired Winslow Capital Management ("Winslow"). Winslow specializes in large cap growth investment strategies for institutions and high net worth investors. The results of Winslow Capital Management's operations are included in the Company's consolidated statement of income since the acquisition date. The purchase price at closing was $76.9 million (net of cash acquired), of which approximately $4.2 million was allocated to the net book value of assets acquired, with the remainder allocated to goodwill. As of December 31, 2008, the Company has engaged an external independent valuation firm to assist in the allocation of the purchase price for the Winslow acquisition. This valuation has not yet been finalized. If Winslow reaches specified performance and growth targets for its business, additional payments of up to a maximum of $180 million in the aggregate will be due to the sellers. Any future payments will be recorded as additional goodwill.

11. INVESTMENTS IN COLLATERALIZED LOAN AND DEBT OBLIGATIONS

        The Company has an investment in two collateralized debt obligation entities for which it acts as a collateral manager, Symphony CLO I, Ltd. ("CLO") and the Symphony Credit Opportunities Fund Ltd. ("CDO"), pursuant to collateral management agreements between the Company and each of the collateralized debt obligation entities. The Company has recorded its investment in the equity of the CLO and CDO in "Investments" on its consolidated balance sheets at fair value. Fair value is determined using current information, notably market yields and projected cash flows based on forecasted default and recovery rates that a market participant would use in determining the current fair value of the equity interest. Market yields, default rates and recovery rates used in the Company's estimate of fair value vary based on the nature of the investments in the underlying collateral pools. In the periods of rising credit default rates and lower debt recovery rates, the fair value, and therefore the carrying value, of the Company's investments in the CLO and CDO may be adversely affected.

        Collateralized debt obligation entities fund their activities through the issuance of several tranches of debt and equity, the repayment and return of which are linked to the performance of the assets in the CLO or CDO portfolios.

F-45

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

11. INVESTMENTS IN COLLATERALIZED LOAN AND DEBT OBLIGATIONS (Continued)

        At December 31, 2008, the assets of the collateral pool of the CLO were approximately $393.3 million, which is based on traded cost plus traded cash. At December 31, 2008, the assets of the collateral pool for the CDO were approximately $157.3 million, which is based on traded market value and traded cash. The Company had a combined minority investment in the equity of these entities of $2.1 million and $9.8 million at of December 31, 2008 and 2007, respectively. These investments are reflected at market value and are included in "Investments" on the Company's accompanying consolidated balance sheets.

        The Company accounts for its investments in the CLO and CDO under EITF 99-20, "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets." The excess of future cash flows over the initial investment at the date of purchase is recognized as interest income over the life of the investment using the effective yield method. The Company reviews cash flow estimates throughout the life of the CLO and CDO investment pool to determine whether an impairment of its equity investments should be recognized. Cash flow estimates are based on the underlying pool of collateral securities and take into account the overall credit quality of the issuers in the collateral securities, the forecasted default rate of the collateral securities and the Company's past experience in managing similar securities. If an updated estimate of future cash flows (taking into account both timing and amounts) is less than the revised estimate, an impairment loss is recognized based on the excess of the carrying amount of the investment over its fair value.

        In response to the recent steep global economic decline, the Company conducted an updated impairment analysis of the CLO and CDO investments. Although there was no indication of impairment at December 31, 2008 for the Company's investment in the CLO, the Company recognized an impairment charge on its investment in the equity of the CDO of approximately $8.8 million as of December 31, 2008. This impairment charge is reflected both as an expense on the Company's consolidated statement of income for the year ended December 31, 2008 as well as a reduction of the Company's gross unrealized holding losses recorded in AOCI as of December 31, 2008.

        As of December 31, 2007, the Company determined that no impairment exists in its investments in the CLO and CDO.

        The Company's risk of loss in the CLO and CDO is limited to the Company's remaining cost basis in the equity of the CLO and CDO, which combined, is approximately $2.1 million as of December 31, 2008.

12. CONSOLIDATED FUNDS

New funds

        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. For funds which we are required to consolidate into our financial statements, the assets and liabilities of these funds are included throughout the accompanying December 31, 2008 and December 31, 2007 consolidated balance sheets. In addition, the income and expenses of these funds are included in the Company's consolidated statements of income for all periods presented.

F-46

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

12. CONSOLIDATED FUNDS (Continued)

        During 2004, the Company created and invested in six new funds, all managed by two of the Company's subsidiaries. The funds were eventually marketed to the public and by December 31, 2007, the Company only had a majority investment in two of these funds. The investment strategy for these funds was taxable fixed-income with various objectives: short-duration and multi-strategy core. At December 31, 2007, the Company's total investment in these funds was $20.0 million. By the end of January 2008, the Company was no longer the majority investor in either of these two remaining funds and the financial results for these funds were deconsolidated from the Company's books as of January 31, 2008.

        At December 31, 2007, the total assets of these two funds were approximately $51.4 million and total liabilities were approximately $12.9 million. The net income for the period January 1, 2007 to November 13, 2007 for these funds was $0.8 million. For the period November 14, 2007 to December 31, 2007, the net income for these funds was $0.3 million.

        For the year ended December 31, 2006, the net income for the three funds that were consolidated into the Company's financial statements was approximately $1.8 million.

        Included in the total assets of these funds are underlying securities in which the funds are invested. At December 31, 2007, these underlying securities approximated $34.3 million. 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 these 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.

Symphony CLO V

        Under the provisions of FASB Interpretation No. 46, (Revised, December 2003), "Consolidation of Variable Interest Entities ("FIN 46R")," the Company is required to consolidate into its financial results a CLO (Symphony CLO V). Although the Company does not hold any equity in this investment vehicle, an affiliate of MDP is the majority equity holder. This affiliate of MDP purchased $34.2 million of subordinated notes issued by Symphony CLO V (see Note 21, "Related Parties"—Madison Dearborn Affiliated Transactions). FIN 46R requires that the Company include related parties when analyzing whether consolidation is necessary.

        Symphony CLO V, Ltd. ("Symphony V") is a Cayman Island limited company formed to issue notes and certain other securities in a collateralized debt obligation transaction managed by Symphony, a subsidiary of the Company.

        As the Company has no equity interest in this investment vehicle, all gains and losses recorded in the Successor's consolidated financial statements are attributable to other investors. For the year ended December 31, 2008, the Company recorded $141.5 million of loss attributable to noncontrolling interests. For the period from November 14, 2007 to December 31, 2007, the Company recorded $7.4 million in loss attributable to noncontrolling interests.

F-47

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

12. CONSOLIDATED FUNDS (Continued)

        At December 31, 2008 and 2007, total assets of Symphony V approximated $265.3 million and $463.3 million, respectively, and total liabilities approximated $419.4 million and $470.7 million, respectively.

        The following table presents a condensed summary of the assets and liabilities for Symphony CLO V that have been consolidated in the Company's consolidated balance sheets as of December 31, 2008 and 2007:

(in 000s)	12/31/08			12/31/07
Cash and cash equivalents	$	15,427		$	110,057
Receivables		4,692			11,278
Investments		241,180			337,529
Other (deferred issuance costs)		4,010			4,413
Accrued comp & other expenses		5,738			1,887
Deferred revenue		673			136
Payable for investments purchased		10,246			65,922
Notes payable		378,540			378,540
Subordinated notes		24,208			24,208
Noncontrolling interest		(154,096	)		(7,415	)

Statement of Cash Flows

        The change in cash and cash equivalents for all of the consolidated funds (the new funds as well as Symphony CLO V) is included in the "Cash Flows from Investing Activities" section on the accompanying consolidated statements of cash flows.

13. RETIREMENT PLANS

        The Company maintains a non-contributory qualified pension plan (the "Pension Plan"), a non-contributory, non-qualified excess pension plan (the "Excess Pension Plan" and together with the Pension Plan, the "Pension Plans"), and a post-retirement welfare benefit plan (the "Post-Retirement Benefit Plan"). Each of the above Plans covers only employees that qualify as plan participants, excluding employees of certain of its subsidiaries. The benefits under the Pension Plans 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 considers several factors, including the applicable funding requirements and the tax deductibility of amounts funded. Effective March 24, 2003, the Pension Plan was amended to only include employees who qualified as plan participants prior to such date. On March 31, 2004, the Pension Plan was further amended to provide that existing plan participants will not accrue any new benefits under the Plan after March 31, 2014. The Company's Post-Retirement Benefit Plan provides certain welfare benefits (life insurance and health care) for eligible retired employees and their eligible dependents. The cost of these benefits is shared by the Company and the retiree.

        The Excess Pension Plan is maintained by the Company for certain employees who participate in the Pension Plan and whose pension benefits exceed the Section 415 limitations of the Internal

F-48

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

Revenue Code. The benefits under the Excess Pension Plan follow the vesting provisions of the Pension 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.

        The Excess Pension Plan was amended in 2008 to provide that no new participants would be eligible to enter the Plan after December 31, 2008 and that effective for calendar year 2009 and thereafter, no compensation in excess of $200,000 over the limits on eligible compensation under the Pension Plan would be considered in determining the benefits under the Excess Pension Plan. The Plan was also amended to provide that benefits would be paid to participants upon their separation from service rather than at the time they elect to receive benefits under the Pension Plan.

        The Post-Retirement Benefit Plan was amended in 2008 to provided that only those participants who satisfied the Plan's age and service requirements by June 30, 2014 would be eligible for benefits under the Plan. As noted, Plan benefits are partially subsidized by the Company. The amendment further provided that no employee first employed after January 1, 2009 shall be eligible for Plan benefits. Effective February 1, 2009, the Company adopted an "access only" retiree welfare plan that offers guaranteed access for qualifying employees of the Company and its subsidiaries. This "access only" plan requires covered retirees to pay the full premium cost with no Company subsidy or reduced premium.

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.

        At December 31, 2006, the Predecessor had recorded a total of approximately $4.6 million of net loss in accumulated other comprehensive income, a separate component of shareholder's equity, for the underfunded portion of its Pension and Post-Retirement Plans. As part of purchase accounting for the MDP Transactions, the balance in accumulated other comprehensive income related to the Predecessor's Pension and Post-Retirement Plans, approximately $5 million, was written off. As part of additional purchase accounting for the MDP Transactions, the Company's actuaries revalued the Company's Pension and Post-Retirement Plan liabilities to fair value. This revaluation resulted in a

F-49

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

$2.9 million increase in Pension and Post-Retirement liabilities, with a corresponding increase to goodwill. At December 31, 2007 and 2008, the Successor had approximately $5.8 million of gain (net of tax) and $9.1 million of loss (net of tax), respectively, recorded in other comprehensive income related to the funded status of its pension and post-retirement plans.

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, decreases the accumulated projected benefit obligation and the net periodic post-retirement benefit cost. At December 31, 2008, and 2007 the Company has receivables of approximately $56 thousand and $60 thousand, respectively, for expected Medicare Part D reimbursements.

Measurement

        For purposes of the Company's consolidated financial statements, December 31 is the measurement date for determining the Company's liabilities for its Pension and Post-Retirement Plans. 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 the Company believes 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, 2008 and 2007, the accumulated benefit obligation for the Company's Pension Plans was $34.5 million and $33.3 million, respectively. For the Company's Post-Retirement Plan, the accumulated benefit obligation at December 31, 2008 and 2007 was $7.6 million and $10.3 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.

F-50

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

        The following tables provide a reconciliation of the changes in the projected benefit obligations under the Pension Plans, the accumulated benefit obligation under the Post-Retirement Benefit Plan, the fair value of Pension and Post-Retirement Plan assets for the two-year period ending December 31, 2008, and a statement of the funded status under each plan as of December 31 for both years:

	Pension Benefits
(in 000s)	2008			2007
Change in projected benefit obligation:
Obligation at January 1	$	37,466		$	39,117
Service cost		1,565			1,724
Interest cost		2,436			2,241
Actuarial (gain)/loss		(2,219	)		(3,152	)
Plan amendments		67			(1,941	)
Benefit payments		(1,731	)		(523	)
Obligation at December 31	$	37,584		$	37,466

	Post-Retirement Benefits
(in 000s)	2008			2007
Change in accumulated post-retirement benefit obligation:
Obligation at January 1	$	10,308		$	9,824
Service Cost		189			392
Interest Cost		481			663
Actuarial (gain) or loss		(1,793	)		55
Actual Benefits Paid		(714	)		(693	)
Employee Contributions		157			—
Change in plan provisions		405			—
Curtailment		(1,439	)		—
Expected Medicare Part D Reimbursements		56			67
Obligation at December 31	$	7,650		$	10,308

	Pension Benefits						Post-Retirement Benefits
(in 000s)	2008			2007			2008			2007
Change in fair value of plan assets:
Fair value of plan assets at January 1	$	30,183		$	28,481		$	—		$	—
Actual return on plan assets		(6,322	)		2,225			—			—
Benefit payments		(1,731	)		(523	)		(658	)		(626	)
Company contributions		228			—			501			626
Employee contributions		—			—			157			—
Fair value of plan assets at December 31	$	22,358		$	30,183		$	—		$	—

F-51

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

	Pension Benefits						Post-Retirement Benefits
(in 000s)	2008			2007			2008			2007
Funded status at December 31
Fair value of plan assets	$	22,358		$	30,183			—			—
Projected benefit obligation		37,584			37,466			7,650			10,308
Funded status at 12/31/08	$	(15,226	)	$	(7,283	)	$	(7,650	)	$	(10,308	)

	Pension Benefits
(in 000s)	2008		2007
Projected benefit obligation	$	37,584	$	37,466
Accumulated benefit obligation		34,496		33,339
Fair value of plan assets		22,358		30,183

Pension 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 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, 2008 and 2007, 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 Pension 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.

        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:

		2008						2007
Asset Class		Actual			Allowable			Actual			Allowable
Cash			8	%		0 - 15	%		3	%		0 - 15	%
Fixed-income			44			20 - 60			35			20 - 60
Equities			45			30 - 70			58			30 - 70
Other			3			0 - 10			4			0 - 10
	Total		100	%					100	%

F-52

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

Expected Contributions

        During 2009, the Company expects to contribute approximately $1.1 million to its Pension Plan and $1 million to its Excess Pension Plan. In addition, the Company expects to contribute approximately $0.5 million during 2009, 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) Expected Benefit Payments	Pension Benefits		Post-Retirement Benefits
2009	$	2,314	$	511
2010		1,870		550
2011		2,106		569
2012		2,227		601
2013		2,061		640
2014 - 2018		15,501		3,367

        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) Expected Medicare Part D Reimbursements	Post-Retirement Benefits
2009	$	56
2010		58
2011		60
2012		62
2013		63
2014 - 2018		320

F-53

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income

        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 cost and other amounts recognized in other comprehensive income for the plans for the three years ending December 31, 2008:

	Pension Benefits
(in 000s)	2008			2007			2006
Service cost	$	1,565		$	1,724		$	1,819
Interest cost		2,436			2,241			2,099
Expected return on plan assets		(2,322	)		(2,327	)		(2,247	)
Amortization of prior service cost		(154	)		(2	)		1
Amortization of net loss		15			203			416
Curtailments and settlements		—			—			—
Net periodic (benefit) / cost	$	1,540		$	1,839		$	2,088
Total recognized in other comprehensive income/(loss)		(8,298	)		4,168			(2,209	)
Total recognized in net periodic benefit cost/(gain) and other comprehensive income/(loss)	$	(9,838	)	$	2,329		$	(4,297	)

        The $1.8 million periodic benefit cost for 2007 for pension benefits shown above was recorded as $1.7 million for the Predecessor period and $0.1 million for the Successor period.

	Post-Retirement Benefits
(in 000s)	2008			2007			2006
Service cost	$	189		$	392		$	277
Interest cost		481			663			514
Amortization of prior service cost		—			(221	)		(265	)
Amortization of unrecognized loss (gain)		(157	)		137			68
Curtailments and settlements		(1,439	)		—			—
Net periodic (benefit) / cost	$	(926	)	$	971		$	594
Total recognized in other comprehensive income/(loss)		(818	)		1,085			75
Total recognized in net periodic benefit cost/(gain) and other comprehensive income/(loss)	$	108		$	114		$	(519	)

        The $1.0 million periodic benefit cost for 2007 for post-retirement benefits shown above was recorded as $0.8 million for the Predecessor period and $0.2 million for the Successor period.

        The estimated net loss and prior service credit for the Pension Plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are

F-54

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

$0.5 million and $0.1 million, respectively. The estimated net gain and prior service cost for the Post-Retirement Benefit Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $0.2 million and $0.1 million, respectively.

Amounts Recognized on the Consolidated Balance Sheets

        The following table provides the amounts recognized on the consolidated balance sheets as of December 31, 2008 and 2007. Prepaid benefit costs would be recorded in other assets. Accrued benefit liabilities are recorded in accrued compensation and other expenses.

			Pension Benefits						Post-Retirement Benefits
(in 000s)			2008			2007			2008			2007
Assets—
	Prepaid benefit cost		$	—		$	—		$	—		$	—
Liabilities—
	Current accrued benefit liabilities			(1,089	)		(444	)		(455	)		(599	)
	Non-current accrued benefit liabilities			(14,137	)		(6,839	)		(7,195	)		(9,709	)
		Net amount recognized	$	(15,226	)	$	(7,283	)	$	(7,650	)	$	(10,308	)

        The projected benefit obligations of the Pension Plans exceed the fair value of Plan assets for the years ending December 31, 2008 and 2007. The Post-Retirement Benefit Plan has no plan assets. The accumulated projected benefit obligation for the Post-Retirement Benefit Plan is $7.7 million as of December 31, 2008 and $10.3 million as of December 31, 2007.

Assumptions

        The assumptions used in the measurement of the Company's benefit obligation as of December 31, 2008, 2007 and 2006 are shown in the following table:

	Pension Benefits			Post-Retirement Benefits
Weighted-average assumptions as of December 31, 2008
Discount rate		6.61	%		6.15	%
Rate of compensation increase		4.50	%		N/A
Weighted-average assumptions as of December 31, 2007
Discount rate		6.61	%		6.61	%
Rate of compensation increase		4.50	%		N/A
Weighted-average assumptions as of December 31, 2006
Discount rate		5.92	%		5.92	%
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, 2008 and 2007.

F-55

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

        The assumptions used in the determination of the Company's net cost for the three years ended December 31, 2008 are shown in the following table:

	Pension Benefits			Post-Retirement Benefits
Weighted-average assumptions as of December 31, 2008
Discount rate		6.61	%		6.61	%
Expected long-term rate of return on plan assets		8.03	%		N/A
Rate of compensation increase		4.50	%		N/A
Weighted-average assumptions as of December 31, 2007
Discount rate		5.98	%		6.02	%
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, 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

        The discount rates used in the determination of the Company's net cost for pension and post-retirement benefits were based on a yield-curve approach for the years ended December 31, 2008 and 2007. For the year ended December 31, 2006, the discount rates used in the determination of the Company's net cost for pension and post-retirement benefits were based on Moody's Corporate Aa Bond Index.

        For purposes of determining the Post-Retirement Benefit obligation at December 31, 2008, an 8.6% annual rate of increase in the per capita cost of covered health care benefits was assumed for beneficiaries under age 65, and a 9.1% annual rate of increase was assumed in determining the per capita cost of covered health care benefits for beneficiaries aged 65 and older. These annual rates of increase gradually decline to a 4.5% annual rate of increase by the year 2029 for beneficiaries under age 65, and the year 2029 for beneficiaries aged 65 and older.

        For purposes of determining the post-retirement benefit cost for the year ended December 31, 2008, an 8% annual rate of increase in the per capita cost of covered health care benefits was assumed for beneficiaries under age 65. This annual rate of increase was assumed to gradually decline to 5% by the year 2011. For purposes of determining the post-retirement benefit cost for the year ended December 31, 2008, a 9% annual rate of increase in the per capita cost of covered health care benefits was assumed for beneficiaries over age 65. This annual rate of increase was assumed to gradually decline to 5% by the year 2012.

        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	$	98	$	(76	)
Effect on the health care component of the accumulated post-retirement benefit obligation	$	775	$	(610	)

F-56

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

13. RETIREMENT PLANS (Continued)

Other

        The Company has a 401(k) plan (the "401(k) Plan") that covers all of its employees, including employees of its subsidiaries. Amounts determinable under the 401(k) Plan are contributed to a trust qualified under the Internal Revenue Code. During the years ended December 31, 2008 and 2007, the Company made contributions of approximately $4 million and $3.6 million, respectively, to the trust for matching 401(k) employee contributions. The 401(k) Plan has been amended to eliminate the Company's profit sharing contributions.

        The Company had a non-qualified deferred compensation program whereby certain key employees could 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 incurred 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 mitigated its exposure relating to participants who had selected a fund return by investing in the underlying fund at the time of the deferral. At December 31, 2007, the Company's deferred compensation liability was approximately $8.1 million. The deferred compensation program terminated by its terms and amounts were paid out at the time of the MDP Transactions.

14. STRUCTURING FEES / PLACEMENT FEES

        The Company may incur an upfront structuring fee imposed by the Company's distribution partners for certain new closed-end funds. The Company did not incur any structuring fees during 2008. During the period from January 1, 2007 to November 13, 2007, the Predecessor incurred total structuring fees of approximately $8.8 million. During the period from November 14, 2007 to December 31, 2007, the Successor incurred total structuring fees of $4.0 million. During the year ended December 31, 2006, the Company incurred structuring fees of $4.9 million. These structuring fees are reflected in "Other Operating Expenses" in the accompanying consolidated statements of income for all relevant periods. The Company plans to participate in the market for new closed-end funds. As a result of this participation, the Company expects to experience some earnings volatility as it may continue to incur upfront structuring fees on new closed-end funds.

        During the year ended December 31, 2008, the Company recorded approximately $5.0 million in revenue and $7.5 million in expense related to Variable Rate Demand Preferred Shares ("VRDP") issued during 2008. The revenue was earned by the Company for acting as a placement agent on the offering. The revenue is included in "Product Distribution" on the Company's consolidated statement of income for the year ended December 31, 2008, and the expense is reflected in "Other Operating Expenses."

15. TRAILER FEES

        During the third quarter of 2007, the Predecessor paid $6.2 million to Merrill Lynch, Pierce, Fenner & Smith to terminate an agreement in respect of certain of the Company's previously offered closed-end funds under which the Company was obligated to make payments over time based on the assets of the respective closed-end funds.

        This one-time termination payment is included in "Other Income/(Expense)" on the Predecessor's consolidated statement of income for the period from January 1, 2007 to November 13, 2007.

F-57

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

16. GAIN ON SALE OF MINORITY INTEREST IN ICAP

        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.

        During the fourth quarter of 2007, the Company earned the right to receive an additional $6.3 million from an escrow established upon the closing of the ICAP transaction to cover breaches of representations and warranties. The $6.3 million is reflected in "Other Income/(Expense)" on the accompanying consolidated statement of income for the Successor. The Company received payment of these escrowed funds in early January 2008. Finally, during the fourth quarter of 2008, the Company received a final escrow payment of approximately $0.2 million. This amount is reflected in "Other Income/(Expense)" on the accompanying consolidated statement of income for the year ended December 31, 2008.

17. COMMITMENTS AND CONTINGENCIES

        Rent expense for office space and equipment was $16.0 million for the year ended December 31, 2008 (Successor), $13.6 million for the period January 1, 2007 through November 13, 2007 (Predecessor), $2.0 million for the period from November 14, 2007 through December 31, 2007 (Successor), and $13.4 million for the year ended December 31, 2006 (Predecessor), respectively. Minimum rental commitments for office space and equipment, including estimated escalation for insurance, taxes and maintenance for the years 2009 through 2017, the last year for which there is a commitment, are as follows:

(in 000s) Year		Commitment
	2009	$	16,249
	2010		16,468
	2011		16,141
	2012		15,025
	2013		6,801
Thereafter			10,841

F-58

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

17. COMMITMENTS AND CONTINGENCIES (Continued)

        As mentioned in Note 10, "Acquisition of Winslow Capital Management," the transaction price for the Winslow acquisition will have potential additional future payments up to a maximum of $180 million based on Winslow reaching specified performance and growth targets for its business. Any future payments will be recorded as additional goodwill.

        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.

18. 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, 2008, the broker-dealer's net capital ratio was .80 to 1 and its net capital was approximately $29.7 million, which is $28.1 million in excess of the required net capital of $1.6 million.

19. RECENT ACCOUNTING PRONOUNCEMENTS

Sabbatical

        The FASB's Emerging Issues Task Force approved a Consensus that an employee's right to a compensated absence under a sabbatical or similar benefit arrangement in which the employee is not required to perform any duties during the absence "accumulates" and therefore should be accounted for as a liability if the obligation relates to services already rendered, payment is probable, and the amount can be reasonably estimated. The Consensus is effective for fiscal years beginning after December 15, 2006, and requires that a liability for sabbatical leave be recorded as a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. As a result of adopting this Consensus, the Predecessor had recorded approximately $0.9 million as both a liability in "Other Long-Term Liabilities" as well as a cumulative-effect adjustment to retained earnings as of January 1, 2007.

FIN 48—Income Taxes

        On July 13, 2006, the FASB issued its Interpretation No. 48, "Accounting for Uncertainties in Income Taxes—an Interpretation of FASB Statement 109" ("FIN 48"), which provides guidance on the measurement, recognition, and disclosure of tax positions taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, and disclosure. FIN 48 prescribes that a tax position should only be recognized if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this threshold is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The cumulative effect of applying the provisions of FIN 48 is to be reported as an adjustment to the beginning balance of retained earnings in the period of adoption. Adoption of FIN 48 as of January 1, 2007 did not impact the Company's consolidated financial position or results of operations. The Company does not have any unrecognized tax benefits

F-59

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

19. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

as of the date of adoption of FIN 48, nor as of December 31, 2007 or December 31, 2008. In addition, the Company does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months. Nuveen Investments classifies any tax penalties as "other operating expenses," and any interest as "interest expense." As of December 31, 2008, tax years that remain open and subject to audit for both federal and state are the 2005 - 2007 years.

SFAS No. 141 (revised)—Business Combinations

        During December 2007, the FASB issued SFAS No. 141 (revised), "Business Combinations," ("SFAS No. 141(R)"). SFAS No. 141(R) revises SFAS No. 141, "Business Combinations," while retaining the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) further defines the acquirer, establishes the acquisition date, and broadens the scope of transactions that qualify as business combinations.

        Additionally, SFAS 141(R) changes the fair value measurement provisions for assets acquired, liabilities assumed, and any non-controlling interest in the acquiree. It also provides guidance for the measurement of fair value in a step acquisition, changes the requirements for recognizing assets acquired and liabilities assumed subject to contingencies, provides guidance on recognition and measurement of contingent consideration and requires that acquisition-related costs of the acquirer be expensed as incurred. Liabilities for unrecognized tax benefits related to tax positions assumed in a business combination that settled prior to the adoption of SFAS No. 141(R), affect goodwill. If such liabilities reverse subsequent to the adoption of SFAS No. 141(R), such reversals will effect the income tax provision in the period of reversal. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of the adoption of SFAS No. 141(R) on the Company's consolidated financial statements is dependent on future business acquisition activity.

SFAS No. 159—Fair Value Option

        During February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment to FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure eligible financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis, must be applied to an entire instrument, and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to SFAS No. 159 are required to be reported separately on the consolidated balance sheet from those instruments measured using a different accounting method. The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company adopted SFAS No. 159 on January 1, 2008, however, elected not to apply the fair value option to any of its eligible financial assets or liabilities at that date. Therefore, the adoption of SFAS No. 159 had no impact on the Company's consolidated financial statements. The Company may elect the fair value option for any future eligible financial assets or liabilities upon their initial recognition.

F-60

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

19. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

SFAS No. 160—Noncontrolling Interests

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51." SFAS No. 160 amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to establish accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This pronouncement clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, separate from the parent's equity, in the consolidated financial statements. In addition, consolidated net income should be adjusted to include the net income attributed to the non-controlling interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008; earlier adoption is prohibited. SFAS No. 160 requires retrospective adoption of the presentation and disclosure requirements for existing non-controlling interests. All other requirements of SFAS No. 160 shall be applied prospectively. On January 1, 2009, the Company adopted SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51" ("SFAS 160"). As a result, the Company has retrospectively changed the classification and presentation of noncontrolling interests, previously referred to as minority interests, in our consolidated financial statements for all periods presented.

SFAS No. 161—Disclosures about Derivative Instruments

        In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—an Amendment of SFAS No. 133." SFAS No. 161 expands the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 specifically requires enhanced disclosures addressing: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 14, 2008. The additional disclosure requirements of SFAS No. 161 are not expected to materially impact the Company's consolidated financial statements.

FSP FAS 132(R)-1—Employers' Disclosures About Postretirement Benefit Plan Assets

        On December 30, 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures About Postretirement Benefit Plan Assets," which amends SFAS No. 132(R), "Employers' Disclosures About Pensions and Other Postretirement Benefits—an Amendment of FASB Statements No. 87, 88, 106," to require more detailed disclosures about employers' plan assets, including employers' investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The FSP also:

•

Updates the disclosure examples in SFAS 132(R) to illustrate the required additional disclosures, including those associated with fair value measurement.

•

Includes a technical correction to restore the requirement that nonpublic entities disclose net periodic benefit costs under SFAS No. 158 and SFAS No. 132(R).

        FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The technical amendment became effective on December 30, 2008. The additional disclosure requirements of FSP FAS 132(R)-1 are not expected to materially impact the Company's consolidated financial statements.

F-61

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

19. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

FSP FAS 140-4 and FIN 46(R)-8—Disclosures about Transfer of Financial Assets and Interests in Variable Interest Entities

        In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interests in Variable Interest Entities ("FSP FAS 140-4 and FIN 46(R)-8"). FSP FAS 140-4 and FIN 46(R)-8 amend SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to require public entities to provide additional disclosures about transferors' continuing involvement with transferred financial assets. It also amends FIN 46(R) to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about its involvement with variable interest entities. The FSP is effective for reporting periods ending after December 15, 2008. The adoption of the additional disclosure requirements of FSP FAS 140-4 and FIN 46(R)-8 did not materially impact the Company's consolidated financial statements.

FSP FAS 142-3—Determination of the Useful Life of Intangible Assets

        In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). FSP FAS 142-3 requires that an entity shall consider its own experience in renewing similar arrangements. FSP FAS 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other GAAP. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting FSP FAS 142-3 on its consolidated financial statements.

20. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES

        As discussed in Note 7, "Debt," obligations under the 10.5% senior notes due 2015 are guaranteed by the Parent and each of our present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker-dealers).

        The following tables present consolidating supplementary financial information for the issuer of the notes (Nuveen Investments Inc.), the issuer's domestic guarantor subsidiaries, and the non-guarantor subsidiaries together with eliminations as of and for the periods indicated. The issuer's Parent is also a guarantor of the notes. The Parent was a newly formed entity with no assets, liabilities or operations prior to the completion of the MDP Transactions on November 13, 2007. Separate complete financial statements of the respective guarantors would not provide additional material information that would be useful in assessing the financial composition of the guarantors.

F-62

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

20. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)

        Consolidating financial information is as follows:

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEET
As Adjusted (Note 2)
December 31, 2008
(in 000s)

			Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Intercompany Eliminations			Consolidated excluding Symphony CLO V		Symphony CLO V			Consolidated
Assets
Cash and cash equivalents			$	—		383,165			14,534			54,010			—			451,709		15,427		$	467,136
Management and distribution fees receivable				—		—			94,270			4,463			—			98,733		—			98,733
Other receivables				—		(1,082,799	)		1,164,948			(74,488	)		—			7,662		4,692			12,354
Furniture, equipment and leasehold improvements*				—		—			42,224			19,785			—			62,009		—			62,009
Investments				—		104,864			1,244			73			—			106,181		241,181			347,362
Investment in Subsidiaries				1,041,103		1,298,059			662,727			1,480			(3,003,369	)		—		—			—
Goodwill				—		2,166,302			133,423			—			—			2,299,725		—			2,299,725
Other intangible assets*				—		3,131,355			—			—			—			3,131,355		—			3,131,355
Current taxes receivable				—		14,194			82			—			—			14,276		—			14,276
Other assets				—		—			12,757			4,774			—			17,530		4,010			21,540
			$	1,041,103		6,015,140			2,126,209			10,097			(3,003,369	)		6,189,180		265,310		$	6,454,490
Liabilities and Shareholders' Equity
Short-Term Obligations:
	Accounts payable		$	—		—			3,267			6,366			—			9,633		—		$	9,633
	Accrued compensation and other expenses			—		20,870			137,837			576			—			159,283		5,738			165,021
	Fair value of open derivatives			—		78,574			—			—			—			78,574		—			78,574
	Other short-term liabilities			—		7,519			1,707			495			—			9,722		10,920			20,642
		Total Short-Term Obligations		—		106,963			142,811			7,437			—			257,212		16,658			273,870
Long-Term Obligations:
	Term notes			—		3,790,174			—			—			—			3,790,174		402,748			4,192,922
	Deferred income tax liability, net			—		1,076,900			(30,309	)		927			—			1,047,518		—			1,047,518
	Other long-term liabilities			—		—			24,247			2,796			—			27,042		—			27,042
		Total Long-Term Obligations		—		4,867,074			(6,062	)		3,723			—			4,864,734		402,748			5,267,482
Total Liabilities				—		4,974,037			136,749			11,160			—			5,121,946		419,406			5,541,352
Equity:
Nuveen Investments shareholders' equity				1,041,103		1,041,103			1,963,329			(1,063	)		(3,003,369	)		1,041,103		—			1,041,103
Noncontrolling interests				—		—			26,131			—			—			26,131		(154,096	)		(127,965	)
			$	1,041,103		6,015,140			2,126,209			10,097			(3,003,369	)		6,189,180		265,310		$	6,454,490

*

At cost, less accumulated depreciation and amortization

F-63

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

20. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF OPERATIONS
As Adjusted (Note 2)
For the Year Ended December 31, 2008
(in 000s)

			Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Intercompany Eliminations			Consolidated excluding Symphony CLO V			Symphony CLO V			Consolidated
Operating revenues:
	Investment advisory fees		$	—		—			701,289			6,141			—			707,430			—		$	707,430
	Product distribution			—		—			5,006			4,437			—			9,442			—			9,442
	Performance fees/other revenue			—		—			42,149			44,953			(63,184	)		23,919			—			23,919
		Total operating revenues		—		—			748,444			55,531			(63,184	)		740,791			—			740,791
Operating expense
	Compensation and benefits			—		—			257,916			24,444			—			282,360			—			282,360
	Severance			—		—			54,238			3			—			54,241			—			54,241
	Advertising and promotional costs			—		—			13,255			535			—			13,790			—			13,790
	Occupancy and equipment costs			—		—			22,923			5,927			—			28,850			—			28,850
	Amortization of intangible assets			—		64,845			—			—			—			64,845			—			64,845
	Travel and entertainment			—		247			9,826			2,231			—			12,304			—			12,304
	Outside and professional services			—		22			38,607			6,833			(60	)		45,402			—			45,402
	Goodwill impairment			—		1,089,258			—			—			—			1,089,258			—			1,089,258
	Intangible asset impairment			—		885,500			—			—			—			885,500			—			885,500
	Other operating expenses			—		57,360			(3,274	)		51,039			(63,124	)		42,001			—			42,001
		Total operating expenses		—		2,097,232			393,491			91,012			(63,184	)		2,518,551			—			2,518,551
Other income/(expense)				—		(79,895	)		(4,322	)		130			—			(84,088	)		(151,006	)		(235,094	)
																		—
Net interest revenue/(expense)				—		(278,198	)		2,194			1,062			—			(274,942	)		9,498			(265,444	)
Income/(loss) before taxes				—		(2,455,325	)		352,825			(34,289	)		—			(2,136,790	)		(141,508	)		(2,278,298	)
Income tax expense/(benefit)						(264,653	)		(97,474	)		(11,474	)		—			(373,601	)		—			(373,601	)
Net income/(loss)						(2,190,672	)		450,299			(22,815	)		—			(1,763,189	)		(141,508	)		(1,904,697	)
	Less: net income/(loss) attributable to noncontrolling interests			—		—			2,004			282			—			2,286			(141,508	)		(139,223	)
Net income/(loss) attributable to Nuveen Investments			$	—		(2,190,672	)		448,295			(23,097	)		—			(1,765,474	)		—		$	(1,765,474	)

F-64

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

20. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF CASH FLOW
As Adjusted (Note 2)
For the Twelve Months Ended December 31, 2008
(in 000s)

			Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Consolidated excluding Symphony CLO V			Symphony CLO V			Consolidated
Cash flows from operating activities:
	Net income/(loss)		$	—		(2,190,672	)		450,299			(22,815	)		(1,763,189	)		(141,508	)	$	(1,904,697	)
	Non-cash items and adjustments
		Net (income)/loss attributable to noncontrolling interests		—		—			(2,004	)		(282	)		(2,286	)		141,508			139,223
		Goodwill and intangible asset impairment		—		1,974,758			—			—			1,974,758			—			1,974,758
		Impairment loss on other-than-temporarily impaired investments				38,313			—			—			38,313			—			38,313
		Deferred income taxes		—		(371,965	)		(12,813	)		1,007			(383,771	)		—			(383,771	)
		Depreciation of office property, equipment, and leaseholds		—		—			7,911			2,433			10,344			—			10,344
		Realized (gains)/losses from available-for-sale investments		—		—			107			—			107			—			107
		Unrealized (gains)/losses on derivatives		—		46,734			—			—			46,734			—			46,734
		Amortization of intangibles		—		64,845			—			—			64,845			—			64,845
		Amortization of debt related items, net		—		9,248			—			—			9,248			—			9,248
		Compensation expense for equity plans		—		—			38,935			449			39,384			—			39,384
		Net gain on early retirement of Senior Unsecured Notes—5% of 2010		—		(9,549	)		—			—			(9,549	)		—			(9,549	)
	Net change in working capital			—		559,080			(371,825	)		44,176			231,431			—			231,431
		Net cash provided by operating activities		—		120,792			110,610			24,968			256,370			—			256,370
Cash flow from financing activities
	Proceeds from revolving credit facility			—		250,000			—			—			250,000			—			250,000
	Repayments of notes and loans payable			—		(17,363	)		—			—			(17,363	)		—			(17,363	)
	Early retirement of Senior Unsecured Notes—5% of 2010			—		(8,138	)		—			—			(8,138	)		—			(8,138	)
	Purchase of noncontrolling interests			—		—			(84,935	)		—			(84,935	)		—			(84,935	)
	Payment of income allocation to noncontrolling interests			—		—			(5,696	)		—			(5,696	)		—			(5,696	)
	Undistributed income allocation for noncontrolling interests			—		—			2,286			—			2,286			—			2,286
	Dividends paid			—		(150	)		—			—			(150	)		—			(150	)
	Conversion of right to receive class A units into class A units			—		72			(100	)		—			(28	)		—			(28	)
		Net cash provided by financing activities		—		224,421			(88,445	)		—			135,976			—			135,976
Cash flow from investing activities:
	Winslow Capital Management acquisition, net of cash acquired			—		(76,900	)		—			—			(76,900	)		—			(76,900	)
	MDP Transaction			—		(127	)		—			—			(127	)		—			(127	)
	Purchase of office property and equipment			—		—			(13,815	)		(10,909	)		(24,724	)		—			(24,724	)
	Proceeds from sales of investment securities			—		20,947			271			—			21,218			—			21,218
	Purchase of investment securities			—		(26,930	)		(250	)		—			(27,180	)		—			(27,180	)
	Net change in consolidated funds			—		—			—			(7,891	)		(7,891	)		(94,630	)		(102,521	)
	Other, consisting primarily of the change in other investments			—		—			6			14			20			—			20
		Net cash used in investing activities		—		(83,010	)		(13,787	)		(18,786	)		(115,583	)		(94,630	)		(210,214	)
Effect of exchange rate changes				—		(47	)		—			—			(47	)		—			(47	)
Increase/(decrease) in cash and cash equivalents				—		262,156			8,378			6,182			276,716			(94,630	)		182,085
Cash and cash equivalents
	Beginning of year			—		121,010			6,156			47,828			174,994			110,057			285,051
	End of period			—		383,165			14,534			54,010			451,709			15,427			467,136

F-65

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share data)

21. RELATED PARTIES

        As a result of the MDP Transactions, certain investors in Holdings became a related party of the Successor in accordance with SFAS No. 57, "Related Party Disclosures," based on the investors' level of ownership in the Company.

Madison Dearborn Affiliated Transactions

        Upon consummation of the Transactions, Madison Dearborn received a special $34.2 million profits interest in Holdings in the form of Class A-Prime Units.

        In addition, an affiliate of Madison Dearborn purchased approximately $34.2 million in Subordinated Notes issued by Symphony CLO V, Ltd. (refer to Note 12, "Consolidated Funds—Symphony CLO V").

Transactions with Merrill Lynch and Bank of America's Acquisition of Merrill Lynch

        Upon completion of the MDP Transactions, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") became an "indirect affiliated person" and its affiliates acquired approximately 33% of Holdings' Class A Units. The Company regularly engages in business transactions with Merrill Lynch and its affiliates for the distribution of the Company's open-end funds, closed-end funds, and other products and investment advisory services. For example, the Company participates in "wrap-fee" retail managed account and other programs sponsored by Merrill Lynch through which the Company's investment services are made available to high-net-worth and institutional clients. In addition, the Company serves as a sub-advisor to various funds sponsored by Merrill Lynch or its affiliates.

        On January 1, 2009, Bank of America acquired Merrill Lynch. As a result of this transaction, the Company also considers Bank of America to be a related party.

Nuveen Mutual Funds

        The Company considers its mutual funds to be related parties as a result of the influence the Company has over such mutual funds as a result of the Company's advisory relationship.

22. SUBSEQUENT EVENTS

Repurchase of Minority Members' Interests—Equity Opportunity Programs Implemented During 2006

        On February 13, 2009, the Company has exercised its right to call $18.2 million of various noncontrolling members' interests related to the equity opportunity programs implemented during 2006 (refer to Note 6, "Equity-Based Compensation" for additional information).

F-66

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

						June 30, 2009			December 31, 2008
ASSETS
	Cash and cash equivalents					$	348,707		$	467,136
	Management and distribution fees receivable						80,819			98,733
	Other receivables						33,568			12,354
	Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $88,919 and $82,483, respectively						59,519			62,009
	Investments						427,669			347,362
	Goodwill						2,299,822			2,299,725
	Intangible assets, less accumulated amortization of $105,365 and $72,945, respectively						3,098,935			3,131,355
	Current taxes receivable						6,596			14,276
	Other assets						18,749			21,540
					Total assets	$	6,374,384		$	6,454,490
LIABILITIES AND EQUITY
	Short-term obligations:
		Accounts payable				$	11,229		$	9,633
		Accrued compensation and other expenses					74,206			165,021
		Fair value of open derivatives					78,664			78,574
		Other short-term liabilities					21,916			20,642
				Total short-term obligations			186,015			273,870
	Long-term obligations:
		Term notes				$	4,176,717		$	4,192,922
		Deferred income tax liability, net					1,034,815			1,047,518
		Other long-term liabilities					26,324			27,042
				Total long-term obligations			5,237,856			5,267,482
	Total liabilities						5,423,871			5,541,352
	Equity:
		Nuveen Investments shareholders' equity:
			Additional paid-in capital				2,844,041			2,841,465
			Retained earnings/ (deficit)				(1,842,309	)		(1,796,162	)
			Accumulated other comprehensive income/(loss)				(309	)		(4,200	)
				Total Nuveen Investments shareholders' equity			1,001,423			1,041,103
		Noncontrolling interest					(50,910	)		(127,965	)
				Total equity			950,513			913,138
					Total liabilities and equity	$	6,374,384		$	6,454,490

See accompanying notes to consolidated financial statements.

F-67

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

(unaudited)

			Three Months Ended June 30,						Six Months Ended June 30,
			2009			2008			2009			2008
Operating revenues:
	Investment advisory fees from assets under management		$	144,919		$	183,935		$	285,448		$	376,694
	Product distribution			(285	)		819			684			2,050
	Performance fees / other revenue			4,257			6,428			9,992			9,253
		Total operating revenues		148,891			191,182			296,124			387,997
Operating expenses:
	Compensation and benefits			47,720			75,302			117,147			152,324
	Severance			6,620			10,228			6,695			11,672
	Advertising and promotional costs			1,683			3,145			4,106			6,738
	Occupancy and equipment costs			8,468			7,183			16,405			13,727
	Amortization of intangible assets			16,210			16,200			32,420			32,400
	Travel and entertainment			2,306			3,148			4,761			6,489
	Outside and professional services			10,717			11,343			20,614			20,491
	Other operating expenses			10,517			8,443			19,887			16,128
		Total operating expenses		104,241			134,992			222,035			259,969
Other income/(expense)				59,516			52,651			74,104			(23,378	)
Net interest expense				(61,058	)		(68,711	)		(125,294	)		(136,979	)
Income/(loss) before taxes				43,108			40,130			22,899			(32,329	)
Income tax expense/(benefit)				(541	)		15,202			(14,955	)		(4,078	)
Net income/(loss)				43,649			24,928			37,854			(28,251	)
	Less: net income/(loss) attributable to the noncontrolling interests			64,656			1,644			83,921			(22,005	)
Net income/(loss) attributable to Nuveen Investments			$	(21,007	)	$	23,284		$	(46,067	)	$	(6,246	)

See accompanying notes to consolidated financial statements.

F-68

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(in thousands)

(unaudited)

		Nuveen Investments, Inc. & Subsidiaries
		Additional Paid-In Capital			Retained Earnings/ (Deficit)			Accumulated Other Comprehensive Income/(Loss)			Noncontrolling Interests			Total
Balance at December 31, 2008		$	2,841,465			(1,796,162	)		(4,200	)		(127,965	)	$	913,138
	Net income/(loss)					(46,067	)					83,921			37,854
	Cash dividends paid					(80	)					(2,067	)		(2,147	)
	Amortization of deferred and restricted class A units		3,087												3,087
	Deferred and restricted class A unit payouts		(280	)											(280	)
	Vested value of class B units		12,334												12,334
	Amortization of equity interests											2,821			2,821
	Other comprehensive income								3,891						3,891
	Purchase of and distributions to noncontrolling interests		(12,565	)								(7,620	)		(20,185	)
Balance at June 30, 2009		$	2,844,041			(1,842,309	)		(309	)		(50,910	)	$	950,513

Comprehensive Income/(Loss) (in 000s):				Six Months Ending 6/30/09
Net income				$	37,854
Other comprehensive income/(loss):
	Unrealized gains/(losses) on marketable equity securities, net of tax				3,571
	Reclassification adjustments for realized (gains)/losses				234
	Funded status of retirement plans, net of tax				84
	Foreign currency translation adjustment				2
		Subtotal: other comprehensive income/(loss)			3,891
			Comprehensive income		41,745
less: net income attributable to noncontrolling interests					83,921
Comprehensive loss attributable to Nuveen Investments				$	(42,176	)

See accompanying notes to consolidated financial statements.

F-69

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

				Six Months Ended June 30,
				2009			2008
Cash flows from operating activities:
	Net income/(loss)			$	37,854		$	(28,251	)
	Adjustments to reconcile net income/(loss) to net cash provided from operating activities:
		Net (income)/loss attributable to noncontrolling interests			(83,921	)		22,005
		Deferred income taxes			(14,980	)		(10,768	)
		Depreciation of office property, equipment and leaseholds			6,930			4,695
		Unrealized gains/(losses)			90			754
		Amortization of intangible assets			32,420			32,400
		Amortization of debt related items, net			4,839			4,583
		Compensation expense for equity plans			18,241			20,361
		Net gain on early retirement of Senior Unsecured Notes—5% of 2010			(4,291	)		—
	Net (increase) decrease in assets:
		Management and distribution fees receivable			17,914			9,100
		Other receivables			(9,600	)		15,678
		Current taxes receivable			7,681			174,939
		Other assets			2,583			(4,112	)
	Net increase (decrease) in liabilities:
		Accrued compensation and other expenses			(87,819	)		(79,164	)
		Accounts payable			1,596			5,110
		Other liabilities			(10,098	)		255
	Other				24			(7	)
			Net cash provided by/(used in) operating activities		(80,537	)		167,578
Cash flows from financing activities:
	Repayment of notes payable				(11,575	)		(5,788	)
	Early retirement of notes payable				(5,178	)		—
	Purchase of noncontrolling interests				(18,132	)		(84,934	)
	Payment of income allocation to noncontrolling interests				(2,053	)		(7,654	)
	Undistributed income allocation for noncontrolling interests				712			1,230
	Dividends paid				(80	)		—
	Deferred and restricted Class A unit payouts				(280	)		—
			Net cash used in financing activities		(36,586	)		(97,146	)
Cash flows from investing activities:
	Winslow transaction				(97	)		—
	MDP Transaction				—			(127	)
	Purchase of office property and equipment				(4,464	)		(12,371	)
	Proceeds from sales of investment securities				25,903			10,139
	Purchases of investment securities				(17,111	)		(12,000	)
	Net change in consolidated funds				(5,539	)		(94,220	)
	Other				—			6
			Net cash used in investing activities		(1,308	)		(108,573	)
Effect of exchange rates on cash and cash equivalents					2			(5	)
Decrease in cash and cash equivalents					(118,429	)		(38,146	)
Cash and cash equivalents:
	Beginning of year				467,136			285,051
	End of period			$	348,707		$	246,905
Supplemental Information:
	Taxes Paid			$	216		$	6,362
	Interest Paid			$	144,766		$	139,323

See accompanying notes to consolidated financial statements.

F-70

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

(unaudited)

Note 1 Basis of Presentation

        The unaudited consolidated financial statements presented herein include the accounts of Nuveen Investments, Inc. (the "Company," or "we," or "our"), its majority-owned subsidiaries, and certain funds which we are required to consolidate (as further discussed in Note 12, "Consolidated Funds," in the Company's 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009)), and have been prepared in conformity with U.S. generally accepted accounting principles. All significant intercompany transactions and accounts have been eliminated in consolidation.

        The unaudited consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009).

        As more fully discussed in Note 1, "Acquisition of the Company," of the Company's 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009), Nuveen Investments, Inc. (the "Predecessor") was acquired by a group of private equity investors led by Madison Dearborn Partners, LLC ("MDP") in a merger and related transactions (collectively, the "Transactions" or the "MDP Transactions"). The Transactions closed on November 13, 2007.

        Financial results for periods prior to November 13, 2007 represent operations of the Predecessor. Financial results from November 14, 2007 forward represent operations of the company surviving the MDP-led buyout (the "Successor"). As a result of the MDP-led buyout and the application of purchase accounting as of November 13, 2007, the consolidated financial statements for the period after November 13, 2007 (the Successor period) are presented on a different basis than that for periods prior to November 13, 2007 (the Predecessor period) and therefore are not comparable.

        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 unaudited consolidated financial statements. The results for the period are not necessarily indicative of the results to be expected for the entire year.

SFAS 160—Noncontrolling Interests

        In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160 amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to establish accounting and reporting standards for a noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This pronouncement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, separate from the parent's equity, in the consolidated financial statements. In addition, consolidated net income should be adjusted to include the net income attributed to the noncontrolling interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008; earlier adoption is prohibited. SFAS No. 160 requires retrospective adoption of the presentation and disclosure requirements for existing noncontrolling interests. All other requirements of SFAS No. 160 shall be applied prospectively.

F-71

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 1 Basis of Presentation (Continued)

        The Company adopted SFAS No. 160 on January 1, 2009. As a result of the retrospective application of the disclosure provisions of SFAS No. 160, minority interest receivable/payable is no longer presented in the mezzanine section of the Company's consolidated balance sheet. Minority interest receivable/payable is now presented as "Noncontrolling interest" on the Company's consolidated balance sheets. As a result of presenting "Noncontrolling interest" on the Company's consolidated balance sheet as of December 31, 2008 in conformity with the provisions of SFAS No. 160, "Total Nuveen Investments' shareholders' equity" at December 31, 2008 remains unchanged from that presented in the Company's 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009). On the statement of cash flows, repurchases of minority interests had previously been recorded in "Cash Flows Used In Investing Activities." Under SFAS No. 160, such repurchases are reflected in "Cash Flows Used In Financing Activities."

        Also under the provisions of SFAS No. 160, changes in a parent company's ownership interest in a subsidiary while the parent retains its controlling financial interest in that subsidiary are accounted for as equity transactions. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted shall be recognized in equity attributable to the parent. During February 2009, the Company exercised its right to call certain noncontrolling interests. Under the provisions of SFAS No. 160, the $12.6 million representing the amount paid for the repurchases in excess of the vested value of these noncontrolling interests was recorded as a reduction to Nuveen's additional paid-in-capital. Prior to SFAS No. 160, this amount would have been recorded as additional goodwill.

Other

        Certain prior year balances have been reclassified to conform to the current year presentation.

Note 2 Fair Value Measurements

        SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"), establishes a fair value hierarchy that prioritizes 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). SFAS No. 157 requires that fair value measurements be separately disclosed by level within the fair value hierarchy in order to distinguish between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Specifically:

•

Level 1—inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2—inputs to the valuation methodology other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, through corroboration with observable market data (market-corroborated inputs).

F-72

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 2 Fair Value Measurements (Continued)

•

Level 3—inputs to the valuation methodology that are unobservable inputs for the asset or liability—that is, inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk) developed based on the best information available in the circumstances.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

        The Company did not elect to apply the fair value provisions to any qualifying non-financial assets and liabilities. As a result, the application of SFAS No. 157 to the Company's non-financial assets did not have any impact on the Company's consolidated results of operations or financial position.

        The following table presents information about the Company's fair value measurements at June 30, 2009 and December 31, 2008 (in 000s):

					Fair Value Measurements at June 30, 2009 Using
Description		June 30, 2009			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
	Available-for-sale securities	$	94,481		$	59,987	$	15,952	$	18,542
	Underlying investments from consolidated vehicle		322,815			—		—		322,815
	Other investments		10,374			—		—		10,374
Liabilities
	Derivative financial instruments	$	(78,664	)		—		—	$	(78,664	)

					Fair Value Measurements at December 31, 2008 Using
Description		December 31, 2008			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
	Available-for-sale securities	$	105,967		$	72,179		$	14,796	$	18,992
	Underlying investments from consolidated vehicle		241,180			—			—		241,180
	Other investments		215			—			—		215
Liabilities
	Derivative financial instruments	$	(78,574	)		(52	)		—	$	(78,522	)

F-73

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 2 Fair Value Measurements (Continued)

        The following tables present a rollforward of fair value measurements considered to be Level 3:

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

			Available- for-Sale Securities			Underlying Investments in Consolidated Vehicle		Other Investments		Derivative Financial Instruments			Total
Beginning balance (as of March 31, 2009)			$	17,643		$	258,698	$	223	$	(81,737	)	$	194,827
	Total gains or losses (realized/unrealized)			1,524			58,134		151		3,073			62,882
		Included in earnings		91			58,134		54		3,073			61,352
		Included in other comprehensive income		1,433			—		97		—			1,530
	Purchases and sales			(625	)		5,983		10,000		—			15,358
	Transfers in and/or out of Level 3			—			—		—		—			—
Ending balance (as of June 30, 2009)			$	18,542		$	322,815	$	10,374	$	(78,664	)	$	273,067

			Available- for-Sale Securities			Underlying Investments in Consolidated Vehicle		Other Investments		Derivative Financial Instruments			Total
Beginning balance (as of January 1, 2009)			$	18,992		$	241,180	$	215	$	(78,522	)	$	181,865
	Total gains or losses (realized/unrealized)			1,225			72,478		159		(142	)		73,720
		Included in earnings		89			72,478		62		(142	)		72,487
		Included in other comprehensive income		1,136			—		97		—			1,233
	Purchases and sales			(1,675	)		9,157		10,000		—			17,482
	Transfers in and/or out of Level 3			—			—		—		—			—
Ending balance (as of June 30, 2009)			$	18,542		$	322,815	$	10,374	$	(78,664	)	$	273,067

        All net gains/losses for the period presented in the table above as included in earnings are attributable to the change in unrealized gains or losses relate to assets held at December 31, 2008 which were still held at June 30, 2009.

Available-for-Sale Securities

        At June 30, 2009, approximately $60.0 million of the Company's available-for-sale securities are classified as Level 1 financial instruments, as they are valued based on unadjusted quoted market prices. The majority of these investments are investments in the Company's managed accounts and certain product portfolios (seed investments). Approximately $16.0 million of the Company's available-for-sale investments at June 30, 2009 are considered to be Level 2 financial instruments, as they are valued based on prices developed using observable inputs.

        At June 30, 2009, the Company has approximately $18.5 million of available-for-sale investments classified as Level 3 under SFAS No. 157. Of this $18.5 million in available-for-sale investments

F-74

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 2 Fair Value Measurements (Continued)

classified as Level 3, approximately $2.9 million relate to the Company's investments in the equity of certain collateralized loan obligations ("CLOs") and collateralized debt obligations ("CDOs"). As further discussed in Note 9, "Investments in Collateralized Loan and Debt Obligations," the Company holds investments in the equity of certain CLOs and CDOs for which it acts as a collateral manager. The Company considers these investments to be Level 3 financial instruments, as the valuations for these investments are based on cash flow estimates and the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk), as developed based on the best information available in the circumstances. Also comprising the $18.5 million of available-for-sale investments classified as Level 3 at June 30, 2009 are approximately $12.4 million the Company has invested in auction rate preferred stock issued by unaffiliated entities. As further discussed in the Company's 2008 Year End Financial Statement Filing (filed under Form 8-K on March 31, 2009), the auctions for auction rate preferred stock began to fail on a widespread basis in the beginning of 2008. The Company considers these investments as Level 3 financial instruments, as there is currently no liquid market for these investments. At June 30, 2009, the Company also has approximately $3.1 million invested in seed account portfolios whose underlying investment securities are invested in emerging markets.

        The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by major security type at June 30, 2009 and December 31, 2008, are as follows:

(in 000s)		Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
At June 30, 2009
	Equity	$	57,793	$	5,109	$	(336	)	$	62,566
	Taxable Fixed Income		32,026		1,647		(1,758	)		31,915
		$	89,819	$	6,756	$	(2,094	)	$	94,481
At December 31, 2008
	Equity	$	54,552	$	332	$	—		$	54,884
	Taxable Fixed Income		52,728		5		(1,650	)		51,083
		$	107,280	$	337	$	(1,650	)	$	105,967

Underlying Investments from Consolidated Vehicle

        As further discussed in Note 12, "Consolidated Funds—Symphony CLO V," in the Company's 2008 Year End Financial Statement Filing (filed under Form 8-K on March 31, 2009), the Company is required to consolidate into its financial results an investment vehicle, Symphony CLO V, in which the Company has no equity interest, but for which an affiliate of MDP is the majority equity holder. The underlying investment securities in Symphony CLO V are predominantly syndicated loans whose fair values are derived from broker-quotes. The Company does not normally make adjustments to these

F-75

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 2 Fair Value Measurements (Continued)

broker quotes. However, the Company considers these investments to be Level 3 financial instruments, as a significant portion of the inputs to the broker-quotes are unobservable.

Other Investments

        The $10.4 million in other investments classified as Level 3 financial instruments at June 30, 2009 is comprised of general partner interests in certain limited partnerships for which one of the Company's subsidiary companies is the advisor. The Company considers these limited partnership investments to be Level 3 financial instruments due to their illiquid nature and lack of market inputs.

Derivative Financial Instruments

        As further discussed in Note 7, "Derivative Financial Instruments," the Company uses derivative instruments to manage the economic impact of fluctuations in interest rates related to its long-term debt and to mitigate the overall market risk for certain product portfolios.

Derivative Instruments Related to Long-Term Debt

        Currently, the Company uses interest rate swaps and an interest rate collar to manage its interest rate risk related to its long-term debt. The valuation of these derivative instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

        The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair value of the interest rate collar is determined using the market standard methodology of discounting the future expected cash payments that would occur if variable interest rates fell below the floor strike rate or the cash receipts that would occur if variable interest rates rose above cap strike rate. The variable interest rates used in the calculation of projected cash flows on the collar are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

        To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

        Although the Company has determined that the majority of the inputs used to value its derivatives related to long-term debt fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit

F-76

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 2 Fair Value Measurements (Continued)

spreads to evaluate the likelihood of default by the Company and its counterparties. As of June 30, 2009, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of these derivative positions and has determined that the credit valuation adjustments are significant to the overall valuation of these derivatives. As a result, the Company has determined that its valuations for derivatives related to its long-term debt in their entirety are classified in Level 3 of the fair value hierarchy.

Derivative Instruments Related to Certain Product Portfolios

        At December 31, 2008, the Company held futures contracts that had not been designated as hedging instruments under SFAS No. 133 in order to mitigate the overall market risk of certain product portfolios. As the valuations for these futures contracts were directly received from the counterparty, the futures arm of a nationally recognized bank, the Company has determined that the valuations for these derivatives are classified in Level 1 of the fair value hierarchy, as all valuations for these derivatives are quoted prices (unadjusted) in active markets for identical assets or liabilities. At June 30, 2009, the Company did not hold any such futures contracts.

SFAS No. 107 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.

        As further discussed in Note 10, "Recent Accounting Pronouncements," during April 2009, the FASB Staff issued a position, FSP FAS 107-1 and APB 28-1, "Interim Disclosures About Fair Value of Financial Instruments" ("FSP FAS 107-1 / APB 28-1"), which enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 107-1 / APB 28-1 relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing this FSP, fair values for these assets and liabilities were only disclosed once a year. The FSP now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value.

        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

F-77

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 2 Fair Value Measurements (Continued)

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:

		June 30, 2009				December 31, 2008
(in 000s)		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
	Cash and cash equivalents	$	348,707	$	348,707	$	467,136	$	467,136
	Fees receivable		80,819		80,819		98,733		98,733
	Other receivables		33,568		33,568		12,354		12,354
	Underlying securities in consolidated funds		322,815		322,815		241,180		241,180
	Available-for-sale securities		94,481		94,481		105,967		105,967
	Other investments		10,374		10,374		215		215
Liabilities:
	Long-term notes (excluding CLO V)	$	3,843,808	$	2,834,193	$	3,864,883	$	1,346,099
	Accounts payable		11,229		11,229		9,633		9,633
	Open derivatives		78,664		78,664		78,574		78,574

Note 3 Income Taxes

        The Company and its subsidiaries file a consolidated federal income tax return and 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. In order to fully realize the deferred tax asset, the Company will need to generate future taxable income before the expiration of the deferred tax assets governed by the tax code.

        Valuation allowances may be established, when necessary, to reduce deferred tax assets to amounts expected to be realized. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income, and tax planning strategies in making this assessment.

        At June 30, 2009 and December 31, 2008, the Company had $16.4 million and $4.9 million, respectively, in valuation allowances related to state net operating loss carryforwards due to the uncertainty that the deferred tax assets will be realized. At June 30, 2009 and December 31, 2008, total gross deferred tax assets (after tax valuation allowances) were $169.1 million and $155.6 million, respectively. The increase in the valuation allowance during 2009 reflects the impact of changes to estimated Illinois apportionment as well as an increase in future projected interest costs associated with the Company's new debt issuance in July 2009 (refer to Note 12, "Subsequent Events"). In assessing the likelihood of realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. Based on projections for future

F-78

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 3 Income Taxes (Continued)

taxable income over the periods for which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at June 30, 2009. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income during the carryforward period are reduced.

Note 4 Net Capital Requirement

        Nuveen Investments, LLC, the Company's wholly-owned broker/dealer subsidiary, is subject to SEC 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 in the Rule, shall not exceed 15 to 1. At June 30, 2009, Nuveen Investments, LLC's net capital ratio was 0.96 to 1 and its net capital was approximately $28.2 million, which was $26.4 million in excess of the required net capital of $1.8 million.

Note 5 Goodwill and Intangible Assets

        The following table presents a reconciliation of activity in the balance of goodwill from December 31, 2008 to June 30, 2009 presented on our consolidated balance sheets (in thousands):

Balance at December 31, 2008		$	2,299,725
	Winslow: working capital adjustment		97
Balance at June 30, 2009		$	2,299,822

        The following table presents gross carrying amounts and accumulated amortization amounts for the remaining unamortized intangible assets presented on our consolidated balance sheets at June 30, 2009 and December 31, 2008 (in thousands):

		At June 30, 2009				At December 31, 2008
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Trade names		$	184,900	$	—	$	184,900	$	—
Investment contracts—closed-end funds			1,277,900		—		1,277,900		—
Investment contracts—mutual funds			768,900		—		768,900		—
Customer relationships—managed accounts			972,600		105,365		972,600		72,945
	Total	$	3,204,300	$	105,365	$	3,204,300	$	72,945

        Of the intangible assets presented above, only one is amortizable—Customer Relationships—Managed Accounts, with an estimated approximate useful life of 15 years. The remaining intangible assets presented above are indefinite-lived. The estimated aggregate amortization expense for the next five years is approximately $32.4 million for the remaining six months of 2009, and annual amortization of $64.8 million for each of the years 2010 through 2013.

F-79

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 6 Debt

        At June 30, 2009 and December 31, 2008, debt on the accompanying consolidated balance sheets was comprised of the following long-term obligations (refer also to Note 12, "Subsequent Events"):

(in 000s)			June 30, 2009			December 31, 2008
Long-Term Obligations:
Senior Term Notes:
	Senior term notes—5% due 9/15/10		$	222,745		$	232,245
	Net unamortized discount			(163	)		(237	)
	Net unamortized debt issuance costs			(458	)		(667	)
	Senior term notes—5.5% due 9/15/15			300,000			300,000
	Net unamortized discount			(1,029	)		(1,098	)
	Net unamortized debt issuance costs			(1,617	)		(1,725	)
Term Loan Facility due 11/13/14				2,286,063			2,297,638
Net unamortized discount				(18,817	)		(20,201	)
Net unamortized debt issuance costs				(24,182	)		(25,958	)
Senior Unsecured 10.5% Notes due 11/15/15				785,000			785,000
Net unamortized debt issuance costs				(23,573	)		(24,823	)
Revolving Credit Facility due 11/13/13				250,000			250,000
Symphony CLO V Notes Payable				378,540			378,540
Symphony CLO V Subordinated Notes				24,208			24,208
		Total	$	4,176,717		$	4,192,922

Senior Secured Credit Agreement—Successor

        As a result of the Transactions, the Company has a senior secured credit facility (the "Credit Facility") consisting of a $2.3 billion term loan facility and a $250 million secured revolving credit facility. At June 30, 2009 and December 31, 2008, the Company had $2.3 billion outstanding under the term loan facility. The borrowings under the term loan facility were used as part of the financing to consummate the Transactions. At June 30, 2009 and December 31, 2008, the Company had $250 million outstanding under the revolving credit facility. All borrowings under the Credit Facility bear interest at a rate per annum equal to LIBOR plus 3.0%. In addition to paying interest on outstanding principal under the Credit Facility, the Company is required to pay a commitment fee to the lenders in respect of the unutilized loan commitments at a rate of 0.3750% per annum.

        All obligations under the Credit Facility are guaranteed by Windy City Investments Inc. (the "Parent") and each of our present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker dealers). The obligations under the Credit Facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (1) on a first-lien basis, by all the capital stock of Nuveen Investments and certain of its subsidiaries (excluding

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 6 Debt (Continued)

significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by Nuveen Investments or any guarantor and (2) on a first lien basis by substantially all present and future assets of Nuveen Investments and each guarantor.

        The term loan facility matures on November 13, 2014 and the revolving credit facility matures on November 13, 2013.

        The Company is required to make quarterly payments under the term loan facility in the amount of approximately $5.8 million. The credit agreement permits all or any portion of the loans outstanding to be prepaid.

        At June 30, 2009 and December 31, 2008, the fair value of the $2.3 billion term loan facility was approximately $1.8 billion and $0.9 billion, respectively. At June 30, 2009 and December 31, 2008, the fair value of the $250 million revolving credit facility was approximately $168.8 million and $101.9 million, respectively.

Senior Unsecured Notes—Successor

        Also in connection with the Transactions, the Company issued $785 million of 10.5% senior unsecured notes ("10.5% senior notes"). The 10.5% senior notes mature on November 15, 2015 and pay a coupon of 10.5% of par value semi-annually on May 15 and November 15 of each year, commencing on May 15, 2008. The Company received approximately $758.9 million in net proceeds after underwriting commissions and structuring fees. The net proceeds were used as part of the financing to consummate the Transactions.

        At June 30, 2009 and December 31, 2008, the fair value of the $785 million 10.5% senior notes was approximately $515.8 million and $176.5 million, respectively.

        Obligations under the notes are guaranteed by the Parent and each of our existing, subsequently acquired, and/or organized direct or indirect, domestic, restricted (as defined in the credit agreement) subsidiaries that guarantee the debt under the Credit Facility.

Senior Term Notes—Predecessor / Successor

        On September 12, 2005, the Predecessor issued $550 million of senior unsecured notes, comprised of $250 million of 5-year notes and $300 million of 10-year notes ("Predecessor senior term notes"), the majority of which remain outstanding at June 30, 2009 and December 31, 2008. The Company received approximately $544 million in net proceeds after discounts and other debt issuance costs. The 5-year Predecessor senior term notes bear interest at an annual fixed rate of 5.0% payable semi-annually on March 15 and September 15. The 10-year Predecessor senior term notes bear interest at an annual fixed rate of 5.5% payable semi-annually also on March 15 and September 15. The net proceeds from the Predecessor senior term notes were used to refinance outstanding indebtedness. The costs related to the issuance of the Predecessor senior term notes were capitalized and amortized to expense over their term. At June 30, 2009, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $203.0 million and $162.5 million, respectively. At December 31, 2008,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 6 Debt (Continued)

the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $110.8 million and $46.4 million, respectively.

        During the fourth quarter of 2008, the Company retired a portion of the 5-year Predecessor senior term notes due 2010. Of the $8.4 million paid in total, approximately $0.2 million was for accrued interest, with the remaining amount representing $17.8 million in par. As a result, the Company recorded a $9.5 million gain on early extinguishment of debt during the fourth quarter of 2008. This gain is reflected in "Other Income/(Expense)" on the consolidated statement of income for the year ended December 31, 2008.

        During the first quarter of 2009, the Company retired a portion of the 5-year Predecessor senior term notes due 2010. Of the $5.2 million in total cash paid, approximately $6.6 thousand was for accrued interest, with the remaining amount for principal representing $9.5 million in par on the 5% senior term notes due 2010. The Company also accelerated the recognition of the amortization of bond discount and debt issuance costs. The net gain recorded by the Company was approximately $4.3 million and is reflected in "Other Income/(Expense)" on the Company's consolidated statement of income for the six months ended June 30, 2009. There were no additional early retirements of debt during the second quarter of 2009.

Symphony CLO V—Successor

        As more fully discussed in Note 12, "Consolidated Funds," in the Company's 2008 Year End Financial Statements (filed under Form 8-K on March 31, 2009), the Company is required to consolidate into its financial results a collateralized loan obligation, Symphony CLO V, in accordance with U.S. generally accepted accounting principles. Although the Company does not hold any equity interest in this investment vehicle, an affiliate of MDP is the majority equity holder. The $378.5 million of Notes Payable and $24.2 million of Subordinated Notes reflected in the table, above, reflect debt obligations of Symphony CLO V. All of this debt is collateralized by the assets of Symphony CLO V.

Note 7 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"), requires recognition of all derivatives on the balance sheet at fair value. Derivatives that do not meet the SFAS No. 133 criteria for hedge accounting must be adjusted to fair value through earnings. Changes in the fair value of derivatives that do meet the hedge accounting criteria under SFAS No. 133 are offset against the change in the fair value of the hedged assets or liabilities, with only any "ineffectiveness" (as defined under SFAS No. 133) marked through earnings.

        At June 30, 2009 and December 31, 2008, the Company did not hold any derivatives designated in a formal hedge relationship under the provisions of SFAS No. 133.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 7 Derivative Financial Instruments (Continued)

Derivative Transactions Related to Financing Part of the Transactions

        As of June 30, 2009, the Company held nine interest rate swap derivative transactions and one collar derivative transaction that effectively converted $2.3 billion of variable rate debt under the term loan facility into fixed-rate borrowings. At December 31, 2008, the Company held nine interest rate swap derivative transactions, one collar derivative transaction, and two basis swaps that effectively convert $2.3 billion of variable rate debt into fixed-rate borrowings. The basis swaps effectively lock in the expected future difference between one-month and three-month LIBOR as the primary reference rate for our variable debt. Collectively, these derivatives are referred to as the "New Debt Derivatives."

        For the three and six months ended June 30, 2009, the Company recorded $3.1 million in unrealized gains and $0.1 million in unrealized losses, respectively, related to the New Debt Derivatives. Unrealized gains and losses on the New Debt Derivatives are reflected in "Other Income/(Expense)" on the accompanying consolidated statements of income. For the three and six months ended June 30, 2008, the Company recorded $48.5 million in unrealized gains and $0.9 million in unrealized losses, respectively.

        Also for the three and six months ended June 30, 2009, the Company recorded $16.8 million and $32.8 million, respectively, of interest expense for both periodic swap payments made by the Company as well as realized gains/losses on the New Debt Derivatives. These amounts are reflected in "Net Interest Expense" on the accompanying consolidated statements of income. For the three and six months ended June 30, 2008, the Company recorded $5.5 million.

        At June 30, 2009 and December 31, 2008, the SFAS 157 fair value of the New Debt Derivatives was a liability of $78.7 million and $78.5 million, respectively, and is reflected in "Fair Value of Open Derivatives" under "Other Short-Term Obligations" on the accompanying consolidated balance sheets as of June 30, 2009 and December 31, 2008.

        Contingent Features.    The New Debt Derivatives are "pari-passu" (have equal rights of payment or seniority) with the $2.3 billion of variable rate debt under the term loan facility. Furthermore, in the event that the Company were to have a technical default of its debt covenants for the term loan facility, an acceleration of any amounts due on the New Debt Derivatives would only occur if the lenders accelerate the debt under the term loan facility. The aggregate gross fair value (not including the SFAS No. 157 credit valuation adjustment) of the New Debt Derivatives at June 30, 2009 is $91.9 million. Although the Company does have master netting agreements in place with the various counterparties to the New Debt Derivatives, as of June 30, 2009, each of the Company's New Debt Derivatives are in a liability position. If the credit-risk-related contingent features underlying the New Debt Derivatives agreements had been triggered on June 30, 2009, the Company would have been required to make payments totaling $91.9 million to the various counterparties for the New Debt Derivatives. The Company does not have any collateral posted for the New Debt Derivatives.

Derivative Transactions Related to Certain Product Portfolios

        The Company held futures contracts that had not been designated as hedging instruments under SFAS No. 133 in order to mitigate overall market risk of certain product portfolios. At June 30, 2009,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 7 Derivative Financial Instruments (Continued)

all of these positions have been terminated. At December 31, 2008, the net fair value of these open non-hedging derivatives was a liability of approximately $52.3 thousand and was included in "Fair Value of Open Derivatives" under "Other Short-Term Obligations" on the accompanying consolidated balance sheet as of December 31, 2008. For the three and six months ended June 30, 2009, the Company recorded approximately $0.1 million and $0.2 million of realized gains, respectively, related to these futures contracts. These amounts are reflected in "Other Income/(Expense)" on the accompanying consolidated statement of income for those periods. As all of these futures contracts have been terminated by June 30, 2009, there were no unrealized gains. For the three and six months ended June 30, 2008, the Company recorded approximately $0.2 million and $0.1 million of unrealized gains, respectively. The Company also recorded ten thousand dollars of realized losses and $0.3 million of realized losses for the three and six months ended June 30, 2008. Realized gains/losses and unrealized gains/losses are reflected in "Other Income/(Expense)" on the accompanying consolidated statements of income for those periods.

Note 8 Retirement Plans

        The following table presents the components of the net periodic retirement plans' benefit costs for the three and six months ended June 30, 2009 and 2008, respectively (in 000s):

		Three Months Ended June 30, 2009						Three Months Ended June 30, 2008
		Total Pension			Post- Retirement			Total Pension			Post- Retirement
Service Cost		$	367		$	13		$	382		$	90
Interest Cost			629			114			599			165
Expected Return on Assets			(433	)		—			(599	)		—
Amortization of:
	Unrecognized Prior Service Cost		(31	)		24			(38	)		—
	Unrecognized (Gain)/Loss		114			(44	)		—			—
Total		$	646		$	107		$	344		$	255

		Six Months Ended June 30, 2009						Six Months Ended June 30, 2008
		Total Pension			Post- Retirement			Total Pension			Post- Retirement
Service Cost		$	734		$	27		$	763		$	180
Interest Cost			1,257			228			1,199			331
Expected Return on Assets			(867	)		—			(1,197	)		—
Amortization of:
	Unrecognized Prior Service Cost		(61	)		48			(76	)		—
	Unrecognized (Gain)/Loss		228			(89	)		—			—
Total		$	1,291		$	214		$	689		$	511

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 8 Retirement Plans (Continued)

        During 2009, the Company expects to contribute approximately $1.1 million to its qualified pension plan, approximately $1.1 million to its excess pension plan, and $0.5 million (net of expected Medicare Part D reimbursements) for benefit payments to its post-retirement benefit plan. For the first six months of 2009, the Company has contributed $1.1 million to its qualified plan, paid out approximately $1.1 million in benefits related to its excess pension plan, and paid out $0.2 million in benefits related to its post-retirement plan.

Note 9 Investments in Collateralized Loan and Debt Obligations

        The Company holds an investment in the equity of two collateralized debt obligation entities for which it acts as a collateral manager, Symphony CLO I, Ltd. ("CLO") and the Symphony Credit Opportunities Fund Ltd. ("CDO"), pursuant to collateral management agreements between the Company and each of the collateralized debt obligation entities. At June 30, 2009, the assets of the collateral pool of the CLO were approximately $330 million, which is based on traded cost plus traded cash. At June 30, 2009, the assets of the collateral pool for the CDO were approximately $449 million, which is based on traded market value and traded cash. The Company had a combined minority interest investment in the equity of these entities of $2.9 million at June 30, 2009 and December 31, 2008, respectively.

        The Company accounts for its investments in the CLO and CDO under EITF 99-20, "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets." The excess of future cash flows over the initial investment at the date of purchase is recognized as interest income over the life of the investment using the effective yield method. The Company reviews cash flow estimates throughout the life of the CLO and CDO investment pool to determine whether an impairment of its equity investments should be recognized. Cash flow estimates are based on the underlying pool of collateral securities, which are primarily corporate syndicated loans, and take into account the overall credit quality of the issuers in the collateral securities, the forecasted default rate of the collateral securities and the Company's past experience in managing similar securities. If an updated estimate of future cash flows (taking into account both timing and amounts) is less than the revised estimate, an impairment loss is recognized based on the excess of the carrying amount of the investment over its fair value. There is a certain amount of judgment involved in assumptions used in our cash flow estimating process. Changes in these assumptions could affect our impairment conclusions. The Company has recorded its investment in the equity of the CLO and CDO in "Investments" on its consolidated balance sheets at fair value. Fair value is determined using current information, notably market yields and projected cash flows based on forecasted default and recovery rates that a market participant would use in determining the current fair value of the equity interest. Market yields, default rates and recovery rates used in the Company's estimate of fair value vary based on the nature of the investments in the underlying collateral pools. In periods of rising credit default rates and lower debt recovery rates, the fair value, and therefore the carrying value, of the Company's investments in the CLO and CDO may be adversely affected. The Company's risk of loss is limited to the Company's remaining cost basis in the equity of the CLO and the CDO, which combined, is approximately $3.8 million as of June 30, 2009.

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 10 Recent Accounting Pronouncements

Codification

        During June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 168, "The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles—a Replacement of FASB Statement No. 162" ("SFAS No. 168"). SFAS No. 168 states that the FASB Accounting Standards Codification™ ("Codification") will become the source of authoritative U.S. generally accepted accounting principles ("GAAP") recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS No. 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other grandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

        Following SFAS No. 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates will serve to only update the Codification, provide background information about the Codification's guidance, and provide the bases for conclusions on change(s) in the Codification.

        The Codification does not change U.S. GAAP. The Codification reorganizes the various U.S. GAAP pronouncements into approximately 90 accounting topics and displays them in a consistent structure for ease of research and cross-reference.

        SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162"), which became effective on November 13, 2008, identified the sources of accounting principles and framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS No. 162 arranged these sources of GAAP in a hierarchy for users to apply accordingly. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding SFAS No. 162. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative. As a result, SFAS No. 168 replaces SFAS No. 162 to indicate this change in GAAP hierarchy.

SFAS No. 167 Amendments to FASB Interpretation No. 46(R)

        During June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" ("SFAS No. 167"). SFAS No. 167 amends FASB Interpretation No. 46(R) to require an enterprise to perform an analysis to determine whether the enterprise's variable interest(s) give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics:

•

the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance; and

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 10 Recent Accounting Pronouncements (Continued)

•

the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.

        Additionally, the enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity's economic performance.

        SFAS No. 167 amends Interpretation 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. Before this Statement, Interpretation 46(R) required reconsideration of whether an enterprise is the primary beneficiary of a variable interest entity only when specific events occurred.

        SFAS No. 167 also amends Interpretation 46(R) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both.

        SFAS No. 167 amends certain guidance in Interpretation 46(R) of determining whether an entity is a variable interest entity. It is possible that application of this revised guidance will change an enterprise's assessment of which entities with which it is involved are variable interest entities.

        SFAS No. 167 amends Interpretation No. 46(R) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity's economic performance.

        Under Interpretation 46(R), a troubled debt restructuring as defined in paragraph 2 of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings," was not an event that required reconsideration of whether an entity is a variable interest entity and whether an enterprise is the primary beneficiary of a variable interest entity. SFAS No. 167 eliminates that exception.

        Finally, SFAS No. 167 amends Interpretation 46(R) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity.

        SFAS No. 167 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. SFAS No. 167 will be effective for Nuveen Investments on January 1, 2010. The Company is currently evaluating the impact of SFAS No. 167 to its financial statements.

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 10 Recent Accounting Pronouncements (Continued)

SFAS No. 165—Subsequent Events

        During May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS No. 165"). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are "available to be issued" (as defined in SFAS No. 165). SFAS No. 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date.

        SFAS No. 165 observes that there are two varieties of subsequent events: (1) events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet (called "recognized" subsequent events), and (2) events that provide evidence about conditions that did not exist at the date of the balance sheet, but arose after that date (called "non-recognized" subsequent events). The standard states that companies should recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. For example, the settlement of litigation (after the balance sheet date, but before the date the financial statements are issued or available to be issued) falls within this category of subsequent events where the events that "gave rise" to the litigation had taken place before the balance sheet date. Conversely, a company does not recognize subsequent events that provide evidence about conditions that did not exist at the balance sheet date, but instead arose after the balance sheet date and before the date on which financial statements are issued or are available to be issued. Examples of this type of subsequent event include sales of investments or business combinations. Finally, SFAS No. 165 states that some non-recognized subsequent events may be of such a nature that they must be disclosed to keep the financial statements from being characterized as being misleading. With respect to this type of subsequent event, a company would be required to disclose: (1) the nature of the event, and (2) an estimate of its financial effect or an affirmative statement that such an estimate cannot be made.

        The FASB states that this standard should not result in significant changes in subsequent events that an entity reports—either through recognition or disclosure—in its financial statements. SFAS No. 165 has an "accelerated" effective date; it will apply with respect to interim or annual reporting periods ending after June 15, 2009. We have complied with the disclosure requirements of SFAS No. 165 in this quarterly financial statement filing on Form 8-K for the six months ended June 30, 2009. There were no events occurring subsequent to June 30, 2009 fitting the criteria of SFAS No. 165 that needed to be reflected on our statement of financial position or results of operations for the six months ended June 30, 2009.

FASB Staff Positions on Fair Value

        On April 9, 2009, the FASB issued three final Staff Positions intended to provide additional application guidance and enhance disclosures regarding the fair value measurements and impairment of securities. This additional application guidance was needed to clarify the application of Statement No. 157, "Fair Value Measurements" ("SFAS No. 157"), to fair-value measurements in the current market environment, modify the recognition of other-than-temporary impairment of debt securities, and require companies to disclose the fair values of financial instruments in interim periods. The final Staff

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 10 Recent Accounting Pronouncements (Continued)

Positions are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted simultaneously. The Company has adopted these Staff Positions for the interim financial statements for the six month period ended June 30, 2009.

        The following describes each of the Staff Positions.

FSP FAS 157-4

        FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"), provides guidance for making fair value measurements more consistent with the principles presented in SFAS No. 157. FSP FAS 157-4 relates to determining fair values when there is no active market or where price inputs being used represent distressed sales. It reaffirms what SFAS No. 157 states is the objective of fair value measurement—to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.

FSP FAS 107-1 and APB 28-1

        FSP FAS 107-1 and APB 28-1, "Interim Disclosures About Fair Value of Financial Instruments," ("FSP FAS 107-1 / APB 28-1"), enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 107-1 / APB 28-1 relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing this FSP, fair values for these assets and liabilities were only disclosed once a year. The FSP now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value.

FSP FAS 115-2 and FAS 124-2

        FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments," ("FSP FAS 115-2 / FAS 124-2"), provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. FSP FAS 115-2 / FAS 124-2 is intended to bring greater consistency on the timing of impairment recognition, and provide greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. The FSP also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses.

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 11 Financial Information Related to Guarantor Subsidiaries

        As discussed in Note 6, "Debt," obligations under the 10.5% senior notes due 2015 are guaranteed by the Parent and each of the Company's present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker dealers).

        The following tables present consolidating supplementary financial information for the issuer of the notes (Nuveen Investments, Inc.), the issuer's domestic guarantor subsidiaries, and the non-guarantor subsidiaries together with eliminations as of and for the periods indicated. The issuer's Parent is also a guarantor of the notes. The Parent was a newly formed entity with no assets, liabilities or operations prior to the completion of the Transactions on November 13, 2007. Separate complete financial statements of the respective guarantors would not provide additional material information that would be useful in assessing the financial composition of the guarantors.

F-90

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 11 Financial Information Related to Guarantor Subsidiaries (Continued)

        Consolidating financial information is as follows:

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEET
June 30, 2009
(in 000s)

			Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Intercompany Eliminations			Consolidated excluding Symphony CLO V		Symphony CLO V			Consolidated
Assets
Cash and cash equivalents			$	—		269,720			10,951			58,148			—			338,819		9,888		$	348,707
Management and distribution fees receivable				—					75,924			4,895			—			80,819		—			80,819
Other receivables				—		(1,111,164	)		1,226,108			(97,682	)		—			17,262		16,306			33,568
Furniture, equipment and leasehold improvements*				—		—			39,746			19,773			—			59,519		—			59,519
Investments				—		103,317			1,477			60			—			104,854		322,815			427,669
Investment in Subsidiaries				1,001,423		1,397,810			722,434			773			(3,122,440	)		—		—			—
Goodwill				—		2,166,302			133,520			—			—			2,299,822		—			2,299,822
Intangible assets				—		3,098,935			—			—			—			3,098,935		—			3,098,935
Current taxes receivable				—		6,417			179			—			—			6,596		—			6,596
Other assets				—		—			9,250			5,697			—			14,947		3,802			18,749
			$	1,001,423		5,931,337			2,219,589			(8,336	)		(3,122,440	)		6,021,573		352,811		$	6,374,384
Liabilities and Equity
Short-Term Obligations:
	Accounts payable		$	—		68			4,262			6,899			—			11,229		—		$	11,229
	Accrued compensation and other expenses			—		19,226			51,496			742			—			71,464		2,742			74,206
	Fair value of open derivatives			—		78,664			—			—			—			78,664		—			78,664
	Other short-term liabilities			—		686			610			345			—			1,641		20,275			21,916
		Total Short-Term Obligations		—		98,644			56,368			7,986			—			162,998		23,017			186,015
Long-Term Obligations:
	Term notes			—		3,773,969			—			—			—			3,773,969		402,748			4,176,717
	Deferred income tax liability, net			—		1,057,301			(25,725	)		3,239			—			1,034,815		—			1,034,815
	Other long-term liabilities			—		—			23,521			2,803			—			26,324		—			26,324
		Total Long-Term Obligations		—		4,831,270			(2,204	)		6,042			—			4,835,108		402,748			5,237,856
Total Liabilities				—		4,929,914			54,164			14,028			—			4,998,106		425,765			5,423,871
Equity:
Nuveen Investments shareholders' equity				1,001,423		1,001,423			2,143,381			(22,364	)		(3,122,440	)		1,001,423		—			1,001,423
Noncontrolling interest				—		—			22,044			—						22,044		(72,954	)		(50,910	)
		Total equity		1,001,423		1,001,423			2,165,425			(22,364	)		(3,122,440	)		1,023,467		(72,954	)		950,513
			$	1,001,423		5,931,337			2,219,589			(8,336	)		(3,122,440	)		6,021,573		352,811		$	6,374,384

F-91

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 11 Financial Information Related to Guarantor Subsidiaries (Continued)

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2009
(in 000s)

			Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Intercompany Eliminations			Consolidated excluding Symphony CLO V			Symphony CLO V		Consolidated
Operating revenues:
	Investment advisory fees		$	—		—			283,593			1,855			—			285,448			—	$	285,448
	Product distribution			—		—			—			684			—			684			—		684
	Performance fees/other revenue			—		—			8,646			19,110			(17,764	)		9,992			—		9,992
		Total operating revenues		—		—			292,239			21,649			(17,764	)		296,124			—		296,124
Operating expense
	Compensation and benefits			—		—			105,568			11,579			—			117,147			—		117,147
	Severance			—		—			6,695			—			—			6,695			—		6,695
	Advertising and promotional costs			—		—			3,950			156			—			4,106			—		4,106
	Occupancy and equipment costs			—		—			12,661			3,744			—			16,405			—		16,405
	Amortization of intangible assets			—		32,420			—			—			—			32,420			—		32,420
	Travel and entertainment			—		157			3,924			680			—			4,761			—		4,761
	Outside and professional services			—		22			17,312			3,310			(30	)		20,614			—		20,614
	Other operating expenses			—		1,484			15,868			20,269			(17,734	)		19,887			—		19,887
		Total operating expenses		—		34,083			165,978			39,738			(17,764	)		222,035			—		222,035
Other income/(expense)				—		4,967			(2,335	)		29			—			2,661			71,443		74,104
Net interest revenue/(expense)				—		(137,721	)		641			20			—			(137,060	)		11,766		(125,294	)
Income/(loss) before taxes				—		(166,837	)		124,567			(18,040	)		—			(60,310	)		83,209		22,899
Income tax expense/(benefit)				—		(21,993	)		4,480			2,558			—			(14,955	)		—		(14,955	)
Net income (loss)				—		(144,844	)		120,087			(20,598	)		—			(45,355	)		83,209		37,854
Less: net (income)/loss attributable to the noncontrolling interests				—		—			712			—			—			712			83,209		83,921
Net income/(loss) attributable to Nuveen Investments			$	—		(144,844	)		119,375			(20,598	)		—			(46,067	)		—	$	(46,067	)

F-92

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 11 Financial Information Related to Guarantor Subsidiaries (Continued)

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF CASH FLOW
For the Six Months Ended June 30, 2009
(in 000s)

			Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Consolidated excluding Symphony CLO V			Symphony CLO V			Consolidated
Cash flows from operating activities:
	Net income/(loss)		$	—		(144,844	)		120,087			(20,598	)		(45,355	)	83,209 $				37,854
	Adjustments to reconcile net income/(loss) to net cash provided from operating activities:
		Net (income)/loss attributable to noncontrolling interests		—		—			(712	)		—			(712	)		(83,209	)		(83,921	)
		Deferred income taxes		—		(21,772	)		4,480			2,312			(14,980	)		—			(14,980	)
		Depreciation of office property, equipment, and leaseholds		—		—			4,974			1,956			6,930			—			6,930
		Unrealized (gains)/losses on derivatives		—		90			—			—			90			—			90
		Amortization of intangibles		—		32,420			—			—			32,420			—			32,420
		Amortization of debt related items, net		—		4,839			—			—			4,839			—			4,839
		Compensation expense for equity plans		—		—			18,016			225			18,241			—			18,241
		Net gain on early retirement of Senior Unsecured Notes-5% of 2010		—		(4,291	)		—			—			(4,291	)		—			(4,291	)
	Net change in working capital			—		28,455			(128,414	)		22,240			(77,719	)					(77,719	)
		Net cash provided by / (used in) operating activities		—		(105,103	)		18,431			6,135			(80,537	)		—			(80,537	)
Cash flow from financing activities
	Repayments of notes payable			—		(11,575	)		—			—			(11,575	)		—			(11,575	)
	Early retirement of Senior Unsecured Notes—5% of 2010			—		(5,178	)		—			—			(5,178	)		—			(5,178	)
	Purchase of noncontrolling interests			—		—			(18,132	)		—			(18,132	)		—			(18,132	)
	Payment of income allocation to noncontrolling interests					(211	)		(1,842	)					(2,053	)					(2,053	)
	Undistributed income allocation for noncontrolling interests								712						712						712
	Dividends paid			—		(80	)		—			—			(80	)		—			(80	)
	Deferred and restricted Class A unit payouts			—		—			(280	)		—			(280	)		—			(280	)
		Net cash provided by / (used in) financing activities		—		(17,044	)		(19,542	)		—			(36,586	)		—			(36,586	)
Cash flow from investing activities:
	Winslow Transaction			—		(92	)		(5	)		—			(97	)		—			(97	)
	Purchase of office property and equipment			—		—			(2,467	)		(1,997	)		(4,464	)		—			(4,464	)
	Proceeds from sales of investment securities			—		25,903			—			—			25,903			—			25,903
	Purchase of investment securities			—		(17,111	)		—			—			(17,111	)		—			(17,111	)
	Net change in consolidated funds			—		—			—			—			—			(5,539	)		(5,539	)
	Other			—		—			—			—			—			—			—
		Net cash provided by / (used in) investing activities		—		8,700			(2,472	)		(1,997	)		4,231			(5,539	)		(1,308	)
Effect of exchange rate changes				—		2			—			—			2			—			2
Increase/(decrease) in cash and cash equivalents				—		(113,445	)		(3,583	)		4,138			(112,890	)		(5,539	)		(118,429	)
Cash and cash equivalents
	Beginning of year			—		383,165			14,534			54,010			451,709			15,427			467,136
	End of period		$	—		269,720			10,951			58,148			338,819			9,888		$	348,707

F-93

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

(unaudited)

Note 12 Subsequent Events

        As discussed in Note 10, "Recent Accounting Pronouncements," SFAS No. 165—Subsequent Events has an accelerated effective date and applies to interim or annual reporting periods ending after June 15, 2009. The Company has evaluated subsequent events under the provisions of SFAS No. 165 and has determined that, through August 7, 2009, the filing date for the Company's June 30, 2009 interim financial statements, there were no events occurring subsequent to June 30, 2009 fitting the criteria of SFAS No. 165 that needed to be reflected on the Company's statement of financial position as of June 30, 2009 or results of operations for three and six months ended June 30, 2009.

        During July 2009, the Company obtained a new $450 million six-year, second-lien term loan facility with a fixed interest rate of 12.5%. A fee of 10% of the principal amount of the new term loans was paid ratably to the new lenders. The Company has escrowed proceeds from this new financing to retire the Company's 5% senior unsecured notes due 2010 at maturity. The remaining net proceeds from this new financing were used to pay down a portion of the Company's existing $2.3 billion first-lien term loans.

        Also in July 2009, the Company funded $52 million into a recently created, secular trust as part of a newly established multi-year Mutual Fund Incentive Program for certain of its employees. The trust acquired shares of Nuveen mutual funds supporting the awards of these mutual fund shares under this new incentive program. This new incentive program is subject to vesting.

        During August 2009, the Company elected to borrow an additional $50 million under the second-lien term loan facility described above. A fee of 7% of the principal amount of the new term loans was paid ratably to the new lenders. The net proceeds from the new term loans were used to pay down a portion of the Company's existing $2.3 billion first-lien term loans.

F-94

Nuveen Investments, Inc.

Offer to Exchange
10¹/2% Senior Exchange Notes due 2015
for all Outstanding
10¹/2% Senior Notes due 2015

PROSPECTUS

                        , 2009

Until                        , 2009, all dealers that effect transactions in these securities, whether or not participating in the exchange offer, may be required to deliver a prospectus. This is in addition to a dealers' obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

Delaware General Corporation Law

        The Company, Parent, NAM, Nuveen Investments Advisers Inc. ("NIA"), Nuveen Investments Holdings, Inc. ("Nuveen Holdings") and Rittenhouse Asset Management, Inc. ("Rittenhouse") are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify a director, officer, employee or agent who was or is a party, or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he was a director, officer, employee or agent of the corporation or was serving at the request of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Delaware Limited Liability Company Act

        HydePark, Nuveen Investments Institutional Services Group LLC ("Institutional Services"), NWQ Holdings, LLC ("NWQ Holdings"), NWQ, Santa Barbara and Tradewinds are limited liability companies organized under the laws of the State of Delaware. Section 18-108 of the Delaware Limited Liability Company Act (the "DLLCA") provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to the standards and restrictions, if any, set forth in its limited liability company agreement.

Illinois Business Corporation Act of 1983

        Nuveen Investment Solutions, Inc. ("Nuveen Solutions") is a corporation organized under the laws of the State of Illinois. Under Section 8.75 of the Illinois Business Corporation Act of 1983 (the "IL Act"), Nuveen Solutions is empowered, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) to which such person is made a party or threatened to be made a party by reason of his being or having been a director, officer, employee or agent of Nuveen Solutions, or serving or having served at the request of Nuveen Solutions as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Section 8.75 further provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise, and that such indemnification shall continue as to a director, officer, employee or agent of Nuveen Solutions who has ceased to serve in such capacity, and shall inure to the benefit of the heirs, executors and administrators of such a person.

California Beverly-Killea Limited Liability Company Act

        Symphony is a limited liability company organized under the laws of the State of California. Section 17155 of the California Beverly-Killea Limited Liability Company Act (the "CA Act") provides that, except for a breach of a manager's fiduciary duties of loyalty and care owed to the limited liability

II-1

company and to its members, the articles of organization or written operating agreement of a California limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines, or expenses of any kind incurred as a result of acting in that capacity. Section 17155 further provides that a California limited liability company shall have power to purchase and maintain insurance on behalf of any manager, member, officer, employee, or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person's status as a manager, member, officer, employee, or agent of the limited liability company.

Minnesota Business Corporation Act

        Winslow Capital is incorporated under the laws of the State of Minnesota. Unless prohibited in a corporation's articles or bylaws, Section 302A.521 of the Minnesota Business Corporation Act (the "MBCA") requires indemnification of officers, directors, employees and agents, under certain circumstances, against judgments, penalties, fines, settlements and reasonable expenses (including attorney's fees and disbursements) incurred by such person in connection with a threatened or pending proceeding with respect to the acts or omissions of such person in his official capacity. The general effect of Section 302A.521 of the MBCA is to require the company to reimburse (or pay on behalf of) its directors and officers any personal liability that may be imposed for certain acts performed in their capacity as directors and officers, except where such persons have not acted in good faith.

Charter Documents

        Each of the Company's and Parent's Restated Certificate of Incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. Each of the Company's and Parent's Amended and Restated By-laws provide that directors, officers and employees will be indemnified to the fullest extent authorized by the DGCL with respect to actions, suits or proceedings. Each of the Company's and Parent's Amended and Restated By-laws require the Company or Parent, as applicable to pay or reimburse all expenses, including attorneys' fees, incurred by a director, officer or employee in defending any such proceeding, upon an undertaking by such party to repay such expenses if it is ultimately determined that such party was not entitled to be indemnified by the Company or Parent, as applicable. From time to time, officers and directors may be provided with indemnification agreements that are consistent with the foregoing provisions. The Company and Parent believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.

        The certificate of incorporation and/or by-laws of NAM, NIA, Nuveen Holdings, Inc. and Rittenhouse each provide for the indemnification of officers and directors to the fullest extent permitted by the DGCL.

        The operating agreement of HydePark, Institutional Services, NWQ Holdings, NWQ, Santa Barbara and Tradewinds each provide for the indemnification of officers and managers to the fullest extent permitted by the DLLCA.

        The operating agreement of Symphony provides for the indemnification of officers and managers to the fullest extent permitted by the CA Act.

        The by-laws of Winslow Capital provide for the indemnification of officers and managers to the fullest extent permitted by the MBCA.

II-2

Securities Act

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 21.    Exhibits and Financial Statement Schedules

(a)

Exhibits

        The following exhibits are included as exhibits to this Registration Statement:

Exhibit Designation		Exhibit	Exhibit No. and Location
	3.1	Amended and Restated Certificate of Incorporation of the Company	Exhibit 3.1 to the Company's Form 8-K filed on November 16, 2007
	3.2	By-Laws of the Company	Exhibit 3.2 to the Company's Form 8-K filed on November 16, 2007
	3.3	Certificate of Merger	Exhibit 3.3 to the Company's Form S-4 filed on May 13, 2009
	*3.4	Certificate of Incorporation of Windy City Investments, Inc.
	*3.5	By-Laws of Windy City Investments, Inc.
	*3.6	Certificate of Formation of Nuveen HydePark Group, LLC
	*3.7	Certificate of Amendment of Nuveen HydePark Group, LLC
	*3.8	Limited Liability Company Agreement of Nuveen HydePark Group, LLC
	*3.9	Amended and Restated Certificate of Incorporation of Nuveen Asset Management
	*3.10	Restated Bylaws of Nuveen Asset Management
	*3.11	Certificate of Incorporation of Nuveen Investments Advisers Inc.
	*3.12	Bylaws of Nuveen Investments Advisers Inc.

II-3

Exhibit Designation		Exhibit	Exhibit No. and Location
	*3.13	Certificate of Incorporation of Nuveen Investments Holdings, Inc.
	*3.14	By-Laws of Nuveen Investments Holdings, Inc.
	*3.15	Certificate of Formation of Nuveen Investments Institutional Services Group LLC
	*3.16	Limited Liability Company Agreement of Nuveen Investments Institutional Services Group LLC
	*3.17	Certificate of Formation of NWQ Holdings, LLC
	*3.18	Certificate of Formation of NWQ Investment Management Company, LLC
	*3.19	Certificate of Merger for NWQ Investment Management Company, LLC
	*3.20	Certificate of Amendment of Certificate of Formation of NWQ Investment Management Company, LLC
	*3.21	Second Amended and Restated Limited Liability Company Agreement of NWQ Investment Management Company, LLC
	*3.22	Articles of Incorporation of Nuveen Investment Solutions, Inc.
	*3.23	Articles of Amendment of Nuveen Investment Solutions, Inc.
	*3.24	By-Laws of Nuveen Investment Solutions, Inc.
	*3.25	Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.26	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.27	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.28	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.29	Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.30	Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.31	Amended and Restated By-Laws of Rittenhouse Asset Management, Inc.

II-4

Exhibit Designation		Exhibit	Exhibit No. and Location
	*3.32	Certificate of Formation of Santa Barbara Asset Management, LLC
	*3.33	Second Amended and Restated Limited Liability Company Agreement of Santa Barbara Asset Management, LLC
	*3.34	Articles of Organization of Symphony Asset Management LLC
	*3.35	Amended and Restated Limited Liability Company Agreement of Symphony Asset Management LLC
	*3.36	Certificate of Formation of Tradewinds Global Investors, LLC
	*3.37	Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLC
	*3.38	Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLC
	*3.39	Second Amended and Restated Limited Liability Company Agreement of Tradewinds Global Investors, LLC
	*3.40	Articles of Incorporation of Winslow Capital Management, Inc.
	*3.41	Articles of Amendment of Articles of Incorporation of Winslow Capital Management, Inc.
	*3.42	Amended and Restated By-Laws of Winslow Capital Management, Inc.
	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
	4.3	Indenture, dated as of November 13, 2007, among the Company, the Guarantors party thereto and U.S. Bank National Association	Exhibit 4.1 to the Company's Form 8-K filed on November 16, 2007
	4.4	Exchange and Registration Rights Agreement dated as of November 13, 2007	Exhibit 4.4 to the Company's Form S-4 filed on May 13, 2009
	*5.1	Opinion of Winston & Strawn LLP
	10.1	Nuveen Investments, LLC Excess Benefit Retirement Plan	Exhibit 10.1 to the Company's Form S-4 filed on May 13, 2009

II-5

Exhibit Designation		Exhibit	Exhibit No. and Location
	10.2	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
	10.3	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
	10.4	Description of Investment Management Contracts	Exhibit 10.21 to the Company's Form 10-K for year ended December 31, 2004
	10.5	Agreement and Plan of Merger, dated as of June 19, 2007, among Windy City Investments, Inc., Windy City Acquisition Corp. and the Company	Exhibit 2.1 to the Company's Form 8-K filed on June 20, 2007
	10.6	Credit Agreement, dated as of November 13, 2007, among Windy City Acquisition Corp., the Company, Deutsche Bank AG New York Branch and the other parties thereto	Exhibit 10.1 to the Company's Form 8-K filed on November 16, 2007
	*10.7	Schedules and Exhibits to Credit Agreement, dated as of November 13, 2007, among Windy City Acquisition Corp., the Company, Deutsche Bank AG New York Branch and the other parties thereto
	10.8	Employment Agreement, dated as of November 1, 2002, between the Company and John P. Amboian	Exhibit 10.2 to the Company's Form 10-Q filed on November 14, 2002
	10.9	Amendment to Employment Agreement, dated as of January 1, 2008, between the Company and John P. Amboian	Exhibit 10.8 to the Company's Form S-4 filed on May 13, 2009
	10.10	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and Mark J.P. Anson	Exhibit 10.9 to the Company's Form S-4 filed on May 13, 2009
	10.11	Employment Agreement, dated as of January 1, 2008, between the Company and Glenn R. Richter	Exhibit 10.10 to the Company's Form S-4 filed on May 13, 2009
	10.12	Employment Agreement, dated as of January 1, 2008, between the Company and Alan G. Berkshire	Exhibit 10.11 to the Company's Form S-4 filed on May 13, 2009
	10.13	Employment Agreement, dated as of January 1, 2008, between the Company and John L. MacCarthy	Exhibit 10.12 to the Company's Form S-4 filed on May 13, 2009

II-6

Exhibit Designation		Exhibit	Exhibit No. and Location
	10.14	Form of Windy City Investment Holdings, L.L.C. Deferred Unit Grant Agreement	Exhibit 10.13 to the Company's Form S-4 filed on May 13, 2009
	10.15	Form of Windy City Investments Holdings, L.L.C. Class A Unit Purchase Agreement	Exhibit 10.14 to the Company's Form S-4 filed on May 13, 2009
	10.16	Form of Windy City Investments Holdings, L.L.C. Class B Unit Grant Agreement	Exhibit 10.15 to the Company's Form S-4 filed on May 13, 2009
	10.17	Windy City Investment Holdings, L.L.C. Amended and Restated Unitholders Agreement	Exhibit 10.16 to the Company's Form S-4 filed on May 13, 2009
	*10.18	Services Agreement, dated as of November 13, 2007, among the Company, Madison Dearborn Partners V-B, L.P., MLGPE U.S. Strategies LLC and the other parties thereto
	10.19	First Amendment to Credit Agreement, dated as of July 28, 2009, among Windy City Investments, Inc., the Company, Deutsche Bank AG New York Branch and the other parties thereto	Exhibit 10.1 to the Company's Form 8-K filed on July 31, 2009
	10.20	Incremental Second-Lien Term Loan Agreement, dated as of August 11, 2009, among Windy City Investments, Inc., the Company, Deutsche Bank AG New York Branch and the other parties thereto	Exhibit 10.1 to the Company's Form 8-K filed on August 17, 2009
	*10.21	Letter Agreement, dated June 30, 2009, between Nuveen Investments, Inc. and Alan G. Berkshire
	*10.22	Nuveen Investments 2009 Mutual Fund Investment Plan
	*10.23	Form of Mutual Fund Award Agreement under the Nuveen Investments 2009 Mutual Fund Investment Plan
	*12	Statement of Computation of Ratios of Earnings to Fixed Charges
	21	Subsidiaries of the Company	Exhibit 21 to the Company's Form S-4 filed on May 13, 2009
	*23.1	Consent of Independent Registered Public Accounting Firm
	*23.2	Consent of Winston & Strawn LLP (included in Exhibit 5.1)
	24	Powers of Attorney	Exhibit 24 to the Company's Form S-4 filed on May 13, 2009

II-7

Exhibit Designation		Exhibit	Exhibit No. and Location
	25	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association	Exhibit 25 to the Company's Form S-4 filed on May 13, 2009
	99.1	Form of Letter of Transmittal	Exhibit 99.1 to the Company's Form S-4 filed on May 13, 2009
	99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Exhibit 99.2 to the Company's Form S-4 filed on May 13, 2009
	99.3	Form of Letter to Clients	Exhibit 99.3 to the Company's Form S-4 filed on May 13, 2009
	99.4	Form of Notice of Guaranteed Delivery	Exhibit 99.4 to the Company's Form S-4 filed on May 13, 2009

*

Filed herewith.

(b)

Financial Statement Schedules

        See Index to Consolidated Financial Statements

Item 22.    Undertakings

        The undersigned registrant hereby undertakes:

        a.     To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

        b.     To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change of such information in the Registration Statement.

II-8

        c.     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        d.     That, for the purpose of determining any liability under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of the Registration Statement, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in the Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.

        e.     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this offering.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the undersigned registrant pursuant to the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the Securities and Exchange Commission (the "Commission") such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned registrant of expenses incurred or paid by a director, officer or controlling person of the undersigned registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NUVEEN INVESTMENTS, INC.
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Glenn R. Richter	Executive Vice President, Chief Operating Officer and Principal Financial Officer (Principal Financial Officer)
By	/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director, Corporate Controller and Principal Accounting Officer (Principal Accounting Officer)
By	* John P. Amboian	Director
By	* Timothy M. Hurd	Director
By	* Mark B. Tresnowski	Director
By	* Vahe A. Dombalagian	Director
By	* Edward M. Magnus	Director
By	* Peter S. Voss	Director
By	* Eugene S. Sunshine	Director

II-10

By	* Frederick W. Eubank II	Director
By	* Nathan C. Thorne	Director
By	* Angel L. Morales	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

WINDY CITY INVESTMENTS, INC.
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Glenn R. Richter	Executive Vice President, Chief Operating Officer and Principal Financial Officer (Principal Financial Officer)
By	/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director, Corporate Controller and Principal Accounting Officer (Principal Accounting Officer)
By	* John P. Amboian	Director
By	* Timothy M. Hurd	Director
By	* Mark B. Tresnowski	Director
By	* Vahe A. Dombalagian	Director
By	* Edward M. Magnus	Director
By	* Peter S. Voss	Director
By	* Eugene S. Sunshine	Director

II-12

By	* Frederick W. Eubank II	Director
By	* Nathan C. Thorne	Director
By	* Angel L. Morales	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NUVEEN HYDEPARK GROUP, LLC
By	/s/ JOHN L. MACCARTHY John L. MacCarthy Vice President

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chairman of the Board of Directors of Nuveen Investment Solutions, Inc., its Managing Member (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Vice President of Nuveen Investment Solutions, Inc., its Managing Member
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NUVEEN ASSET MANAGEMENT
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President, Corporate Controller and Treasurer (Principal Financial and Accounting Officer)
By	* John P. Amboian	Director
By	* Glenn R. Richter	Director
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NUVEEN INVESTMENTS ADVISERS INC.
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President, Corporate Controller and Treasurer (Principal Financial and Accounting Officer)
By	* John P. Amboian	Director
By	* Glenn R. Richter	Director
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NUVEEN INVESTMENTS HOLDINGS, INC.
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President, Corporate Controller and Treasurer (Principal Financial and Accounting Officer)
By	* John P. Amboian	Director
By	* Glenn R. Richter	Director
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President of Nuveen Investments, Inc., its Sole Member
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NWQ HOLDINGS, LLC
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President of Nuveen Investments, Inc., its Managing Member
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NWQ INVESTMENT MANAGEMENT COMPANY, LLC
By	/s/ JOHN L. MACCARTHY John L. MacCarthy Vice President

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer of NWQ Holdings, LLC, its Managing Member (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President of NWQ Holdings, LLC, its Managing Member
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

NUVEEN INVESTMENT SOLUTIONS, INC.
By	/s/ JOHN L. MACCARTHY John L. MacCarthy Vice President

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chairman of the Board of Directors (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	* John P. Amboian	Director
By	* Glenn R. Richter	Director
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

RITTENHOUSE ASSET MANAGEMENT, INC.
By	/s/ JOHN P. AMBOIAN John P. Amboian Chief Executive Officer

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	* John P. Amboian	Director
By	* Glenn R. Richter	Director
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

SANTA BARBARA ASSET MANAGEMENT, LLC
By	/s/ JOHN L. MACCARTHY John L. MacCarthy Vice President

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer of Nuveen Investments, Inc., its Managing Member (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Assistant Secretary (Principal Financial and Accounting Officer)
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President of Nuveen Investments, Inc., its Managing Member
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

SYMPHONY ASSET MANAGEMENT LLC
By	/s/ JOHN L. MACCARTHY John L. MacCarthy Vice President

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer of Nuveen Investments Holdings, Inc., its Managing Member (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President of Nuveen Investments Holdings, Inc., its Managing Member
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

TRADEWINDS GLOBAL INVESTORS, LLC
By	/s/ JOHN L. MACCARTHY John L. MacCarthy Vice President

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chief Executive Officer of NWQ Holdings, LLC, its Managing Member (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President and Treasurer (Principal Financial and Accounting Officer)
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President of NWQ Holdings, LLC, its Managing Member
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

WINSLOW CAPITAL MANAGEMENT, INC.
By	/s/ JOHN L. MACCARTHY John L. MacCarthy Vice President

        Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 24th day of August, 2009.

By	* John P. Amboian	Chairman of the Board of Directors (Principal Executive Officer)
By	* Sherri A. Hlavacek	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
By	* John P. Amboian	Director
By	* Glenn R. Richter	Director
By	/s/ JOHN L. MACCARTHY John L. MacCarthy	Director
*By	/s/ JOHN L. MACCARTHY As attorney in fact

II-26

EXHIBIT INDEX

Exhibit Designation		Exhibit	Exhibit No. and Location
	3.1	Amended and Restated Certificate of Incorporation of the Company	Exhibit 3.1 to the Company's Form 8-K filed on November 16, 2007
	3.2	By-Laws of the Company	Exhibit 3.2 to the Company's Form 8-K filed on November 16, 2007
	3.3	Certificate of Merger	Exhibit 3.3 to the Company's Form S-4 filed on May 13, 2009
	*3.4	Certificate of Incorporation of Windy City Investments, Inc.
	*3.5	By-Laws of Windy City Investments, Inc.
	*3.6	Certificate of Formation of Nuveen HydePark Group, LLC
	*3.7	Certificate of Amendment of Nuveen HydePark Group, LLC
	*3.8	Limited Liability Company Agreement of Nuveen HydePark Group, LLC
	*3.9	Amended and Restated Certificate of Incorporation of Nuveen Asset Management
	*3.10	Restated Bylaws of Nuveen Asset Management
	*3.11	Certificate of Incorporation of Nuveen Investments Advisers Inc.
	*3.12	Bylaws of Nuveen Investments Advisers Inc.
	*3.13	Certificate of Incorporation of Nuveen Investments Holdings, Inc.
	*3.14	By-Laws of Nuveen Investments Holdings, Inc.
	*3.15	Certificate of Formation of Nuveen Investments Institutional Services Group LLC
	*3.16	Limited Liability Company Agreement of Nuveen Investments Institutional Services Group LLC
	*3.17	Certificate of Formation of NWQ Holdings, LLC
	*3.18	Certificate of Formation of NWQ Investment Management Company, LLC
	*3.19	Certificate of Merger for NWQ Investment Management Company, LLC
	*3.20	Certificate of Amendment of Certificate of Formation of NWQ Investment Management Company, LLC

II-27

Exhibit Designation		Exhibit	Exhibit No. and Location
	*3.21	Second Amended and Restated Limited Liability Company Agreement of NWQ Investment Management Company, LLC
	*3.22	Articles of Incorporation of Nuveen Investment Solutions, Inc.
	*3.23	Articles of Amendment of Nuveen Investment Solutions, Inc.
	*3.24	By-Laws of Nuveen Investment Solutions, Inc.
	*3.25	Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.26	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.27	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.28	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.29	Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.30	Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.
	*3.31	Amended and Restated By-Laws of Rittenhouse Asset Management, Inc.
	*3.32	Certificate of Formation of Santa Barbara Asset Management, LLC
	*3.33	Second Amended and Restated Limited Liability Company Agreement of Santa Barbara Asset Management, LLC
	*3.34	Articles of Organization of Symphony Asset Management LLC
	*3.35	Amended and Restated Limited Liability Company Agreement of Symphony Asset Management LLC
	*3.36	Certificate of Formation of Tradewinds Global Investors, LLC
	*3.37	Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLC
	*3.38	Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLC

II-28

Exhibit Designation		Exhibit	Exhibit No. and Location
	*3.39	Second Amended and Restated Limited Liability Company Agreement of Tradewinds Global Investors, LLC
	*3.40	Articles of Incorporation of Winslow Capital Management, Inc.
	*3.41	Articles of Amendment of Articles of Incorporation of Winslow Capital Management, Inc.
	*3.42	Amended and Restated By-Laws of Winslow Capital Management, Inc.
	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
	4.3	Indenture, dated as of November 13, 2007, among the Company, the Guarantors party thereto and U.S. Bank National Association	Exhibit 4.1 to the Company's Form 8-K filed on November 16, 2007
	4.4	Exchange and Registration Rights Agreement dated as of November 13, 2007	Exhibit 4.4 to the Company's Form S-4 filed on May 13, 2009
	*5.1	Opinion of Winston & Strawn LLP
	10.1	Nuveen Investments, LLC Excess Benefit Retirement Plan	Exhibit 10.1 to the Company's Form S-4 filed on May 13, 2009
	10.2	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
	10.3	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
	10.4	Description of Investment Management Contracts	Exhibit 10.21 to the Company's Form 10-K for year ended December 31, 2004
	10.5	Agreement and Plan of Merger, dated as of June 19, 2007, among Windy City Investments, Inc., Windy City Acquisition Corp. and the Company	Exhibit 2.1 to the Company's Form 8-K filed on June 20, 2007

II-29

Exhibit Designation		Exhibit	Exhibit No. and Location
	10.6	Credit Agreement, dated as of November 13, 2007, among Windy City Acquisition Corp., the Company, Deutsche Bank AG New York Branch and the other parties thereto	Exhibit 10.1 to the Company's Form 8-K filed on November 16, 2007
	*10.7	Schedules and Exhibits to Credit Agreement, dated as of November 13, 2007, among Windy City Acquisition Corp., the Company, Deutsche Bank AG New York Branch and the other parties thereto
	10.8	Employment Agreement, dated as of November 1, 2002, between the Company and John P. Amboian	Exhibit 10.2 to the Company's Form 10-Q filed on November 14, 2002
	10.9	Amendment to Employment Agreement, dated as of January 1, 2008, between the Company and John P. Amboian	Exhibit 10.8 to the Company's Form S-4 filed on May 13, 2009
	10.10	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and Mark J.P. Anson	Exhibit 10.9 to the Company's Form S-4 filed on May 13, 2009
	10.11	Employment Agreement, dated as of January 1, 2008, between the Company and Glenn R. Richter	Exhibit 10.10 to the Company's Form S-4 filed on May 13, 2009
	10.12	Employment Agreement, dated as of January 1, 2008, between the Company and Alan G. Berkshire	Exhibit 10.11 to the Company's Form S-4 filed on May 13, 2009
	10.13	Employment Agreement, dated as of January 1, 2008, between the Company and John L. MacCarthy	Exhibit 10.12 to the Company's Form S-4 filed on May 13, 2009
	10.14	Form of Windy City Investment Holdings, L.L.C. Deferred Unit Grant Agreement	Exhibit 10.13 to the Company's Form S-4 filed on May 13, 2009
	10.15	Form of Windy City Investments Holdings, L.L.C. Class A Unit Purchase Agreement	Exhibit 10.14 to the Company's Form S-4 filed on May 13, 2009
	10.16	Form of Windy City Investments Holdings, L.L.C. Class B Unit Grant Agreement	Exhibit 10.15 to the Company's Form S-4 filed on May 13, 2009
	10.17	Windy City Investment Holdings, L.L.C. Amended and Restated Unitholders Agreement	Exhibit 10.16 to the Company's Form S-4 filed on May 13, 2009
	*10.18	Services Agreement, dated as of November 13, 2007, among the Company, Madison Dearborn Partners V-B, L.P., MLGPE U.S. Strategies LLC and the other parties thereto

II-30

Exhibit Designation		Exhibit	Exhibit No. and Location
	10.19	First Amendment to Credit Agreement, dated as of July 28, 2009, among Windy City Investments, Inc., the Company, Deutsche Bank AG New York Branch and the other parties thereto	Exhibit 10.1 to the Company's Form 8-K filed on July 31, 2009
	10.20	Incremental Second-Lien Term Loan Agreement, dated as of August 11, 2009, among Windy City Investments, Inc., the Company, Deutsche Bank AG New York Branch and the other parties thereto	Exhibit 10.1 to the Company's Form 8-K filed on August 17, 2009
	*10.21	Letter Agreement, dated June 30, 2009, between Nuveen Investments, Inc. and Alan G. Berkshire
	*10.22	Nuveen Investments 2009 Mutual Fund Investment Plan
	*10.23	Form of Mutual Fund Award Agreement under the Nuveen Investments 2009 Mutual Fund Investment Plan
	*12	Statement of Computation of Ratios of Earnings to Fixed Charges
	21	Subsidiaries of the Company	Exhibit 21 to the Company's Form S-4 filed on May 13, 2009
	*23.1	Consent of Independent Registered Public Accounting Firm
	*23.2	Consent of Winston & Strawn LLP (included in Exhibit 5.1)
	24	Powers of Attorney	Exhibit 24 to the Company's Form S-4 filed on May 13, 2009
	25	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association	Exhibit 25 to the Company's Form S-4 filed on May 13, 2009
	99.1	Form of Letter of Transmittal	Exhibit 99.1 to the Company's Form S-4 filed on May 13, 2009
	99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Exhibit 99.2 to the Company's Form S-4 filed on May 13, 2009
	99.3	Form of Letter to Clients	Exhibit 99.3 to the Company's Form S-4 filed on May 13, 2009
	99.4	Form of Notice of Guaranteed Delivery	Exhibit 99.4 to the Company's Form S-4 filed on May 13, 2009

*

Filed herewith.

II-31

EX-3.4

Exhibit 3.4

CERTIFICATE OF INCORPORATION

OF

WINDY CITY INVESTMENTS, INC.

ARTICLE ONE

The name of the corporation is Windy City Investments, Inc.

ARTICLE TWO

The address of the registered office of the corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, Kent County, Delaware 19801. The name of its registered agent at such address is National Registered Agents, Inc.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of common stock, with a par value of $0.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Joan D. Donovan	200 East Randolph Drive Suite 5700 Chicago, Illinois 60601.

ARTICLE SIX

The corporation is to have perpetual existence.

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ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, (i) a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director and (ii) the corporation shall indemnify its officers and directors. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The number of directors of the corporation shall be as from time to time fixed by, or in the manner provided in, the by-laws of the corporation.

ARTICLE TWELVE

Subject to receipt of any necessary stockholder approvals as required by the laws of the State of Delaware, the corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

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I, THE UNDERSIGNED, being the sole incorporator herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 18th day of June, 2007.

/s/ Joan D. Donovan

Joan D. Donovan, Sole Incorporator

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EX-3.5

Exhibit 3.5

BY-LAWS

OF

WINDY CITY INVESTMENTS, INC.
A Delaware corporation

(Adopted as of June 18, 2007)

ARTICLE I
OFFICES

Section 1.Registered Office. The registered office of the corporation in the State of Delaware shall be located at Delaware is 160 Greentree, Suite 160, in the City of Dover, County of Kent, 19904. The name of the corporation’s registered agent at such address shall be National Registered Agents, Inc. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2.Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2.Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the president.

Section 3.Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4.Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5.Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6.Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7.Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9.Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any

2

amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

Section 10.Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11.Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III
DIRECTORS

Section 1.General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2.Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4.Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5.Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6.Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or any member of the board of directors on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, by telegraph, or by electronic transmission.

Section 7.Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 8.Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9.Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11.Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12.Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV
OFFICERS

Section 1.Number. The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice-presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2.Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5.Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6.The President. The president shall be the chief executive officer of the corporation and, subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 7.Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the

6

restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8.The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 9.The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 10.Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11.Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s

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place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify anysuch person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2.Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to

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indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3.Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5.Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6.Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7.Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8.Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent

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corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI
CERTIFICATES OF STOCK

Section 1.Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2.Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the

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corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3.Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4.Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5.Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 6.Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7.Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII
GENERAL PROVISIONS

Section 1.Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3.Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4.Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in

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this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5.Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6.Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8.Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9.Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10.Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII
AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.6

Exhibit 3.6

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

·First: The name of the limited liability company is HydePark Investment Strategies, LLC.

·Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington. The name of its Registered agent at such address is The Corporation Trust Company.

·Third: (Use this paragraph only if the company is to have a specific effective date of dissolution)“The latest date on which the limited liability company is to dissolve is                            .”

·Fourth: (Insert any other matters the members determine to include herein.) Management of the Limited Liability Company shall be vested in a manager or managers.

In Witness Whereof, the undersigned have executed this Certificate of Formation of HydePark Investment Strategies, LLC this 4th day of April, 2001.

BY:	/s/ Joseph E. Tierney III
	Authorized Person(s)
NAME:	Joseph E. Tierney III
	Type or Print

EX-3.7

Exhibit 3.7

CERTIFICATE OF AMENDMENT

OF

HYDEPARK INVESTMENT STRATEGIES, LLC

1.   The name of the limited liability company is:

HydePark Investment Strategies, LLC

2.   The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is amended to:

Nuveen HydePark Group, LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 21st day of September 2007.

/s/ Kevin J. McCarthy

Kevin J. McCarthy, Authorized Person

EX-3.8

Exhibit 3.8

LIMITED LIABILITY COMPANY AGREEMENT

HydePark Investment Strategies, LLC

The undersigned, being the sole member of HydePark Investment Strategies, LLC, a Delaware limited liability company (the “Company”), hereby declares that the following shall constitute the limited liability company agreement of the Company:

1.               The sole member of the Company is David E. Tierney. Initially the sole member shall contribute to the Company the sum of two thousand ($2,000) dollars upon demand which shall constitute the sole member’s initial capital account balance. Distributions by the Company to the sole member shall be charged against its capital account balance and distributions in liquidation of the Company shall be made to the sole member in accordance with such balance.

2.               Management of the business and affairs of the Company shall be vested exclusively in the individuals who are selected as managers by the sole member. The number of managers and the individuals who are to serve as managers shall be determined from time to time by the sole member. Each manager shall hold office until his or her successor has been elected. A manager may be removed from office by the sole member with or without cause, without prejudice to the contract rights, if any, of the manager so removed. Except as provided below, when more than one manager is then serving, action by the managers may be taken only by vote at a meeting of the managers. Each manager shall have one vote. The presence of a majority of the managers who are entitled to vote on a matter shall constitute a quorum at any meeting of managers relating thereto. Meetings of the managers may be called from time to time on reasonable notice by any manager either orally or in writing stating the time and place thereof. Notice may be waived by written statement and is waived by attendance other than solely to object to holding the meeting. Notwithstanding the preceding provisions of this section, any manager may participate in a meeting of managers by any means whereby all participants can simultaneously hear all other participants during the meeting and a meeting of managers in which all participate in this fashion shall be valid.

3.               Any action required or permitted to be taken by the managers may be taken without a meeting by unanimous written consent of the managers entitled to act thereon contained in one or more documents setting forth the action to be taken and signed by the consenting manager or managers.

4.               The managers shall establish by resolution the offices to be held by the individuals who will act on behalf of the Company and the duties and authority the individuals holding such offices will have. At a minimum, such offices will include a president, a vice-president, a secretary and a treasurer which offices shall have the duties and authority as those offices generally have with respect to corporations organized under the Delaware Corporation Code and may include more than one vice-president and assistant treasurers and secretaries as the managers may deem appropriate. The managers will elect individuals who may include managers to hold

these offices. Any individual may hold more than one of such offices provided that while an individual is president, he or she may not also be vice-president, secretary or assistant secretary. These officers will serve for such terms as are specified in the resolution of the managers creating their respective offices or until their replacements are elected. Notwithstanding the preceding sentence, the managers may remove any officer of the Company, at any time with or without cause, without prejudice to the contract rights, if any, of the officer so removed. The managers shall determine the compensation, if any, of each officer elected hereunder from time to time.

5.               No manager or officer shall be liable or accountable in damages or otherwise to the Company or to the sole member or any of them for any act or omission regarding the business or affairs of the Company, if such manager or officer conducted himself or herself in good faith and in a manner he or she reasonably believed to be within the scope of his or her authority and in the best interests, or not opposed to the best interests, of the Company.

6.               The Company shall hold harmless and indemnify any manager or officer who is at any time made a party to, or threatened to be made a party to, any pending, threatened or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) even if brought by the Company or its sole member, by reason of any alleged action or omission of such manager or officer in his or her capacity as such from and against any and all loss, cost or damage and the liability therefor imposed upon or incurred by such manager or officer in the adjudication or settlement of such action, suit or proceeding. For purposes hereof, the phrase “loss, cost or damage” shall include damages (including consequential damages), judgments, awards, interest (including pre-judgment interest) fines, court costs and penalties, and expenses (which expenses, upon receipt by the Company of any undertaking from such manager or officer to repay amounts to which he or she is not entitled, shall be paid as incurred by such manager or officer), and shall extend to loss, cost or damage and liability therefor resulting from the negligence of such manager or officer. However, indemnification shall not be available hereunder to the extent that (i) such loss, cost or damage or the liability therefor results from the breach or failure to perform a duty to the Company with respect to which such officer or manager has failed to conduct himself or herself in good faith and in a manner he or she reasonably believed to be within the scope of his or her authority and in the best interests, or not opposed to the best interests, of the Company, or (ii) indemnification of such loss, cost or damage or the liability therefor exceeds the scope of indemnification permitted by applicable law.

In witness whereof, the undersigned sole member has executed this agreement as of September 1, 2001.

MEMBER:

/s/ David E. Tierney

David E. Tierney

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EX-3.9

Exhibit 3.9

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

NUVEEN ASSET MANAGEMENT INC.

Nuveen Asset Management Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, which was originally incorporated as Mead Financial Advisers, Inc. and filed its original Certificate of Incorporation with the Secretary of State on September 14, 1978, does hereby certify that the Certificate of Incorporation of Nuveen Asset Management Inc. is hereby amended and restated in its entirety to read as follows:

ARTICLE 1

The name of the Corporation is hereby changed from Nuveen Asset Management Inc. to
NUVEEN ASSET MANAGEMENT (the “Corporation”).

ARTICLE 2

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at that address is Corporation Trust Company.

ARTICLE 3

The purpose of the Corporation is to engage in anylawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”).

ARTICLE 4

4.1           The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, one cent ($.01) par value per share (the “Common Stock”).

4.2           Each holder of record of shares of Common Stock shall be entitled to vote at allmeetings of the stockholders and shall have one vote for each share held by him or her of record.

4.3           Subject to all of the rights of the holders of all classes or series of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive dividends at such times and in such amounts as may be determined by the Board of Directors of the Corporation.

ARTICLE 5

The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a)           The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b)           The Board of Directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(c)           The number of directors of the corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(d)           At each annual meeting of the stockholders, directors shall be elected for a one-year term. If the numberof directors is decreased, such decrease shall not shorten the term of any incumbent director. A director shall hold office until the annual meeting for the yearin which his or her term expires and until his or her successor shall be elected andshall qualify, subject, however, to prior death, resignation, retirement or removal from office.

(e)           No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction fromwhich the director derived an improper personal benefit.

(f)            In addition to the powers and authority by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the Delaware General Corporation Law and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

ARTICLE 6

The Corporation shall indemnify, in accordance with and to the full extent now or hereafter permitted by law, any person who was or is a party or is threatened to bemadea party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Corporation), by reason of his acting as a director of the Corporation (and the Corporation, in the discretion of the Board of Directors, shall so indemnify a person by reason of the fact that he is or was an officer or employee of the Corporation or is or was serving at the request of the

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Corporation in any other capacity for or on behalf of the Corporation) against any liability or expense actually or reasonably incurred by such person in respect thereof; provided, however, that the Corporation shall not be obligated to indemnify any such person: (i) with respect to proceedings, claims or actions initiated or brought voluntarily without the authorization or consent of the Corporation by such person and not by way of defense; or (ii) for any amounts paid in settlement of an action effected without the prior written consent of the Corporation to such settlement. Such indemnification is not exclusive of any other right of indemnification provided by law, agreement or otherwise.

ARTICLE 7

No amendment to or repeal of Articles 5(e) or 6 of this Certificate of Incorporation shall apply to or have any effect on the rights of any individual referred to in Articles 5(e) or 6 for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.

ARTICLE 8

Mootings of stockholder may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the Delaware General Corporation Law) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

ARTICLE 9

No stockholder of the Corporation shall by reason of holding shares of any class of stock have any preemptive or preferential right to purchase or subscribe to any shares of any class of stock of the Corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class of such stock, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the Board of Directors, in its discretion from time to time, may grant and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may issue shares of any class of stock of the Corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class of such stock, without offering any such shares of any class, either in whole or in part, to the existing stockholders of any class of such stock.

ARTICLE 10

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of the Delaware General Corporation Law or on the application of trustees in

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dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of the Delaware General Corporation Law, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE 11

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE 12

This Amended and Restated Certificate of Incorporation shall be effective as of 12:00 a.m., Eastern Standard Time, on January 1, 2005.

This Amended and Restated Certificate of Incorporation was duly adopted by the sole stockholder in accordance with the applicable provisions of Section 228, 242 and 245 of the Delaware General Corporation Law.

[signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed this 23rd day of December, 2004.

By:	/s/ Alan G. Berkshire
Name: Alan G. Berkshire
Title: Senior Vice President

EX-3.10

Exhibit 3.10

RESTATED BYLAWS

OF

NUVEEN ASSET MANAGEMENT

ARTICLE I

OFFICES

SECTION 1.           REGISTERED OFFICE — The registered office of Nuveen Asset Management Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, and State of Delaware.

SECTION 2.           OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.           ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in June. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.           SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chief Executive Officer or the Secretary, or by resolution of the Board of Directors.

SECTION 3.           VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy

provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.           QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.           NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat, other than (a) that business stated in the notice or (b) such business brought before the meeting by the Board of Directors.

SECTION 6.           ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1.           NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.           RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman, Chief Executive Officer or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.           VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.           REMOVAL — Except as hereinafter provided, any director or directors may be removed for cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.           COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.           MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

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Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer or by the Secretary on the written request of any director, on at least 24 hours’ notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.           QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.           COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.           ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.           OFFICERS — The officers of the Corporation shall include a Chief Executive Officer, a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. The Board of Directors, in its discretion, may also choose a one or more Vice Presidents, Managing Directors, Assistant Secretaries, Assistant Treasurers and other officers. Any number of

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offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the Corporation.

SECTION 2.           CHIEF EXECUTIVE OFFICER — The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer of a corporation and perform such other duties as may be assigned to him or her by the Board of Directors. In the absence or inability to act of the Chief Executive Officer or such other person designated by the Board of Directors shall preside. The Chief Executive Officer shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.           PRESIDENT — The President shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation and perform such other duties as may be assigned to him or her by the Chief Executive Officer or by the Board of Directors. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.           SENIOR VICE PRESIDENTS AND VICE PRESIDENTS.  Each Senior Vice President and Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer, President or the Board of Directors.

SECTION 5.           MANAGING DIRECTORS— Each Managing Director shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer, President or the Board of Directors.

SECTION 6.           TREASURER — The Treasurer shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer or the President, taking proper vouchers for such disbursements. He or she shall render to the Chief Executive Officer, President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 7.           SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required

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by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer, President or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chief Executive Officer or the President, and attest to the same.

SECTION 8.           ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Chief Executive Officer, the President or the Board of Directors.

SECTION 9.           OTHER OFFICERS. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Chief Executive Officer, the President or the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

MISCELLANEOUS

SECTION 1.           CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.           LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.           TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be

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made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.           STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.           DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.           SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

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SECTION 7.           FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.           DISBURSEMENTS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.           NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

INDEMNIFICATION

The Corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VII

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION

OF

NUVEEN INVESTMENTS ADVISERS INC.

* * * * * * * * * * * * *

FIRST: The name of the corporation is NUVEEN INVESTMENTS ADVISERS INC. (the “Corporation”).

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, one cent ($.01) par value per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
Jose A. Visaya	333 W. Wacker Drive
	Suite 3300
	Chicago, IL 60606

SIXTH: The original bylaws of the Corporation shall be adopted by the incorporator. Thereafter, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.

SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the bylaws) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

EIGHTH: (1) Each person who is or was a director or officer of the Corporation or a subsidiary of the Corporation and each person who serves or served at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall

1

be indemnified by the Corporation in accordance with, and to the fullest extent authorized by, the provisions of the Delaware General Corporation. Law as it may from time to time be amended. Each person who is or was an employee or agent of this Corporation, and each person who serves or has served at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, may be similarly indemnified at the discretion of the Board of Directors. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than provided in this Article.

(2)           No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) pursuant to Section 174 of the Delaware Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

(3)           No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the right to indemnification or liability or alleged liability of any person who is or was director or officer of the Corporation or a subsidiary of the Corporation or any person who serves or served at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (or the heirs, executors, administrators and estates of any such persons), for or with respect to any acts or omissions of such person occurring prior to such amendment.

NINTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are grated subject to this reservation.

IN WITNESS WHEREOF, the undersigned has made, signed and acknowledged this Certificate this 9th day of September 2002.

/s/ Jose A. Visaya

Jose A. Visaya

Incorporator

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EX-3.12

Exhibit 3.12

NUVEEN INVESTMENTS ADVISERS INC.

BYLAWS

ARTICLE I.

CORPORATE OFFICES

Section 1.Delaware Registered Office.  The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 2.Other Offices.  The corporation may also have offices at such other places, both within and outside the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1.Time and Place.  A meeting of stockholders for any purpose may be held at such time and place, within or outside the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual Meetings.  Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which the stockholders shall elect a board of directors and transact such other business as may properly come before the meeting.

Section 3.Special Meetings.  Special meetings of stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the certificate of incorporation, may be called by the managing executive director and shall be called by the managing executive director or secretary at the request in writing of a majority of the whole board of directors, or at the request in writing of stockholders owning a majority of the capital stock of the corporation outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4.Notice of Meetings.  Written notice of a meeting, annual or special, stating the place, date and hour of the meeting, and in the case of a special meeting stating the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days, or if a vote of stockholders on a merger or consolidation is one of the stated purposes of the meeting, not less than twenty nor more than sixty days before the date of the meeting.

Section 5.Stockholder List.  The officer who has charge of the stock ledger of the corporation shall prepare or cause to be prepared and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of

shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 6.Quorum.  The holders of a majority of the stock outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise required by law or by the certificate of incorporation. If, however, such quorum shall not be present or represented at a meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the place, date and hour of the adjourned meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7.Required Vote.  Each election of directors or others shall be determined by a plurality vote, and, except as otherwise required by law or by the certificate of incorporation, each other matter shall be determined by the affirmative vote of a majority of the shares present in person or represented by proxy.

Section 8.Voting.  Unless otherwise required by law or by the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 9.Action by Written Consent.  Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation in the manner required by this section, written consents signed by a sufficient number of holders or members to take action are delivered to the corporation. Delivery to the corporation shall be made to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the

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corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

DIRECTORS

Section 1.Number and Term.  The number of directors constituting the whole board shall be two (2). Directors shall be elected at annual meetings of stockholders, except as provided in Section 2 of this article, and each director shall hold office until a successor is elected and qualified or until that director’s earlier resignation or removal. Directors need not be stockholders.

Section 2.Vacancies.  Except as otherwise required by law or by the certificate of incorporation, any vacancy on the board of directors, including a newly created directorship, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If there are no directors in office, then an election of directors may be held in the manner provided by law.

Section 3.Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 4.Place of Meetings.  The board of directors of the corporation may hold meetings, both regular and special, either within or outside the state of Delaware.

Section 5.Regular Meetings.  A regular meeting of the board of directors shall be held without other notice than this bylaw immediately following and at the same place as the annual meeting of stockholders. In the event such meeting is not held at the time and place specified in the preceding sentence, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board or as shall be specified in written waivers signed by all of the directors. Other regular meetings of the board may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 6.Special Meetings.  Special meetings of the board of directors may be called by the managing executive director and shall be called by the managing executive director or secretary on the written request of two directors, on not less then two days’ notice to each director, either personally or by mail or by facsimile or by telegram or by overnight courier.

Section 7.Quorum.  At any meeting of the board of directors a majority of the whole board of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the

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board of directors, except as otherwise required by law or by the certificate of incorporation. If there is not a quorum at a meeting of the board, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8.Action by Written Consent.  Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 9.Participation with Communications Equipment.  Unless otherwise restricted by law or by the certificate of incorporation or these bylaws, members of the board of directors, or of any committee designated by the board of directors, may participate in a meeting of the board of directors, or of any committee, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting by such means shall constitute presence at the meeting.

Section 10.Committees of Directors.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all of the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require the seal; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger. Each committee shall keep regular minutes of its meetings and shall furnish them to the board of directors when required.

Section 11.Compensation of Directors.  Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the authority to fix the compensation of directors. The receipt of such compensation shall not preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. The directors may be reimbursed for any expenses of attending meetings of the board of directors and of committees of the board.

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ARTICLE IV.

NOTICES

Section 1.Method of Giving Notice.  Whenever, under any provision of law or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, such notice may be given in writing by mail. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, addressed to such director or stockholder, at that person’s address as it appears on the records of the corporation. Notice to directors may also be given by telegram or via facsimile or via overnight courier.

Section 2.Waiver of Notice.  Whenever notice is required to be given under any provision of law or of the certificate of incorporation or of these bylaws, a written waiver of such notice, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V.

OFFICERS

Section 1.Offices.  The officers of the corporation, shall be elected by the board of directors and shall be a chairman, president, a secretary and a treasurer. In addition, the board of directors may elect one or more managing directors, vice presidents, and one or more assistant secretaries, assistant treasurers and other subordinate officers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

Section 2.Annual Election.  The board of directors at its first meeting after each annual meeting of stockholders shall elect a managing executive director, a secretary and a treasurer. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.

Section 3.Additional Officers.  The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.Compensation of Officers.  The compensation of all officers and agents of the corporation shall be fixed by or under the direction of the board of directors.

Section 5.Term of Office and Vacancy.  Each officer shall hold office until a successor is chosen and qualifies or until the officer’s earlier resignation or removal. Any officer elected or appointed by the board of directors may be removed at any time by the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

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Section 6.Chairman.  The chairman (a) shall be the principal executive officer of the corporation, (b) shall preside at all meetings of the stockholders and the board of directors, (c) shall have general management oversight of the business and affairs of the corporation, (d) shall see that all orders and resolutions of the board of directors are carried into effect and (e) shall have the power to execute bonds, mortgages and other contracts, agreements and instruments, except where required or permitted by law to be otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 7.Vice Chairman.  Each vice chairman shall perform such other duties and have such powers as the board of directors may prescribe from time to time.

Section 8.President.  The president (a) shall, in the absence of the chairman, be the principal executive officer of the corporation, (b) shall preside at all meetings of the stockholders and the board of directors, (c) shall have general management oversight of the business and affairs of the corporation, (d) shall see that all orders and resolutions of the board of directors are carried into effect and (e) shall have the power to execute bonds, mortgages and other contracts, agreements and instruments, except where required or permitted by law to be otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 9.Vice Presidents.  Each vice president shall perform such other duties and have such powers as the board of directors may prescribe from time to time.

Section 10.Secretary.  The secretary shall (a) attend all meetings of the board of directors and all meetings of the stockholders and record all of the proceedings of the meetings of the board of directors and of the stockholders in a book to be kept for that purpose and perform like duties for the standing committees when required, (b) give, or cause to be given, notice of all special meetings of the board of directors and all meetings of the stockholders and (c) perform such other duties as may be prescribed by the board of directors or the managing executive director, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation and shall have authority to affix it to any instrument requiring the seal, and when so affixed, the seal may be attested by the signature of such officer. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by signature.

Section 11.Assistant Secretaries.  The assistant secretary (or if there be more than one, the assistant secretaries in the order determined by the board of directors, or if there be no such determination, then in the order of their most recent election or appointment) shall, in the absence of the secretary or in the event of the disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or the managing executive director may from time to time prescribe.

Section 12.Treasurer.  The treasurer shall (a) have custody of the corporate funds and securities, (b) keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, (c) deposit all moneys and other valuable effects in the name and to the credit

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of the corporation in such depositories as may be designated by the board of directors, (d) disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, (e) render to the managing executive director and the board of directors, at its regular meetings, or when the board of directors so requests, an account of all the transactions of the treasurer and of the financial condition of the corporation, and (f) perform such other duties and have such other powers as the board of directors or the managing executive director may from time to time prescribe.

Section 13.Assistant Treasurers.  The assistant treasurer (or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, or if there be no such determination, then in the order of their most recent election or appointment) shall, in the absence of the treasurer or in the event of the disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors or the managing executive director may from time to time prescribe.

ARTICLE VI.

STOCK CERTIFICATES

Section 1.Right of Holder to Certificate.  Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the managing executive director or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by the holder in the corporation.

Section 2.Facsimile Signatures.  Any or all of the signatures on the certificate may be facsimile. In the event any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the date of issue.

Section 3.Lost Certificates.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner, to advertise the same in such manner as it shall require or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation in connection with the certificate alleged to have been lost, stolen or destroyed, or both.

Section 4.Registration of Transfers.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the corporation or its transfer

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agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its stock records.

Section 5.Record Date.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation as prescribed by these bylaws. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6.Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered in its stock records as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

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ARTICLE VII.

OTHER PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation and requirements of law.

Section 2.Signatures on Checks and Notes.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 3.Fiscal Year.  The fiscal year of the corporation shall end on December 31 of each year.

Section 4.Seal.  The corporate seal shall be inscribed with the name of the corporation and the words “Corporate Seal” and “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 5.Indemnification of Directors, Officers and Others; Insurance.  Each person who is or was a director or officer of the corporation and each person who serves or served at the request of the corporation as a director or officer (or equivalent) of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the provisions of the General Corporation Law of the State of Delaware as it may from time to time be amended, except as to any action, suit or proceeding brought by or on behalf of the director or officer of the corporation without prior approval of the board of directors. Each person who is or was an employee or agent of this corporation, and each person who serves or has served at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, may be similarly indemnified at the discretion of the board of directors. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. The indemnification and advancement of expenses provided by, or granted pursuant to, this section 5 shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the corporation or another corporation, partnership, joint venture, trust, or other enterprise against any such expense, liability, or loss, whether or not

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the corporation would have the power to indemnify such person against such expense, liability, or loss under the General Corporation Law of the State of Delaware.

ARTICLE VIII.

AMENDMENTS

These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws was contained in the notice of such special meeting.

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EX-3.13

Exhibit 3.13

CERTIFICATE OF INCORPORATION

OF

NUVEEN INVESTMENTS HOLDINGS, INC.

1, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Nuveen Investments Holdings, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 9 East Loockerman Street in the City of Dover, County of Kent, Delaware 19901. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1. The Corporation shall be authorized to issue 1,000 shares of Common Stock, par value $.01 per share (“Common Stock”).

Section 2. Except as provided herein, as otherwise provided by law or by the resolution or resolutions adopted by the Board designating the rights, powers and preferencesof any series of Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or

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inserted, in the manner now or hereafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1.  Elimination of Certain Liability of Directors.  A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2.  Indemnification and Insurance.

(a)Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in

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any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however,that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however,that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is

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not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b)Right of Claimant to Bring Suit:  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be, paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General.Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in

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this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation (as it may be amended from time to time), By-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d)Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE IX

The name and mailing address of the incorporator is Teresa K. Goebel, Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

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IN WITNESS WHEREOF, 1, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 12th day of July, 2001.

/s/ Teresa K. Goebel

Teresa K. Goebel

Incorporator

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EX-3.14

Exhibit 3.14

BY-LAWS

OF

NUVEEN INVESTMENTS HOLDINGS, INC.

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE — The registered office of Nuveen Investments Holdings, Inc. (the “Corporation”) shall be established and maintained at the office of National Registered Agents, Inc. at 9 East Loockerman Street in the City of Dover, County of Kent, State of Delaware 19901, and said National Registered Agents, Inc. shall be the registered agent of the Corporation in charge thereof.

SECTION 2.OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chief Executive Officer or the Secretary, or by resolution of the Board of Directors.

SECTION 3.VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat, other than (a) that business stated in the notice or (b) such business brought before the meeting by the Board of Directors.

SECTION 6.ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action

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without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman, Chief Executive Officer or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.REMOVAL — Except as hereinafter provided, any director or directors may be removed for cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present,

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immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer or by the Secretary on the written request of any director, on at least 24 hours’ notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

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ARTICLE IV

OFFICERS

SECTION 1.OFFICERS — The officers of the Corporation shall be a Chairman, Chief Executive Officer, a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2.CHAIRMAN — The Chairman of the Corporation shall preside at all meetings of the Board of Directors and shall have the general powers and duties of supervision and management usually vested in the office of the Chairman of a corporation and perform such other duties as may be assigned to him or her by the Board of Directors. The Chairman shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.CHIEF EXECUTIVE OFFICER — The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer of a corporation and perform such other duties as may be assigned to him or her by the Chairman or by the Board of Directors. The Chief Executive Officer shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.PRESIDENT — The President shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation and perform such other duties as may be assigned to him or her by the Chairman, the Chief Executive Officer or by the Board of Directors. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer or the Board of Directors.

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SECTION 6.TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the Chief Executive Officer, taking proper vouchers for such disbursements. He or she shall render to the Chief Executive Officer and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 7.SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the Chief Executive Officer, and attest to the same.

SECTION 8.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Chief Executive Officer or the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the

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Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of

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any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC

This Certificate of Formation is being executed as of May 13, 2003 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Delaware LLC Act”).

The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

1.             Name. The name of the limited liability company is Nuveen Investments Institutional Services Group LLC (the “Company”).

2.             Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The registered agent of the Company for service of process at such address is Corporation Trust Company.

3.             Effective Time. This Certificate shall be effective upon its filing in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

/s/ Jose A. Visaya

Name: Jose A. Visaya

Authorized Person

EX-3.16

Exhibit 3.16

Nuveen Investments Institutional Services Group LLC

Limited Liability Company Agreement

This Limited Liability Company Agreement (the “Agreement”) is entered into as of May 13, 2003 by Nuveen Investments, Inc., a Delaware corporation (the “Member”), as the sole member of Nuveen Investments Institutional Services Group LLC, a Delaware limited liability company (the “Company”).

WHEREAS, the Member is executing this Agreement for the purpose of adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Delaware Limited Liability Company Act (the “Delaware Act”);

NOW, THEREFORE, the agreement of the Member is as follows:

1.Name; Formation. The name of the Company shall be Nuveen Investments Institutional Services Group LLC or such other name as the Member may from time to time hereafter designate. The Certificate of Formation of the Company has been duly executed by an authorized person and filed in the Office of the Secretary of State of the State of Delaware. As provided in the Delaware Act, the existence of the Company is deemed to have commenced on May 13, 2003.

2.Purpose. The business and purpose of the Company shall be to engage in any lawful businesses or activities that may be engaged in by a limited liability company formed under the Delaware Act, as such businesses or activities may be determined by the Member from time to time.

3.Registered Office and Agent; Principal Place of Business. The Company’s registered office in Delaware is Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The Company’s registered agent for service of process on the Company in Delaware is Corporation Trust Company. The Company’s mailing address and principal place of business is 2049 Century Park East, 4th Floor, Los Angeles, California 90067.

4.Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 14 of this Agreement.

5.Capital Contributions; Records; Fiscal Year. The Member will contribute capital to the Company in such amount as it determines from time to time. The Member’s limited liability company interest in the Company shall be recorded on the books of the Company and, unless otherwise determined by the Member, no certificate in respect thereof shall be issued. The fiscal year of the Company shall be a calendar year.

6.Distributions. The Company may make such distributions to the Member of the Company’s cash or assets as the Member shall determine.

7.Management. The Member shall have the right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. The Member may appoint, employ or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Member may delegate to any such person (who may be designated an officer of the Company) or entity such authority to act on behalf of the Company as the Member may from time to time deem appropriate. The Member shall have the right to appoint officers of the Company with such titles, rights, powers and responsibilities as the Member determines and such officers shall have the authority to take such action (including the execution and delivery of agreements and documents) on behalf of the Company as may be delegated to such officers by the Member from time to time. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Member.

8.Expenses. The Company shall bear all the expenses of its organization and operations, and shall reimburse the Member for any reasonable expense it incurs in managing the Company as provided herein.

9.Transactions with the Company. The Member may transact any business with the Company.

10.Admission of Members. A person or entity may be admitted as an additional member of the Company with the consent of the Member. The Member may sell, assign, pledge or otherwise transfer or encumber (collectively, “transfer”) all or any portion of its limited liability company interest in the Company, and upon the transfer of all of the Member’s limited liability company interest in the Company, the transferee shall be admitted as a substituted member and such admission shall be deemed effective immediately prior to such transfer.

11.Limitation on Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer.

12.Indemnification.

(a) To the fullest extent permitted under the Delaware Act, the Company shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or contemplated action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a member of the Company, or officer (or person serving in any capacity equivalent to any of the foregoing) of the Company, or is or was serving at the request of the Company as a director or officer (or in any capacity equivalent to any of the foregoing) of another corporation, limited liability company, partnership joint venture, trust or other enterprise (all of the foregoing being herein collectively referred to as “Covered Capacities”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in

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good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or pleas of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith or did not act in a manner which he reasonably believed to be in and not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)To the fullest extent permitted under the Delaware Act, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was serving in any of the Covered Capacities, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and except that no indemnification shall be made in respect to any claim, issue or matter as to which such action or suit alleges misconduct in the performance of his duty to the Company unless, and then only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, and in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.

(c)Anything in Sections 12(a) or (b) to the contrary notwithstanding, to the extent that any person referred to therein has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d)Any indemnification under Sections 12(a) or (b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in Sections 12(a) or (b). Such determination shall be made by the Member.

(e)Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding, as authorized by the Member in the specific case upon receipt of any undertaking by or on behalf of the indemnitee to repay such amount unless it shall ultimately be determined that be is entitled to be indemnified by the Company.

(f)The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, or otherwise, and shall continue as to a person who has ceased to serve in a Covered

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Capacity and shall inure to the benefit of his successors in interest, including, but not limited to, his trustees, heirs, executors, and administrators.

(g)The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was serving in any of the Covered Capacities to reimburse such person for expenses incurred by him in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Section 12.

(h)Each person who is or was an employee or agent of the Company, or who is or was serving at the request of the Company as an employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, may be indemnified (or covered by insurance) in the manner and to the extent provided in this Section 12 for persons acting in Covered Capacities, at the discretion of the Member.

(i)The Company shall have the right to assume the defense of any action, suit or proceeding in connection with which any person is entitled to indemnification under this Section 12 and to select counsel for such purpose. No person entitled to indemnification hereunder shall consent to entry of any judgment or enter into any settlement in connection with any such action, suit or proceeding without the consent of the Company, and the Company shall not, without the consent of each such person that is entitled to indemnification, consent to entry of any judgment or enter into any settlement in connection with such action, suit or proceeding which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such person of a release from all liability in respect to such claim or litigation.

(j)Indemnification under this Section 12 shall not be available to any person in the case of any action, suit or proceeding brought against the Company by or on behalf of such person.

13.Amendment of Agreement. This Agreement may be amended by the Member at any time.

14.Dissolution and Winding Up. The Company shall be dissolved upon the direction of the Member or upon the entry of a decree of judicial dissolution under the Delaware Act. Upon dissolution, the Company shall be wound up by the Member, and the Company’s assets shall be distributed as provided in the Delaware Act (i.e., first to creditors and then to the Member).

15.Governing Law. This Agreement shall be governed by the internal laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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IN WITNESS WHEREOF, the Member has caused its signature to be set forth below on the day and year first above written.

NUVEEN INVESTMENTS, INC.

By:	/s/ Alan G. Berkshire
Name: Alan G. Berkshire
Title: Senior Vice President

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EX-3.17

Exhibit 3.17

CERTIFICATE OF FORMATION

OF

NWQ HOLDINGS, LLC

This Certificate of Formation of NWQ Holdings, LLC (the “Company”), dated as of January 18, 2006, is being duly executed and filed by Nicholas G. Demmo, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et. seq.).

FIRST. The name of the limited liability company formed hereby is, NWQ Holdings, LLC.

SECOND. The address of the registered office of the Company in the State of Delaware is c/oNational Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware, 19904, County of Kent.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is National Registered Agents, 160 Greentree Drive, Suite 101, Dover, Delaware, 19904, County of Kent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Nicholas G. Demmo

Nicholas G. Demmo, Esq.

Authorized Person

EX-3.18

Exhibit 3.18

CERTIFICATE OF FORMATION

OF

INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC

This Certificate of Formation of Investment Management Acquisition Company, LLC (the “Company”), dated as of May 24, 2002, is being duly executed and filed by Janice A. Liu, Esq., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et. seq.)

FIRST. The name of the limited liability company formed hereby is Investment Management Acquisition Company, LLC.

SECOND. The address of the registered office of the Company in the State of Delaware c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Janice A. Liu

Janice A. Liu

Authorized Person

EX-3.19

Exhibit 3.19

CERTIFICATE OF MERGER

OF

NWQ INVESTMENT MANAGEMENT COMPANY, INC.

WITH AND INTO

INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC

UNDER SECTION 18-209 OF THE

LIMITED LIABILITY COMPANY ACT

OF THE STATE OF DELAWARE

Pursuant to Section 18-209 of the Limited Liability Company Act of the State of Delaware, Investment Management Acquisition Company, LLC, a Delaware limited liability company (“Parent”), hereby certifies the following information relating to the merger of NWQ Investment Management Company, Inc. (“Subsidiary”), a Massachusetts corporation, with and into Parent (the “Merger”):

FIRST: The names and states of formation of Subsidiary and Parent, which are the constituent entities in the Merger (the “Constituent Entities”) are:

Name	State of Organization
NWQ Investment Management Company, Inc.	Massachusetts
Investment Management Acquisition Company, LLC	Delaware

SECOND: The Agreement and Plan of Merger (the “Merger Agreement”), by and among Parent and Subsidiary, dated as of August 1, 2001, setting

forth the terms and conditions of the Merger, has been approved and executed by both of the Constituent Entities.

THIRD: The name of the limited liability company surviving the Merger is “Investment Management Acquisition Company, LLC” (the “Surviving Company”).

FOURTH: This Certificate of Merger shall become effective upon its filing with the Secretary of State of the State of Delaware.

FIFTH: The executed Merger Agreement is on file at the office of the Surviving Corporation located at 2049 Century Park East, 4th Floor. Los Angeles, California, 90067.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Company, on request and without cost, to anyone holding an interest in either of the Constituent Entities.

IN WITNESS WHEREOF, Investment Management Acquisition Company, LLC has caused this Certificate of Merger to be executed on the 1st day of August, 2002.

INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC
By:	/s/ Alan G. Berkshire
Name:	Alan G. Berkshire
Title:	President

EX-3.20

Exhibit 3.20

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC

(Pursuant to Section 18-202 of the Limited Liability Company Act of the State of Delaware)

Investment Management Acquisition Company, LLC, a Delaware limited liability company (the “Company”), does hereby certify:

FIRST: The name of the limited liability company is Investment Management Acquisition Company, LLC.

SECOND: The certificate of formation of the Company (the “Certificate”) is hereby amended by striking the First section thereof and by substituting in lieu of said section the following new section:

“FIRST. The name of the limited liability company formed hereby is NWQ Investment Management Company, LLC.”

THIRD: This Certificate of Amendment shall become effective upon its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC has caused this Certificate of Amendment to be executed on the 1st day of August, 2002.

INVESTMENT MANAGEMENT
ACQUISITION COMPANY, LLC
By:	/s/ Alan G. Berkshire
Name: Alan G. Berkshire
Title: President

EX-3.21

Exhibit 3.21

Execution Copy

NWQ INVESTMENT MANAGEMENT COMPANY, LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

January 19, 2006

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Definitions	1
ARTICLE II
ORGANIZATION AND GENERAL PROVISIONS
Section 2.1	Name of the Company	9
Section 2.2	Purpose	9
Section 2.3	Registered Office; Registered Agent	9
Section 2.4	Principal Office	10
Section 2.5	Term	10
Section 2.6	Members	10
Section 2.7	NWQ Representative	10
Section 2.7	Title to Property	10
Section 2.8	Fiscal Year	10
ARTICLE III
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS;
DISTRIBUTIONS
Section 3.1	Classes of Membership Interests; Capital Contributions	10
Section 3.2	Capital Accounts	11
Section 3.3	Allocation of Net Profits and Net Losses	11
Section 3.4	Distributions	13
Section 3.5	Preferred Return	15
ARTICLE IV
MANAGEMENT OF THE COMPANY
Section 4.1	Management in General	16
Section 4.2	Management Expenses	17
Section 4.3	Executive Committee and Officers	17
Section 4.4	Service Fees	17
Section 4.5	Bonus Pool	18

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ARTICLE V
TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL MEMBERS; CALL RIGHT
Section 5.1	Transferability of Interests	19
Section 5.2	Admission of Additional Members	20
Section 5.3	Call Right and Change of Control Call Right	20
Section 5.4	Forfeiture of Unvested Interests upon Termination of Employment	22
ARTICLE VI
DISSOLUTION AND TERMINATION
Section 6.1	Dissolution	23
Section 6.2	Liquidation	23
Section 6.3	Termination	23
Section 6.4	Claims of the Members	24
ARTICLE VII
RECORDS AND REPORTS
Section 7.1	Books and Records	24
Section 7.2	Accounting	24
Section 7.3	Financial and Compliance Reports	24
Section 7.4	Meetings	25
ARTICLE VIII
MISCELLANEOUS
Section 8.2	Indemnification	27
Section 8.3	Limited Liability	28
Section 8.4	Notices	28
Section 8.4	Consents	28
Section 8.6	Amendments	28
Section 8.7	No Partition	28
Section 8.8	Governing Law	28
Section 8.9	Counterparts	29
Section 8.10	Severability	29
Section 8.11	Entire Agreement	29
Section 8.12	Successors and Assigns; No Third Party Beneficiaries	29
Section 8.13	Creditor	29
Section 8.14	Interpretation	29
Section 8.15	Tax Treatment and Elections	31

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NWQ INVESTMENT MANAGEMENT COMPANY, LLC

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Second Amended and Restated Limited Liability Agreement (this “Agreement”) of NWQ Investment Management Company, LLC (the “Company”), dated as of January 19, 2006, by and among Nuveen Investments, Inc., a Delaware corporation (“Nuveen”), 2049 Managers, LLC, a Delaware limited liability company (“Management LLC”), the other Persons identified on Exhibit A hereto (the “Interest Schedule”) as Members, and such other Persons who may from time to time become members of the Company in accordance with the provisions hereof (each, a Member, and collectively, the “Members”).

WHEREAS, a limited liability company was formed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) and a Limited Liability Company Agreement (the “Initial Agreement”) was entered into as of May 28, 2002 with respect to the Company;

WHEREAS, an Amended and Restated Limited Liability Agreement (the “First Amended Agreement”) was entered into as of May 28, 2002, by and among Nuveen (then known as The John Nuveen Company) and Management LLC, in connection with the acquisition by Nuveen of all of the capital stock of NWQ Investment Management Company, Inc. (“Old NWQ”) from Old Mutual (US) Holdings, Inc. and the subsequent merger of Old NWQ with and into the Company;

WHEREAS, the Members desire to amend and restate the First Amended Agreement in order to provide certain employees of the Company with an opportunity to invest and participate in the future economic growth of the Company beyond current investment and participation levels, with the goal of retaining and incentivizing such employees; and

WHEREAS, the Members wish to set out fully their respective rights, powers, obligations and duties regarding the Company and its affairs, assets, liabilities and the conduct of its management, business and operations.

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions. As used in this Agreement, the following terms shall have the respective meanings specified as referred to in this Article I:

(a)“Act” has the meaning set forth in the recitals hereto.

(b)“Adjusted EBITA” for a given Fiscal Year shall mean earnings before income tax expense, investment income and interest expense, any expense related to the issuance or vesting of any Interests that have been issued or awarded on or prior to the date hereof and any expense related to the amortization of goodwill and intangible assets of the Company.

(c)“Adjusted EBITA Excess Amount” shall mean, for each Fiscal Year, the amount by which Adjusted EBITA for such Fiscal Year exceeds the Adjusted EBITA Threshold.

(d)“Adjusted EBITA Threshold” shall mean (A) for Fiscal Year 2006, $85,106,325.00, and (B) for Fiscal Year 2007 and each subsequent Fiscal Year, an amount equal to the prior Fiscal Year’s Adjusted EBITA Threshold multiplied by one and three hundredths (1.03).

(e)“Affiliate” shall mean, with respect to any Person (herein the “first party”), any other Person that directly or indirectly controls, or is controlled by, or is under common control with, such first party.

(f)“Agreement” has the meaning set forth in the preamble hereto.

(g)“Base Bonus Pool” has the meaning set forth in Section 4.5.

(h)“Bonus Pool” has the meaning set forth in Section 4.5.

(i)“Breaching Member” has the meaning set forth in Section 8.1.

(j)“Call Interests” shall mean, with respect to the exercise of a given Call Right or Change of Control Call Right, the Interests the Managing Member has elected to purchase pursuant to such Call Right or Change of Control Call Right.

(k)“Call Right” has the meaning set forth in Section 5.3(a).

(l)“Catch-Up Distribution” has the meaning set forth in Section 3.4.

(m) “Cause” shall mean a Member’s (i) breach of any of the material terms of this Agreement, including, without limitation, the provisions of Section 8.1 hereof; (ii) conviction, or a plea of guilty or nolo contendere, to a charge of commission of a crime involving fraud or dishonesty or otherwise engaging in illegal conduct which is or could reasonably be expected to be injurious to the business or reputation of the Company or its Affiliates; (iii) willful misconduct in the performance of a Member’s duties to the Company or its Affiliates, including, without limitation, a Member’s willful refusal to carry out any proper direction by the Managing Member or an appropriate officer of the Company; (iv) willful failure to comply with the Code of Ethics applicable to Company personnel; (v) habitual or willful neglect of duties to the Company or its Affiliates, (vi) material breach of the Confidentiality and Intellectual Property Agreement that the Member has entered into with the Company or its Affiliates; or (vii) any act that has a direct, substantial and adverse effect on the reputation, revenue or profitability of the Company or its Affiliates, provided that, with respect to any Member having an effective employment or retention agreement with the Company or its Affiliates containing a different definition of Cause (or any derivation thereof), the definition

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contained in such employment or retention agreement shall apply to such Member for as long as such agreement is in effect.

(n)“Change of Control Call Right” has the meaning set forth in Section 5.3(b).

(o)“Change of Control Transaction” shall mean a sale to a third party that is not an Affiliate of the Managing Member of all or substantially all of (i) the assets of the Company or (ii) the Class 1 Interests.

(p)“Class 1 Cap” shall mean $14,500,000.

(q)“Class 1 Interests” has the meaning set forth in Section 3.1.

(r)“Class 1 Member” shall mean a Member holding a Class 1 Interest.

(s)“Class 2 Cap” shall mean $1,077,000.

(t)“Class 2 Interests” has the meaning set forth in Section 3.1.

(u)“Class 2 Member” shall mean a Member holding a Class 2 Interest.

(v)“Class 3 Cap” shall mean $1,875,000.

(w)“Class 3 Interests” has the meaning set forth in Section 3.1.

(x)“Class 3 Member” shall mean a Member holding a Class 3 Interest.

(y)“Class 4 Interest” has the meaning set forth in Section 3.1.

(z)“Class 4 Member” shall mean a Member holding a Class 4 Interest.

(aa) “Class 7 Distribution Amount” has the meaning set forth in Section 3.4.

(bb) “Class 7 Distribution Cap” shall mean (A) $247.88 for Fiscal Year 2006, (B) $535.43 for Fiscal Year 2007 and (C) the product of the prior year’s Class 7 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2008 and each Fiscal Year thereafter.

(cc) “Class 7 Distribution Percentage” shall mean three thousandths of a percent (0.003%).

(dd)“Class 7 Interests” has the meaning set forth in Section 3.1.

(ee)“Class 7 Member” shall mean a Member holding a Class 7 Interest.

(ff)“Class 8 Distribution Amount” has the meaning set forth in Section 3.4.

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(gg)“Class 8 Distribution Cap” shall mean $643.77 for Fiscal Year 2008 and the product of the prior year’s Class 8 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2009 and each Fiscal Year thereafter.

(hh)“Class 8 Distribution Percentage” shall mean two thousand two hundred twenty five millionths of a percent (0.002225%).

(ii)“Class 8 Interests” has the meaning set forth in Section 3.1.

(jj)“Class 8 Member” shall mean a Member holding a Class 8 Interest.

(kk) “Class 9 Distribution Amount” has the meaning set forth in Section 3.4.

(ll)“Class 9 Distribution Cap” shall mean $928.36 for Fiscal Year 2009 and the product of the prior year’s Class 9 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2010 and each Fiscal Year thereafter.

(mm) “Class 9 Distribution Percentage” shall mean two thousand two hundred twenty five millionths of a percent (0.002225%).

(nn) “Class 9 Interests” has the meaning set forth in Section 3.1.

(oo) “Class 9 Member” shall mean a Member holding a Class 9 Interest.

(pp)“Class 10 Distribution Amount” has the meaning set forth in Section 3.4.

(qq)“Class 10 Distribution Cap” shall mean $1,255.97 for Fiscal Year 2010 and the product of the prior year’s Class 10 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2011 and each Fiscal Year thereafter.

(rr)“Class 10 Distribution Percentage” shall mean two thousand two hundred twenty five millionths of a percent (0.002225%).

(ss)“Class 10 Interests” has the meaning set forth in Section 3.1.

(tt)“Class 10 Member” shall mean a Member holding a Class 10 Interest.

(uu)“Closing” has the meaning set forth in the recitals hereto.

(vv)“Closing Date” shall mean, with respect to a Call Right, the date specified for the closing of the purchase and sale of Call Interests pursuant to the notice required by Section 5.3(a), and, with respect to the Change of Control Call Right, the date specified for the closing of the purchase and sale of Call Interests pursuant to the notice required by Section 5.3(b).

(ww)“Code” has the meaning set forth in Section 3.2.

(xx)“Company” has the meaning set forth in the preamble hereto.

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(yy)“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Gross Asset Value of the asset is positive, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

(zz)“EBITDA” for a given Fiscal Year shall mean the Pre-Bonus Operating Income for such Fiscal Year less the Bonus Pool for such Fiscal Year.

(aaa)“Event of Forfeiture” means, with respect to any Member, that such Member has failed to take any action required by, or has taken any action prohibited by, Section 8.1.

(bbb)“Executive Committee” has the meaning set forth in Section 4.3.

(ccc)“Fair Market Multiple” shall mean twelve (12); provided that if in the good faith judgment of the Managing Member and the Non-Managing Members it is clear that such multiple is not within the range of multiples that would result at the time of such determination in fair market value being paid in respect of any Interests called pursuant to a Call Right, taking into account such factors as, without limitation, then-existing market conditions, the Company’s business risk profile and such other factors as may be relevant to such determination, then the Managing Member and the Non-Managing Members shall in good faith agree at such time on an appropriate process for determining a Fair Market Multiple within such range.

(ddd)“Fair Market Value” has the meaning set forth in Section 5.3(c).

(eee)“First Amended Agreement” has the meaning set forth in the preamble hereto.

(fff)“Fiscal Year” shall have the meaning set forth in Section 2.9.

(ggg)“Fixed Annual Service Fee” shall have the meaning set forth in Section 4.4.

(hhh)“Good Reason” shall mean, with respect to any Member having an effective employment agreement with the Company and containing such a definition, “Good Reason” as defined in such agreement for as long as such agreement is in effect, but the concept of a termination for Good Reason and the rights and obligations under this Agreement associated therewith shall be inapplicable and of no force and effect for any other Member or at any other time.

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(iii)“Gross Asset Value” means, with respect to any Company asset, the adjusted basis of such asset for Federal income tax purposes, except as follows:

(1)The initial Gross Asset Value of any Company asset (other than cash) contributed by a Member to the Company shall be the gross fair market value of such Company asset as of the date of such contribution, as determined in good faith by the Managing Member;

(2)The Gross Asset Value of each Company asset shall be adjusted to equal its respective gross Fair Market Value, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets (other than cash) as consideration for all or part of its Interest unless the Managing Member determines that such adjustment is not necessary to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(3)The Gross Asset Value of a Company asset distributed to any Member shall be the gross fair market value of such Company asset as of the date of distribution thereof, as determined in good faith by the Managing Member; and

(4)If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subparagraphs (1) or (2) above, such Gross Asset Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such Company asset for purposes of computing Net Profits and Net Losses.

(jjj)“Incidental Value Products” has the meaning set forth in Section 8.1.

(kkk)“Initial Agreement” has the meaning set forth in the recitals hereto.

(lll)“Interest” has the meaning set forth in Section 2.8.

(mmm)“Interest Schedule” has the meaning set forth in the preamble hereto.

(nnn)“Investment Management Services” shall mean any services which involve (i) the management, for a fee or other remuneration, of an account, investment company, investment vehicle or fund, or, in each case, a portion thereof or group thereof, or (ii) the giving of advice, for a fee or other remuneration, with respect to the investment of specific assets or funds (or a specific portion thereof) or any specific group of assets or funds; provided, however, that Investment Management Services shall not include the giving of general investment advice that is not related to an identifiable investment account or fund (or portion thereof) or group of investment accounts or funds for which the advisor (or the entity for which such advisor is employed or provides services) does not receive any fee or other remuneration.

6

(ooo)“J.A.M.S. Rules” has the meaning set forth in Section 8.15.

(ppp)“Management LLC” has the meaning set forth in the preamble hereto.

(qqq)“Management LLC Agreement” means the Limited Liability Company Agreement of 2049 Managers, LLC, dated as of May 28, 2002.

(rrr)“Managing Member” has the meaning set forth in Section 4.1(a).

(sss)“Member” has the meaning set forth in the preamble hereto.

(ttt)“Net Profit” or “Net Loss” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (including for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1)), with the following adjustments:

(1)Any income of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be added to such taxable income or loss;

(2)Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) (other than expenses in respect of which an election is properly made under Section 709 of the Code), and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss;

(3)In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (2) or (3) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain (if the adjustment increases the Gross Asset Value of an asset) or loss (if the adjustment decreases the Gross Asset Value of an asset) from the disposition of such Company asset for purposes of computing Net Profit or Net Loss;

(4)Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the Company asset disposed of, notwithstanding that the adjusted tax basis of such Company asset may differ from its Gross Asset Value;

(5)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; and

7

(6)Any items separately allocated under Section 3.3(d) will be disregarded.

(uuu)“Non-Managing Members” shall mean any Member other than the Member owning the majority of the Class 1 Interests.

(vvv)“Notices” has the meaning set forth in Section 8.4.

(www)“Nuveen” has the meaning set forth in the preamble hereto.

(xxx)“NWQ Representative” has the meaning set forth in Section 2.7.

(yyy)“Old NWQ” has the meaning set forth in the recitals hereto.

(zzz)“Person” shall mean any individual, partnership (limited or general), corporation, limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

(aaaa)“Pre-Bonus Operating Income” for a given Fiscal Year shall mean earnings before income tax, depreciation, investment income, interest expense, amortization expense and any expense related to the issuance or vesting of any Interests that have been issued or awarded on or prior to the date hereof of the Company for such Fiscal Year and before any reduction for the Bonus Pool for such Fiscal Year.

(bbbb)“Pre-Bonus Operating Income After Base Bonus Pool” for a given Fiscal Year shall mean the Pre-Bonus Operating Income for such Fiscal Year less the Base Bonus Pool for such Fiscal Year.

(cccc)“Preferred Return” has the meaning set forth in Section 3.5(a).

(dddd)“Prohibited Investment Management Services” shall mean, directly or indirectly, for or on behalf of any Person, firm, corporation or other entity other than the Company or any of its Affiliates, performing any Investment Management Services that are competitive with the Investment Management Services provided or under development by the Company or any of its Affiliates at the time the applicable Member is or was employed by the Company, whether being provided in the capacity as a named advisor or through a sub-advisory role.

(eeee)“Prohibited Solicitation Activities” shall mean any of the following activities, whether undertaken directly or indirectly:

(1)attempt in any manner to persuade any Person that the applicable Member knows or should know is a client of the Company or any of its Affiliates (or was a client within the six-month period preceding such attempt) to cease to do business or to reduce the amount of business which any client has customarily done or contemplates doing with the Company or any of its Affiliates, whether or not the relationship between the Company or such Affiliate and such client was originally established, in whole or in part, through the Member’s efforts;

8

(2)solicit for the purpose of providing investment management, investment advisory or related consulting services to any Person that the applicable Member knows or should know is a client of the Company or any of its Affiliates (or was a client within the six-month period preceding such solicitation) unless such solicitations are rendered as an employee of the Company, whether or not the relationship between the Company or any of its Affiliates and such client was originally established, in whole or in part, through the Member’s efforts;

(3)solicit for employment or service any person employed by or providing services to the Company or any of its Affiliates or any person who was during the six-month period preceding such solicitation employed by or providing services to the Company or any of its Affiliates; and

(4)hire as an employee, consultant or service provider any person employed by or providing services to the Company or any of its Affiliates or any person who was during the six-month period preceding such solicitation employed by or providing services to the Company or any of its Affiliates.

(ffff)“Purchase and Sale Agreement” has the meaning set forth in Section 5.3.

(gggg)“Repurchase Price” shall mean the price paid or payable by the Company to a Member in respect of his or her Interests as set forth under Section 5.3.

(hhhh)“Residual Profit” has the meaning set forth in Section 3.5(b).

(iiii)“Restricted Period” has the meaning set forth in Section 8.1.

(jjjj)“Securities Act” shall mean the Securities Act of 1933, as amended.

(kkkk)“Trade Secrets and Confidential Information” has the meaning set forth in Section 8.1.

(llll)“Transfer” has the meaning set forth in Section 5.1.

(mmmm)“Variable Bonus Pool” has the meaning set forth in Section 4.5.

ARTICLE II

ORGANIZATION AND GENERAL PROVISIONS

Section 2.1 Name of the Company. The name of the Company stated in its Articles of Organization is “NWQ Investment Management Company, LLC.”

Section 2.2 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

Section 2.3Registered Office; Registered Agent. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust

9

Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent of the Company at such address is The Corporation Trust Company.

Section 2.4Principal Office. The principal office of the Company is located at 2049 Century Park East, 16th Floor, Los Angeles, California 90067.

Section 2.5Term. The Company shall continue in existence until the Company is dissolved as provided in this Agreement or the Act.

Section 2.6Members. The name and mailing address of each Member is set forth on Exhibit B hereto.

Section 2.7NWQ Representative. The NWQ representative, who shall have such rights and duties as are set forth in the Management LLC Agreement, shall be the President of Nuveen or his designee until replaced by the Managing Member (such representative, the “NWQ Representative”).

Section 2.8Title to Property. A Member’s interest in the Company (each, an “Interest”) shall for all purposes be personal property. No holder of Interests or Member shall have any interest in specific Company assetsor property, including assets or property contributed to the Company by such Member as a part of any capital contribution. The Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware.

Section 2.9Fiscal Year.The Fiscal Year of the Company (the “Fiscal Year”) shall be from January 1st to December 31st.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS;
DISTRIBUTIONS

Section 3.1Classes of Membership Interests; Capital Contributions.

(a)There shall be eight classes of Interests: “Class 1 Interests,” “Class 2 Interests,” “Class 3 Interests,” “Class 4 Interests,” “Class 7 Interests, “Class 8 Interests,” “Class 9 Interests,” and “Class 10 Interests.” The Company may in its discretion issue certificates to the Members representing the Interests held by each Member. As of the date hereof, Nuveen owns 100% of the Class 1, Class 2 and Class 3 Interests and 25% of the Class 4 Interests, and the other Members own 75% of the Class 4 Interests and 100% of the Class 7, Class 8, Class 9 and Class 10 Interests as set forth opposite their names on the Interest Schedule. The initial capital accounts of the Members shall be as set forth on the Interest Schedule. The assets and liabilities of the Company shall be held as a whole and shall not be accounted for separately for each class of Interests. The Members shall not be obligated to make any capital contributions to the Company, and all Interests issued to the Members shall be nonassessable.

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(b)The Class 1, Class 2, Class 3, and Class 4 Interests are all fully vested as of the date hereof. The Class 7 Interests shall vest in one installment on June 30, 2007. The Class 8 Interests shall vest in one installment on June 30, 2008. The Class 9 Interests shall vest in one installment on June 30, 2009. The Class 10 Interests shall vest in one installment on June 30, 2010.

Section 3.2Capital Accounts. A separate capital account shall be maintained for each Member and such capital accounts shall be maintained in accordance with the provisions of § 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. Except as expressly set forth herein, no Member shall be entitled to withdraw any portion of its capital account. No Member shall be entitled to receive any interest on its capital account. The original capital account established for any Member who acquires any Interests by virtue of a Transfer in accordance with the terms of this Agreement shall be in the same amount as, and shall replace, the capital account of the transferor of such Interests, and, for purposes of this Agreement, such Member shall be deemed to have made the capital contributions made by the transferor of such Interests (or made by such transferor’s predecessor in interest). In the event the transferor of such Interests retains any Interests, the transferor shall transfer a pro rata portion of the transferor’s capital account associated with such Interests to the transferee. Upon liquidation of the Company or of any Member’s Interest (in each case as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which such liquidation occurs (other than those made pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(b)(2) and -1(b)(2)(ii)(b)(3)), by the end of such taxable year (or, if later, within 90 days after the date of such liquidation). No Member shall be entitled to, and each Member hereby waives, any rights that it may have pursuant to Section 18-604 of the Act, as amended.

Section 3.3Allocation of Net Profit and Net Loss.

(a)If the Company has a Net Profit for the Fiscal Year, such Net Profit shall be allocated among the Members for purposes of maintaining the Members’ capital accounts in the following manner:

(1)First, to all Class 2 Members in proportion to their respective Class 2 Interests until the cumulative amounts allocated to the Class 2 Members pursuant to this Section 3.3(a)(1) (net of cumulative Net Loss allocated to the Class 2 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 2 Members pursuant to Section 3.4(b) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));

(2)Second, to all Class 3 Members in proportion to their respective Class 3 Interests until the cumulative amounts allocated to the Class 3 Members pursuant to this Section 3.3(a)(2) (net of cumulative Net Loss allocated to the Class 3 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 3 Members pursuant to Section 3.4(c) with respect to

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the current and each priorFiscal Year (disregarding the limitation set forth in Section 3.4(i));

(3)Third, to all Class 4 Members in proportion to their respective Class 4 Interests until the cumulative amounts allocated to the Class 4 Members pursuant to this Section 3.3(a)(3) (net of cumulative Net Loss allocated to the Class 4 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 4 Members pursuant to Section 3.4(d) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));

(4)Fourth, to all Class 7 Members in proportion to their respective Class 7 Interests until the cumulative amounts allocated to the Class 7 Members pursuant to this Section 3.3(a)(4) (net of cumulative Net Loss allocated to the Class 7 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 7 Members pursuant to Section 3.4(e) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));

(5)Fifth, to all Class 8 Members in proportion to their respective Class 8 Interests until the amounts allocated to the Class 8 Members pursuant to this Section 3.3(a)(5) (net of cumulative Net Loss allocated to the Class 8 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 8 Members pursuant to Section 3.4(f) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));

(6)Sixth, to all Class 9 Members in proportion to their respective Class 9 Interests until the amounts allocated to the Class 9 Members pursuant to this Section 3.3(a)(6) (net of cumulative Net Loss allocated to the Class 9 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 9 Members pursuant to Section 3.4(g) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));

(7)Seventh, to all Class 10 Members in proportion to their respective Class 10 Interests until the amounts allocated to the Class 10 Members pursuant to this Section 3.3(a)(7) (net of cumulative Net Loss allocated to the Class 10 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 10 Members pursuant to Section 3.4(h) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i)); and

(8)Thereafter, all such Net Profits shall be allocated solely to the Class 1 Members in proportion to their respective Class 1 Interests.

(b)For each Fiscal Year, if the Company has a Net Loss for the Fiscal Year, such Net Loss shall be allocated:

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(1)First, to the Class 1 Members in proportion to their respective positive capital account balances until such balances are reduced to zero;

(2)Second, to the Class 2 Members, Class 3 Members, Class 4 Members, Class 7 Members, Class 8 Members, Class 9 Members and Class 10 Members in proportion to their respective positive capital account balances until such balances are reduced to zero; and

(3)Thereafter, solely to the Class 1 Members in proportion to their respective Class 1 Interests.

(c)It is the intent of the Members that each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated for federal income tax purposes in accordance with this Section 3.3 to the fullest extent permitted by §§ 704(b) and (c) of the Code and the Treasury Regulations promulgated thereunder. This Agreement shall be deemed to include a “qualified income offset” in accordance with Treasury Regulation section 1.704-1(b)(2)(ii)(d). The Managing Member will be authorized to make appropriate amendments to the allocations of items pursuant to this Section 3.3 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations thereunder or to effect the terms, purposes and conditions of this Agreement; provided that no such change has a material adverse effect upon the amount distributable to any Member hereunder.

(d)For purposes of this Section 3.3, Depreciation shall be allocated solely to the Class 1 Members in proportion to their Class 1 Interests. A portion of the gain attributable to the sale or other disposition of a Company asset (including any gain treated as recognized upon the upward revaluation of the Gross Asset Value of a Company asset), in a cumulative amount up to the amount of Depreciation previously recognized with respect to such asset, shall be allocated solely to the Class 1 Members in proportion to their Class 1 Interests.

Section 3.4Distributions. Except as expressly provided in this Section 3.4, no Member shall be entitled to receive any distribution from the Company except as otherwise determined by the Managing Member in its sole discretion. The distributions payable under this Section 3.4 with respect to any Interest for a given Fiscal Year shall be payable to the Member who holds such Interests of record as of the end of such Fiscal Year.

(a)As promptly as practicable after the close of each Fiscal Year, each Class 1 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 1 Interests it holds) of:

(1)for Fiscal Year 2005, EBITDA for such Fiscal Year in an amount up to the sum of (A) the Preferred Return for such Fiscal Year and (B) the Class 1 Cap;

(2)for Fiscal Year 2006 and each Fiscal Year thereafter, EBITDA for such Fiscal Year in an amount up to the sum of (A) the Preferred Return for such Fiscal Year and (B) the Class 1 Cap less, if any, the aggregate distributions to the holders of Class 7 Interests, Class 8 Interests, Class 9 Interests and Class 10 Interests for the applicable Fiscal Year.

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(b)As promptly as practicable after the close of each Fiscal Year, each Class 2 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 2 Interests it holds) of the excess, if any, up to but not in excess of the Class 2 Cap, of (x) EBITDA for such Fiscal Year over (y) the Class 1 Cap.

(c)As promptly as practicable after the close of such Fiscal Year, each Class 3 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 3 Interests it holds) of the excess, if any, up to but not in excess of the Class 3 Cap, of (x) EBITDA for such Fiscal Year over (y) the sum of (A) the Class 1 Cap, (B) the Preferred Return for such Fiscal Year and (C) the Class 2 Cap.

(d)As promptly as practicable after the close of such Fiscal Year, each Class 4 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 4 Interests it holds) of the excess, if any, of (x) EBITDA for such Fiscal Year over (y) the sum of (A) any distributions that the Class 1 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(a), (B) any distributions that the Class 2 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(b), (C) any distributions that the Class 3 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(c), (D) any distributions that the Class 7 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(e), (E) any distributions that the Class 8 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(f), (F) any distributions that the Class 9 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(g) and (G) any distributions that the Class 10 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(h).

(e)For Fiscal Year 2006 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 7 Interest shall be entitled to receive a distribution in respect of each Class 7 Interest held by such holder equal to the Class 7 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 7 Distribution Cap or be a negative number.

(f)For Fiscal Year 2008 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 8 Interest shall be entitled to receive a distribution in respect of each Class 8 Interest held by such holder equal to the Class 8 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 8 Distribution Cap or be a negative number.

(g)For Fiscal Year 2009 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 9 Interest shall be entitled to receive a distribution in respect of each Class 9 Interest held by such holder equal to the Class 9 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 9 Distribution Cap or be a negative number.

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(h)For Fiscal Year 2010 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 10 Interest shall be entitled to receive a distribution in respect of each Class 10 Interest held by such holder equal to the Class 10 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 10 Distribution Cap or be a negative number. For Fiscal Year 2010 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 10 Interest shall also be entitled to receive an additional distribution (a “Catch-Up Distribution”) in respect of each Class 10 Interest held by such holder equal to (A) one and six hundred seventy eight thousandths (1.678) multiplied by the amount calculated in the preceding sentence of this Section 3.4(e) less (B) the sum of (1) the amount distributed to each Class 7 Interest for Fiscal Year 2007, (2) the amount distributed to each Class 8 Interest for Fiscal Year 2008, and (3) the amount distributed to each Class 9 Interest for Fiscal Year 2009; provided, however, that if such amount as calculated pursuant hereto is less than zero, then the amount of the distribution shall be equal to zero.

(i)Notwithstanding the foregoing, in the event that the amount distributable under Sections 3.4(a), (b), (c), (d), (e), (f), (g), and (h) would exceed the Net Profit for the Fiscal Year, the Managing Member shall have the authority to reduce such distributions to an amount equal to such Net Profit; provided that such reduction shall be made in the following order: (i) first, to the amount distributable under Section 3.4(a), (ii) second, to the amount distributable under Section 3.4(b), (iii) third, to the amount distributable under Section 3.4(c), (iv) fourth, to the amount distributable under Section 3.4(e), (v) fifth, to the amount distributable under Section 3.4(f), (vi) sixth, to the amount distributable under Section 3.4(g), (vii) seventh, to the amount distributable under Section 3.4(h), (viii) eighth, to the amount distributable under Section 3.4(d). In the event of any such reduction, the amount distributable by the Company under such Sections in subsequent Fiscal Years shall be increased by the amount of the prior reduction to the extent that the Net Profits in subsequent Fiscal Years exceed the amounts distributable under Sections 3.4(a), (b), (c), (d), (e), (f), (g) and (h) with respect to such Fiscal Years.

Section 3.5Preferred Return.

(a)(1)IntentionallyOmitted.

(2)Intentionally Omitted.

(3)The Preferred Return for each Fiscal Year shall be equal to the greater of (x) $0 or (y) EBITDA for such Fiscal Year minus the sum of (A) the Class 1 Cap, (B) the Class 2 Cap, (C) the Class 3 Cap and (D) the Residual Profits Amount for such Fiscal Year; provided that the Preferred Return for Fiscal Year 2008 and each Fiscal Year thereafter shall not exceed the Preferred Return for Fiscal Year 2007.

The Residual Profits Amount for each Fiscal Year shall be equal to the result of the following formula:

(T x C – P)/3

in each case, where:

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T = $45,000,000 for Fiscal Year 2005, $67,500,000 for Fiscal Year 2006, $91,000,000 for Fiscal Year 2007, and for each Fiscal Year thereafter shall equal 115% of T for the prior Fiscal Year;

P = the cumulative amount that would have been paid by the Managing Member to the Non-Managing Members through the end of such Fiscal Year upon exercise of all of its Call Rights exercisable up to such time with respect to the Class 3 and Class 4 Interests of the Non-Managing Members less the amount paid that would have been paid with respect to the capital contributions with respect to such Interests; and

C = a fraction, the numerator of which is the compound annual growth rate in Pre-Bonus Operating Income After Base Bonus Pool over the base amount of $18,630,000 through the end of such Fiscal Year, where 2003 is the first fiscal year and 2007 is the fifth fiscal year, minus 5%, and the denominator of which is 20%; provided that if C as so calculated (i) is less than 0, then C shall be 0 and (ii) is greater than 1, then C shall be 1.

ARTICLE IV

MANAGEMENT OF THE COMPANY

Section 4.1Management in General.

(a)The management and control of the business of the Company shall be vested exclusively in a position entitled the “Managing Member,” and the Managing Member shall have exclusive power and authority, in the name of and on behalf of the Company, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company; with or without the vote or consent of the Members in their capacity as such, except as specifically provided in this Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Managing Member, the officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Managing Member shall have the power to sign for or bind the Company to any agreement or document in its capacity as a Member, but the Managing Member may delegate the power to sign for or bind the Company to one or more officers.

(b)The authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the Company, or to protect and preserve the Company’s assets, any such action taken by the

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Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Managing Member may delegate any or all of the foregoing powers to one or more of the officers.

(c)The Managing Member need not be a resident of the State of Delaware. The Managing Member is required to be a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. As of the date hereof, the Managing Member is Nuveen. The Managing Member shall devote such time to the business and affairs of the Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided in this Agreement.

(d)Any Person dealing with the Company, the Managing Member or any Member may rely upon a certificate signed by the Managing Member as to (i) the identity of the Managing Member or any Member, (ii) any factual matters relevant to the affairs of the Company; (iii) the Persons who are authorized to execute and deliver any document on behalf of the Company; or (iv) any action taken or omitted by the Company or the Managing Member.

(e)The Managing Member (whether an initial or a successor Managing Member) shall cease to be the Managing Member upon the earlier of (i) such Managing Member’s resignation or (ii) such Managing Member’s removal pursuant to the affirmative vote of the Members holding a majority of the Class 1 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or being removed, may be filled by appointment of a successor by the Members holding a majority of the Class 1 Interests.

Section 4.2 Management Expenses. The Company shall pay or reimburse the Managing Member for all reasonable travel expenses incurred by the Managing Member in accordance with its duties as Managing Member as well as (i) any out-of-pocket expenses incurred by the Managing Member in its role acting as Managing Member and (ii) the applicable portion of any expenses incurred by the Managing Member in connection with any initiative which involves the Company and one or more of the other Affiliates of the Managing Member.

Section 4.3 Executive Committee and Officers. The Company shall have a committee entitled the “Executive Committee,” which shall consist of such individuals as the Managing Member may determine, and shall initially consist of Michael Mendez, Jon Bosse and E.C. (Ted) Friedel. The Executive Committee shall be responsible for the day-to-day affairs and operations of the Company and shall otherwise have such powers and duties as from time to time may be conferred by the Managing Member. The Managing Member and the Executive Committee may also each appoint such officers of the Company as it shall determined to be advisable (in the case of the Executive Committee, following prior written notice to the Managing Member), and as of the date hereof the officers of the Company shall include a President, one or more Managing Directors, one or more Vice Presidents, a Treasurer, a Secretary and one or more Assistant Secretaries, and such other officers as the Managing Member from time to time may deem proper. All officers so designated shall each have such powers and duties as from time to time may be conferred by the Managing Member, which shall initially be as set forth on Exhibit C hereto. The members of the Executive Committee and the

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officers of the Company shall have the power to execute documents and contracts on behalf of the Company necessary in the ordinary course of business of the Company. Any number of titles may be held by the same person. Each member of the Executive Committee and each officer of the Company shall hold office until his or her successor shall be duly designated and qualified or until his or her death, until he or she shall resign, or until he or she shall have been removed, either with or without cause, by the Managing Member; provided that a member of the Executive Committee must be at all times an employee of the Company or its subsidiaries, and upon the termination of such employment, such member shall immediately, and without further action, cease to serve as a member of the Executive Committee. Salaries and other compensation, if any, of the officers of the Company other than Executive Committee members shall be fixed by the Executive Committee in consultation with the Managing Member. Subject to the terms of any applicable employment agreement, salaries and other compensation, if any, of the members of the Executive Committee shall be fixed by the Managing Member. Subject to the terms of any applicable employment agreement, in assessing performance of the Executive Committee members, the Managing Member shall take into account qualitative performance factors, including focus on organizational development, team work, leadership and culture, in addition to business profitability, investment performance, market benchmarks or other more quantitative factors. Any delegation pursuant to this Section 4.3 may be revoked at any time by the Managing Member. As of the date hereof, the officers of the Company are as set forth on Exhibit D hereto.

Section 4.4Service Fees. The Company shall pay to the Managing Member each year a fee (the “Fixed Annual Service Fee”) in respect of distribution, operational, administrative and other services made available to the Company by the Managing Member. The dollar amount of the Fixed Annual Service Fee for each Fiscal Year shall be established by agreement between the Company and the Managing Member within 45 days of the beginning of such Fiscal Year in an amount such that Pre-Bonus Operating Income (which for purposes of this Section 4.4 shall be net of the Fixed Annual Service Fee, depreciation and amortization (other than amortization of goodwill, profits interests and intangible assets of the Company)) for such Fiscal Year is estimated to target 85% of net revenues for such Fiscal Year, after a review of the actual results for the prior Fiscal Year and the operating plan for the current Fiscal Year, subject to adjustment as provided below. In the event that the Company and the Managing Member are unable to agree on the Fixed Annual Service Fee within such 45-day period, it shall be established by the Managing Member acting in good faith with a view towards such target percentage, and shall be communicated to the Company within 75 days of the beginning of such Fiscal Year. At the end of each Fiscal Year, in the event that the actual Pre-Bonus Operating Income (which for purposes of this Section 4.4 shall be net of the Fixed Annual Service Fee, depreciation and amortization (other than amortization of goodwill, profits interests and intangible assets of the Company)) for such Fiscal Year (taking into account the initial fee amount) (i) exceeded 85% of net revenues for such Fiscal Year, the Company shall pay to the Managing Member an additional service fee equal to one-half of the dollar amount of such excess, and (ii) was less than 85% of net revenues for such Fiscal Year, the Fixed Annual Service Fee shall be reduced (but not below zero) by an amount equal to one-half of the dollar amount of such shortfall.

Section 4.5Bonus Pool. The total annual bonus pool of the Company for a given Fiscal Year (“Bonus Pool”) will be equal to the sum of (A) the minimum amount of the

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Bonus Pool (the “Base Bonus Pool”) for such Fiscal Year, which shall be an amount equal to up to 10% of the Pre-Bonus Operating Income (which for purposes of this Section 4.5 shall be net of the service fees pursuant to Section 4.4, depreciation and amortization (other than amortization of goodwill, profits interests and intangible assets of the Company)) for such Fiscal Year, and (B) the variable amount of the Bonus Pool (the “Variable Bonus Pool”) for such Fiscal Year, which shall be an amount equal to up to 15% of the Pre-Bonus Operating Income (which for purposes of this Section 4.5 shall be net of service fees pursuant to Section 4.4, depreciation and amortization (other than amortization of goodwill, profits interests and intangible assets of the Company)) for such Fiscal Year.

ARTICLE V

TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL MEMBERS; CALL RIGHT

Section 5.1Transferability of Interests.

(a)Except as set forth in this Section 5.1 or in Section 5.4, no Permitted Transferee or Member may assign, sell, transfer or otherwise dispose of, whether voluntarily or involuntarily, in whole or in part (any such transaction, “Transfer”), any of its Interests unless the permitted Transferee or Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion (provided that the Managing Member shall not unreasonably withhold its consent to any Transfer made by a Member solely for purposes of estate administration or tax planning and for no consideration, to the spouse, children or grandchildren of that Member, or a trust for their benefit); provided that any Permitted Transferee and any Member may Transfer his or her Interests pursuant to applicable laws of descent and distribution following the death of such Permitted Transferee or Member. No Permitted Transferee or non-Managing Member may pledge or encumber, whether voluntarily or involuntarily, in whole or in part, any of its Interests unless the Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion.

(b)Upon any Transfer, the Permitted Transferee must become a party to this Agreement and be bound by all of the terms and conditions of this Agreement, including, but not limited to, Section 5.3. Any Permitted Transferee whose acquisition of Interests is permitted in accordance with this Section 5.1 shall not become a Member of the Company, but shall instead acquire the rights of an assignee under the provisions of the Act. The right of any Permitted Transferee to receive the distributions contemplated in Article III shall be subject to the vesting and repurchase provisions applicable to the Member to whom the Interests were initially issued.

(c)In no event shall the Transfer by a Member of his or her Interests relieve such Member of any obligations arising under this Agreement, including any obligations under Section 8.1. Until such time as all of the Interests issued to a Member are forfeited or repurchased, the Member who Transfers the Interests shall continue to be a Member and to be bound by the terms of this Agreement, and shall continue to exercise all voting and consent rights with respect to the Interests transferred.

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(d)Every Transfer of Interests permitted under this Section 5.1 shall be subject to the following requirements:

(1)The Member transferring such Interests (or the executor or administrator of his or her estate) or the executor or administrator of the estate of any deceased Permitted Transferee shall establish that the proposed Transfer will not cause or result in a breach of any agreement binding upon the Company or any violation of law, including without limitation, federal or state securities laws, and the proposed Transfer would not cause the Company to be an investment company as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC;

(2)The Member (or the executor or administrator of his or her estate) or the executor or administrator of the estate of any deceased Permitted Transferee transferring such Interests shall have complied with all provisions of this Agreement, including, without limitation, this Section 5.1; and

(3)The transferee shall execute a counterpart of this Agreement and shall deliver such other documents or instruments as may be required by the Managing Member to reflect the provisions hereof, which may include without limitation, a favorable opinion of reputable legal counsel.

(e)Any purported Transfer, pledge or encumbrance of any Interest or any part thereof not in compliance with this Agreement shall be void and of no force or effect.

Section 5.2Admission of Additional Members. Except as provided in Section 5.1, one or more additional Class 7 Members, Class 8 Members, Class 9 Members or Class 10 Members may be admitted to the Company by the Managing Member only with the consent of the Members holding a majority of the Interests of the Class to which such additional Members are to be admitted; provided, however, that no such consent shall be required if the addition of such Members does not result in any dilution to the distributions that would otherwise be made hereunder with respect to the applicable Class of Interests. One or more additional Class 1 Members may be admitted to the Company upon consent of the Managing Member.

Section 5.3Call Right and Change of Control Call Right.

(a)The Managing Member will have the right (individually, a “Call Right” and collectively, the “Call Rights”) at its election to require the Non-Managing Members to sell their respective Class 4 Interests, Class 7 Interests, Class 8 Interests, Class 9 Interests and Class 10 Interests to the Managing Member in accordance with this Section 5.3 for a per Interest purchase price equal to the Fair Market Value for such Interest to be paid in cash, or if the Managing Member and the Non-Managing Members mutually agree, in a combination of cash and common stock of the Managing Member or its Affiliates. The Managing Member may exercise its Call Rights with respect to Class 4 Interests once during the first quarter of each Fiscal Year beginning 2006 through and including 2008 upon written notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year. The Call Rights with respect to the Class 4 Interests will be exercisable:

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(1)in 2006, with respect to 33 1/3% of the Class 4 Interests held by the Non-Managing Members;

(2)in 2007 if the Call Right pursuant to Section 5.3(a)(1) has been exercised, with respect to 33 1/3% of the Class 4 Interests held by the Non-Managing Members; and

(3)in 2008 if the Call Right pursuant to Section 5.3(a)(2) has been exercised, with respect to 33 1/3% of the Class 4 Interests held by the Non-Managing Members.

In addition, the Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2009 and 2010 with respect to 100.00% of the Class 7 Interests, once during the first quarter of Fiscal Years 2009, 2010 and 2011 with respect to 100.00% of the Class 8 Interests, once during the first quarter of Fiscal Years 2010, 2011 and 2012 with respect to 100.00% of the Class 9 Interests, and once during the first quarter of Fiscal Years 2011, 2012 and 2013 with respect to 100.00% of the Class 10 Interests, in each case upon written notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that (1) the Managing Member may not exercise its Call Right with respect to the Class 7 Interests unless it shall first have exercised all of its prior year Call Rights in respect of the Class 4 Interests (and shall substantially simultaneously give notice of its intent to exercise its Call Rights in respect of any remaining Class 4 Interests), (2) the Managing Member may not exercise its Call Right with respect to the Class 8 Interests unless it shall first have exercised its Call Right with respect to the Class 7 Interests, (3) the Managing Member may not exercise its Call Right with respect to the Class 9 Interests unless it shall first have exercised its Call Right with respect to the Class 8 Interests, and (4) the Managing Member may not exercise its Call Right with respect to the Class 10 Interests unless it shall first have exercised its Call Right with respect to the Class 9 Interests. Such written notice will set forth the amount of Class 4 Interests, Class 7 Interests, Class 8 Interests, Class 9 Interests, or Class 10 Interests held by Non-Managing Members that the Managing Member is purchasing and the Closing Date on which such purchase will occur.

(b)In the event the Managing Member proposes to effect any Change of Control Transaction, the Managing Member shall have the right (the “Change of Control Call Right”), which shall be in addition to its rights under Section 5.3(a), at its election to require the Non-Managing Members to sell 100% of the Class 4 Interests, Class 7 Interests, Class 8 Interests, Class 9 Interests and Class 10 Interests held by such Members as of such time to the Managing Member in accordance with this Section 5.3 for a per Interest purchase price equal to the Fair Market Value for such Call Interest to be paid in cash, or if the Managing Member and the Non-Managing Members mutually agree, in a combination of cash and common stock of the Managing Member or its Affiliates. The Managing Member may exercise its Change of Control Call Right upon written notice to the Non-Managing Members setting forth the Closing Date, which shall be shortly before or substantially simultaneous with the consummation of the Change of Control Transaction, but in any event no earlier than ten business days following the date of delivery of such notice to the Non-Managing Members.

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(c)For any Interest that is a Call Interest, the “Fair Market Value” of such Interest is equal to the product of the Fair Market Multiple multiplied by the aggregate distributions in respect of such Interest pursuant to Section 3.4(b), (c), (d), or (e), as the case may be, without giving effect to reductions, if any, to such distributions pursuant to Section 3.4(i), for the Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided, however, that in the event of a Change of Control Transaction, Fair Market Value with respect to any Class of Interests that was not yet entitled hereunder to receive distributions as of the Fiscal Year immediately preceding the Fiscal Year in which the Change of Control Call Right is exercised shall be determined in the reasonable discretion of the Managing Member (it being understood that such Fair Market Value determination shall not take into consideration any discount related solely to the fact that such Interests are unvested); provided further that in no event shall the aggregate Fair Market Value for all Interests called in any given Fiscal Year be less than $1,000.

(d)On a given Closing Date, the Non-Managing Members shall transfer the applicable Call Interests to the Managing Member free and clear of all liens and encumbrances and will execute all instruments and documents necessary to transfer such Call Interests to the Managing Member, and the Managing Member will pay the Repurchase Price to the applicable Member (or his or her permitted transferees); provided that each purchase of a Member’s Interests under this Agreement, other than a purchase from Management LLC, shall be pursuant to a purchase and sale agreement by and between the Company and the selling Member (and, if applicable, his or her transferee), which shall be substantially in the form attached hereto as Exhibit E (a “Purchase and Sale Agreement”), and the payment of the Repurchase Price in respect of any Class 7 Interests, Class 8 Interests, Class 9 Interests or Class 10 Interests shall be conditioned upon the execution and delivery by the applicable Member of a Purchase and Sale Agreement relating to the purchase). Following the Closing Date, upon the request of the Managing Member, the Non-Managing Members shall execute such further instruments and documents and perform such further acts as may be reasonably required to carry out the transactions contemplated by this Section 5.3.

(e)As of any Closing Date, the Non-Managing Members shall cease to hold the Interests purchased on the Closing Date, and shall cease to hold the portion of their respective capital accounts attributed to such Interests and shall no longer have any rights with respect to such portion of such Interests, other than the right to receive the applicable Repurchase Price.

Section 5.4Forfeiture of Interests.

(a)Upon the Termination of Employment of a Member (other than (i) a termination by the Company without Cause, (ii) a termination by such Member for Good Reason (to the extent applicable), (iii) the death or permanent disability (as such term is used in the disability plan of Nuveen Investments applicable to such Members) of such Member or (iv) as otherwise determined by the Managing Member, including in connection with the terms of any employment agreement), any unvested Interests shall automatically be forfeited, without any further action by the Company or the former Member, and without the payment of any amounts in respect of such forfeited Interests. Upon the Termination of Employment of a Member due to the death or permanent disability of a Member, a number of unvested Interests of such Member

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shall automatically vest as is equal to (A) the number of unvested Interests held by such Member as of such Termination of Employment multiplied by (B) the quotient obtained by dividing (i) the number of days following the date hereof to the date of such Termination of Employment by (ii) the total number of days between the date hereof and the regularly scheduled vesting date of the applicable Interests (such number of Interests rounded to the nearest whole Interest); any other unvested Interests of such Member shall automatically be forfeited, without any further action by the Company or the Member, and without the payment of any amounts in respect of such forfeited Interests. For the avoidance of doubt, a Termination of Employment of a Member shall not affect such Member’s vested Interests, and a Termination of Employment of a Member by the Company without Cause or by the Member for Good Reason (to the extent applicable) will not result in any forfeiture or otherwise affect the vesting of any unvested Interests; any vested Interests, any unvested Interests that are not forfeited, and a Member’s related status as such, shall remain subject to the terms of this Agreement.

(b)Upon the occurrence of any Event of Forfeiture by a Member, such action shall be deemed a breach of this Agreement and any Class 7 Interests, Class 8 Interests, Class 9 Interests or Class 10 Interests, whether or not vested, shall automatically be forfeited, without any further action by the Company or the former Member, and without the payment of any amounts in respect of such forfeited Interests.

(c)Forfeited Interests shall cease to have any rights or to be entitled to any payments whatsoever hereunder, including in respect of any distribution or Call Right proceeds.

ARTICLE VI

DISSOLUTION AND TERMINATION

Section 6.1Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of all of the Members, or (b) entry of a decree of judicial dissolution pursuant to § 18-802 of the Act. The Managing Member shall promptly notify the Members of any dissolution of the Company.

Section 6.2 Liquidation. Upon the dissolution of the Company, the Managing Member, or if there is none, the Person or Persons approved by (a) Members holding a majority of the Class 1 Interests, (b) Members holding a majority of the Class 2 Interests, (c) Members holding a majority of the Class 3 Interests and (d) Members holding a majority of the Class 4 Interests shall carry out the winding up of the Company and shall immediately commence to wind up the Company’s affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share in allocations and distributions during liquidation in the same proportions, as specified in Sections 3.3 and 3.4, as before liquidation. The proceeds of liquidation shall be distributed as set forth in Section 3.2.

Section 6.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in Section 6.2

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and the Certificate of Formation of the Company shall have been canceled in the manner required by the Act.

Section 6.4 Claims of the Members. All Members and former Members shall look solely to the Company’s assets for any return of their capital contributions and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Members and former Members shall have no recourse against the Company or any other Member.

ARTICLE VII

RECORDS AND REPORTS

Section 7.1Books and Records. The Company shall, and the officers shall use all commercially reasonable efforts to enable the Company to, keep complete and accurate books of account with respect to the operations of the Company, prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied. Such books shall reflect that the Interests have not been registered under the Securities Act, and that the Interests may not be Transferred without registration under the Securities Act or exemption therefrom and without compliance with Article V. Such books shall be maintained at the principal office of the Company.

Section 7.2Accounting. The Company’s books of account shall be kept on the accrual method of accounting, or on such other method of accounting as the Managing Member may from time to time determine, with the advice of independent public accountants, and shall be closed and balanced at the end of the Fiscal Year. The taxable year of the Company shall be the twelve (12) months ended December 31 or such other taxable year as the Managing Member may designate.

Section 7.3Financial and Compliance Reports. The Company shall, and the officers shall use all commercially reasonable efforts to enable the Company to, furnish to the Members each of the following: (a) within 5 business days after the end of each month and each fiscal quarter, an unaudited financial report of the Company of the statement of income and statement of cash flows and balance sheet as of the last day of such month or quarter, which report shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting, consistently applied (except that the financial report may (i) be based on estimates to the extent actual data is not available and be subject to adjustments of such estimates within 5 business days after the end of each month and each fiscal quarter, (ii) be subject to normal year-end audit adjustments which are neither individually nor in the aggregate material and (iii) not contain all notes thereto which may be required in accordance with generally accepted accounting principles) and shall be certified by the most senior financial officer of the Company to have been so prepared; (b) as soon as practicable and in any event within 5 business days after the end of each month and each fiscal quarter, a report prepared in a similar manner and certified by the most senior financial officer of the Company to have been so prepared, which shall include: (i) statements of operations, changes in Members’ capital accounts and cash flows of the Company for such month or quarter, together with a-cumulative income statement from the first day of the then-current Fiscal Year to the last day of such month or

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quarter; and (ii) a balance sheet of the Company as of the last day of such month or quarter; (c) within 30 days after the end of each Fiscal Year or within such other time as the Managing Member agrees, audited financial statements of the Company, which shall include statements of operations, changes in Members’ capital accounts and cash flows for such year and a balance sheet as of the last day thereof, each prepared in accordance with generally accepted accounting principles, using the accrual method of accounting, consistently applied, certified by independent public accountants satisfactory to the Managing Member; (d) if requested by the Managing Member, within 5 business days after the end of each calendar quarter, the Company’s operating budget for each of the next four fiscal quarters, in such form and containing such estimates as may be requested by the Managing Member from time to time; (e) copies of all financial statements, reports, notices, press releases and other documents released to the public; (f) as promptly as is reasonably possible following request by the Managing Member from time to time, such operations and/or performance data as may be requested; and (g) any other financial or other information available to the officers as the Managing Member shall have reasonably requested on a timely basis.

Section 7.4Meetings. The Company and its officers shall hold such regular meetings at the Company’s principal place of business with representatives of the Managing Member not more frequently than quarterly (except in special circumstances) as may be reasonably requested by the Managing Member from time to time. These meetings shall be attended (either in person or by telephone) by such of the officers and other employees of the Company as may be reasonably requested by the Managing Member or any of the officers. The Company will reimburse the reasonable travel expenses of any representative of the Managing Member who attends each such meeting. At each meeting, the officers shall make such presentations regarding the Company and its performance, operations and budgets as may be reasonably requested by the Managing Member, and each of the attendees (whether in person or by telephone) at such meeting shall have the right to submit proposals and suggestions regarding the Company, and the attendees at the meeting shall discuss and consider such proposals and suggestions.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Restrictive Covenants.

(a)Each Member agrees that during the term of such Member’s employment with the Company or any of its Affiliates and for the period following the date of such Member’s Termination of Employment as set forth on Exhibit F attached hereto with respect to such Member (the “Restricted Period”), the Member will not engage in any Prohibited Solicitation Activity. In addition, each Member agrees that during the term of such Member’s employment with the Company or any of its Affiliates, such Member will not engage in any activity, if as a result of engaging in such activity, such Member or any of his or her Affiliates would be engaged in a Prohibited Investment Management Services.

(b)At all times during a Member’s employment with the Company or any of its Affiliates and during the Restricted Period thereafter, each Member agrees to advise the

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Managing Member of the identity of any prospective employer (or other service recipient) of such Member within fifteen (15) days of accepting any employment (or agreeing to perform services). The Company may serve notice upon each such employer or service provider that such Member is bound by this Agreement and/or the Purchase and Sale Agreement, and furnish each such employer or service provider with a copy of the relevant provisions of this Agreement and/or the Purchase and Sale Agreement.

(c)Each Member acknowledges that such Member currently has and will have knowledge of confidential information with respect to the Company and its Affiliates, including certain trade secrets of the Company and its Affiliates and information concerning their respective employees, businesses and clients, including, without limitation, information regarding specific client mandates, instructions and guidelines and specific client fee arrangements. Each Member shall hold in a fiduciary capacity for the benefit of the Company and its Affiliates all secret or confidential information, knowledge or data relating to the Company and its Affiliates, and their respective businesses (including, without limitation, any information regarding specific client mandates, instructions and guidelines, specific client feearrangements, trade secrets, research, secret data, business methods, operating procedures or programs), which shall have been obtained by or become known to such Member during the Employee’s employment by the Company or any of its Affiliates during the term of such Member’s membership in the Company and which shall not be or become public knowledge (other than by acts by the Member in violation of this Agreement) (collectively, the “Trade Secrets and Confidential Information”). During and after termination of any Member’s employment with the Company or any of its Affiliates, such Member shall not, without the prior written consent of the Company, as may be necessary for the Member to perform the Member’s duties to the Company and its Affiliates, or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of use or disclosure purportedly so required), use, copy, transmit, communicate, divulge, disclose, or publish, or knowingly or negligently permit others to use, copy, transmit, communicate, divulge, disclose, or publish, any Trade Secrets and Confidential Information to anyone other than the Company and its Affiliates. For the purposes of this Section 8.1(c), specific information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. All records, files, memoranda, reports, customer lists, documents and the like that constitute Trade Secrets and Confidential Information that the Member uses, prepares or comes into contact with during the course of his or her employment with the Company or any of its Affiliates or status as a Member shall remain the sole property of the Company and/or one or more of its Affiliates, as applicable, and shall be turned over to the Company or its applicable Affiliate upon termination of the Member’s employment. Each Member hereby expressly consents to the use during such Member’s employment with the Company or any of its Affiliates of his name and/or likeness by the Company and its Affiliates in trade publications and other media for commercial purposes, provided that such use is reasonably related to the services provided by the Member.

(d)Each Member acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and value of the Company and to prevent the Member from interfering with the business of the Company and its Affiliates as a result of or following Termination of Employment and, if applicable, sale of the Member’s Interests; (ii) the

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Member’s investment in the Company is not a condition to continued employment with the Company and is a voluntary investment on the part the Member, (iii) because of the nature of the business in which the Company and its Subsidiaries are engaged and because of the nature of the client information and confidential information to which the Member has access, it would be impractical and excessively difficult to determine the actual damages to the Company and its Subsidiaries and, therefore, the Company, in the event the Member breached any of the covenants of this Section 8.1; and (iv) remedies at law (such as monetary damages) for any breach of the Member’s obligations under this Section 8.1 would be inadequate. Each Member hereby acknowledges and agrees that his or her agreement to and compliance with the restrictions contained herein are not burdensome to the Member in light of the opportunities that remain open to the Member despite these restrictions. Moreover, each Member acknowledges that he or she has means available for the pursuit of a livelihood that would not result in a violation of this Section 8.1. Each Member therefore agrees and consents that if the Member commits any breach or threatens to commit a breach of a covenant under this Section 8.1 (in such capacity, a “Breaching Member”), other than an inadvertent immaterial breach, such breach shall constitute an Event of Forfeiture and a breach of this Agreement, and all rights with respect to the Interests held by such Member, whether vested or unvested, shall be forfeited. In addition to (and not in lieu of) any other right or remedy that may be available to the Company under this Agreement or otherwise, each Member agrees that the Company will be entitled to the following remedies:

(1)Money damages from the Breaching Member, including, without limitation, the obligation to pay over to the Company all compensation received in connection with such activities, and the Company shall have the right to set off any damages incurred by it against any amounts owed to the Member by the Company; and

(2)Injunctive, declaratory or other non-monetary equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Section 8.1.

(e)In the event that any provision of this Section 8.1 are finally determined by a court of competent jurisdiction to be unenforceable, each Member and the Company hereby agree that such court shall have jurisdiction to reform this Section 8.1 or any other provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 8.1 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company to enforce any such covenant in any other jurisdiction.

(f)A Member’s obligations, and any and all rights of the Company, under this Section 8.1 shall terminate at the end of the Restricted Period, provided that, notwithstanding the foregoing, a Member’s obligations under the Purchase and Sale Agreement, if any, shall be enforceable in accordance with the terms thereof.

Section 8.2Indemnification. The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless any Member, Managing Member, officer or

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employee (including the members of the Executive Committee) of the Company from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a Member, Managing Member, officer or employee of the Company.

Section 8.3Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, the debts, obligation and liabilities of the Company, whether arising in tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be personally liable for any debt, obligation or liability of the Company solely by reason of being a Member of the Company.

Section 8.4Notices. All notices, requests, elections, consents or demands permitted or required to be made under this Agreement (“Notices”) shall be in writing, signed by the Person or Persons giving such Notice and shall be delivered personally or by confirmed facsimile, or by commercial courier to the other Members, at their addresses set forth on Exhibit B, or at such other addresses as may be supplied by written notice given in conformity with the terms of this Section 8.4. All Notices to the Company shall be made to the Managing Member at the address set forth on Exhibit B, with a copy (which shall not constitute notice) to the President of the Company at the principal offices of the Company. The date of any such personal or facsimile delivery or the date of delivery by an overnight courier shall be the date of such notice.

Section 8.5Consents. Any action that may be taken by the Members at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by or on behalf of the Member or Members holding sufficient Interests to authorize or approve such action at such meeting.

Section 8.6Amendments. Except as otherwise provided in this Agreement, the Managing Member may amend this Agreement without consent of any other Member; provided that (x) no amendment to this Agreement may require any Member to make capital contributions to the Company or otherwise make such Member liable for the debts and obligations of the Company without such Member’s written consent and (y) any amendment of the terms of this Agreement that would directly and adversely affect the rights or obligations associated with the Class or Classes of Interests held by any Member or group of Members shall, unless otherwise provided in this Agreement, require the written consent of the Members holding a majority of each Class or Classes of Interests so affected.

Section 8.7 No Partition. No Member nor any successor-in-interest to any Member, shall have the right while this Agreement remains in effect to have the property of the Company partitioned, or to file a complaint or institute any proceeding at law or in equity to have the property of the Company partitioned, and each Member, on behalf of himself, his successors, representatives, heirs and assigns, hereby waives any such right. It is the intent of the Members that during the term of this Agreement, the rights of the Members and their successors-in-interest, as among themselves, shall be governed by the terms of this Agreement, and that the right of any Member or successors-in-interest to Transfer or otherwise dispose of his interest in the Company shall be subject to the limitations and restrictions of this Agreement.

Section 8.8 Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware.

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Section 8.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same Agreement.

Section 8.10 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. The parties hereto shall negotiate to replace such invalid provision with another provision with similar economic effect.

Section 8.11Entire Agreement. This Agreement and the schedules and exhibits hereto supersede the prior understandings and agreements among the parties with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, in the event of any conflict between this Agreement and an employment agreement between a Member and the Company, the terms of such employment agreement shall control with respect to such Member.

Section 8.12Successors and Assigns; No Third Party Beneficiaries. Subject to the restrictions on Transfer set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the Members, their respective successors, successors-in-title, heirs and assigns, and each and every successors-in-interest to any Member, whether such successor acquires such interest by way of gift, purchase, foreclosure or by any other method, and each shall hold such interest subject to all of the terms and provisions of this Agreement. No provision of this Agreement is intended or shall be construed to confer upon any entity or Person other than the Members and, subject to the restrictions on Transfer set forth herein, their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof; provided that with respect to each Call Right exercised pursuant to Section 5.3 and provided that the Non-Managing Members deliver the Call Interests with respect to such Call Right in accordance with all of the requirements set forth in Section 5.3 and satisfy any obligations required under the limited liability company agreement of Management LLC, after 3 business days of such delivery of such Call Interests, the members of the Management LLC shall have the right to enforce Section 5.3 with respect to the payment for such Call Interests but only to the extent such right is not being enforced by the Non-Managing Members.

Section 8.13Creditor. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of (i) any Member or (ii) the Company, other than a Member who is also a creditor of the Company.

Section 8.14Interpretation. All terms herein using the singular shall include the plural; all terms using the plural shall include the singular; in each case, the term shall be as appropriate to the context of each sentence. All references to herein, hereof, hereto or similar terms refer to this Agreement and the Exhibits hereto. All references to “Section,” “Article,” “Exhibit” or similar terms refer to the Sections, Articles, Exhibits hereto. Titles or captions of Articles or Sections contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. Any fee paid by Nuveen to NWQ pursuant to that certain letter, dated as of the date hereof, from Nuveen to 2049 Managers, LLC regarding pre-bonus operating income associated with Nuveen Global Advisors, LLC shall be excluded from all provisions of

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this Agreement relating to earnings and income of the Company (including the definition of Adjusted EBITA, Section 4.4 and Section 4.5) other than the definition of Pre-Bonus Operating Income as used in and for purposes of the treatment of Class 4 Interests under Articles III and V of this Agreement.

Section 8.15 Arbitration of Disputes.

(a)Any dispute arising out of or relating to this Agreement, a Purchase and Sale Agreement or the negotiation, breach, termination, performance or validity thereof shall be submitted to binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). If J.A.M.S./Endispute is unable or unwilling to arbitrate the matter, the matter shall be settled by arbitration conducted in accordance with the Center for Public Resources Rules for Non-administered Arbitration of Business Disputes before a neutral advisor selected by the Center for Public Resources from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California.

(b)In connection with any arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party thereto and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than seven (7) business days before the date of the arbitration, the identity of all Persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within forty-five (45) days of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement or a Purchase and Sale Agreement, and each party hereby irrevocably waives any claim to such damages.

(c)The parties covenant and agree that they will participate in any such arbitration in good faith.

(d)Each of the parties hereto (A) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (B) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or a Purchase and Sale Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and hereby

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waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address set forth opposite such party’s name on the Interest Schedule. Each of the parties hereto agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

Section 8.16 Tax Treatment and Elections. The Company shall be treated as a partnership for income tax purposes, the Members shall be treated as partners for federal income tax purposes and each of the Members agrees to report consistently with such treatment. The Managing Member shall make all elections necessary to give effect to such treatment. The Managing Member shall be the “tax matter partner” of the Company within the meaning of § 6231(a)(7) of the Code and shall have the power to cause the Company to make all elections required or permitted to be made for income tax purposes. Without limiting the generality of the foregoing, the Managing Member shall make and maintain an election under § 754 of the Code on behalf of the Company, and the Members other than the Managing Member shall provide such information and sign such documents as the Managing Member may request to enable the Managing Member to make and maintain such election on behalf of the Company.

Section 8.17 Liquidation Valuation Safe Harbor. (i) The Company is authorized and directed to elect the liquidation valuation safe harbor provided by proposed Treasury Regulations Section 1.83-3(I) (and any successor provision) and IRS Notice 2005-43 and (ii) the Company and each of its Members (including any person to whom an interest in the Company is transferred in connection with the performance of services) agree to comply with all requirements of such safe harbor with respect to all interests in the Company transferred in connection with the performance of services while such election remains effective.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have made this Agreement effective as of the date and year first above-written.

NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
	Name:	Alan G. Berkshire
	Title:	Sr. Vice President
2049 MANAGERS, LLC
By:	/s/ Michael C. Mendez
	Name:	Michael C. Mendez
	Title:
Additional Member Signatures Attached

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EX-3.22

Exhibit 3.22

FORM BCA-47	ARTICLES OF INCORPORATION
		(Do not write in this space)
Filing Requirements – Present 2 originally signed and		Date Paid	4-2-84
fully executed copies in exact duplicate		Initial License Fee	$	.50
		Franchise Tax	$	25.00
For Inserts – Use White Paper – Size 81/2 x 11		Filing Fee	$	75.00
		Clerk	100.50

TO: JIM EDGAR, Secretary of State

I/We, the incorporator(s), being one or more natural persons of the age of twenty-one years or more or a corporation for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE	The name of the corporation is:			RICHARDS & TIERNEY, INC.
ARTICLE TWO	The name and address of the initial registered agent and registered office are:
	Registered Agent	Thomas M. Richards
		First Name					Middle Name		Last Name
	Registered Office	585 Hawthorne Avenue
		Number					Street		(Do not use P.O. Box)   Suite #
		Glen Ellyn					60137		Cook
		City					Zip Code		County
ARTICLE THREE	The duration of the corporation is XX perpetual OR                      years.
ARTICLE FOUR	The purposes for which the corporation is organized are:
To engage in any lawful act or activity for which corporations may be organized under the Illinois Business Corporation Act.
ARTICLE FIVE	Paragraph 1:   The number of shares which the corporation shall be authorized to issue, itemized by class, series and par value, if any, is
	Class		Series		*Par Value per share			Number of shares authorized
	Common				$	.10		200,000
	Paragraph 2:   The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
	Pre-emptive rights are granted the shareholders.
ARTICLE SIX	The number of shares which the corporation proposes to issue without further report to the Secretary of State, itemized by class, series, and par value, if any, and the consideration to be received by the corporation therefor (expressed in dollars) are:

Class	Series	*Par Value per share		Number of shares to be issued	Total consideration to be received therefor
Common		$	.10	1,000	$	1,000.00
					$
					$
					$
				Total	$	1,000.00

*(Use NPV if no Par Value)

ARTICLE SEVEN		The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT		The number of directors to be elected at the first meeting of the shareholders is Two.
ARTICLE NINE		(Complete EITHER A or B)
x		A.    All the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or the incorporator(s) elect to pay the initial franchise tax on the basis of the entire consideration to be received for the issuance of shares.
o		B.    Paragraph 1:   It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be                                                                         $
		Paragraph 2:   It is estimated that the value of the property to be located within the State of Illinois during the following year will be:                                                                                  $
		Paragraph 3:   It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be                                                                $
		Paragraph 4:   It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be:               $
I/WE the incorporator(s) declare that I/we have examined the foregoing Articles of incorporation and that the statements contained therein are, to the best of my/our knowledge and belief, true, correct and complete. Executed this 2nd day of April, 1984.
(Signatures must be in ink. Carbon copy, xerox or rubber stamp signatures are not acceptable.)
NOTE: If a corporation acts as incorporator the name of the corporation and the state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary.
Signature and Names			Post Office Address
1.	/s/ Gilbert L. Bratten		1.	100 W. Cook Street
	Signature			Street
	Gilbert L. Bratten			Springfield,	IL	62704
	Name (please print)			City/Town	State	Zip
2.			2.
	Signature			Street
	Name (please print)			City/Town	State	Zip
3.			3.
	Signature			Street
	Name (please print)			City/Town	State	Zip

EX-3.23

Exhibit 3.23

FORM BCA 10.30 (rev. Dec. 2003)

ARTICLES OF AMENDMENT

Business Corporation Act

Secretary of State

Department of Business Services

Springfield, IL 62756

217-782-1832

www.cyberdriveillinois.com

Remit payment in the form of a check or money order payable to Secretary of State.

                                       File # 5341-398-6  Filing Fee: $50    Approved: KK                      

                  Submit in duplicate                    Type or Print clearly in black ink                       Do not write above this line

1. Corporate Name (See Note 1 on page 4.): Richards & Tierney, Inc.

2. Manner of Adoption of Amendment:

The following amendment to the Articles of Incorporation was adopted on	October 14,	2008
in the manner indicated below:	Month & Day	Year

Mark an “X” in one box only.

oBy a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected. (See Note 2 on page 4.)

oBy a majority of the board of directors, in accordance with Section 10.10, the Corporation having issued no shares as of the time of adoption of this amendment. (See Note 2 on page 4.)

oBy a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment. (See Note 3 on page 4.)

oBy the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the Articles of Incorporation were voted in favor of the amendment (See Note 4 on page 4.)

oBy the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10. (See Notes 4 and 5 on page 4.)

xBy the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (See Note 5 on page 4.)

3. Text of Amendment:

a. When amendment effects a name change, insert the New Corporate Name below. Use page 2 for all other amendments.

Article I: Name of the Corporation:	Nuveen Investment Solutions, Inc.
	New Name

(All changes other than name include on page 2.)

Printed by authority of the State of Illinois. February 2008 - 5M - C 173.14

Page 1

Text of Amendment

b.             If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety.

For more space, attach additional sheets of this size.

Page 2

4.The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows (if not applicable, insert “No change”):

5.a. The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital is as follows (if not applicable, insert “No change”):

(Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

b. The amount of paid-in capital as changed by this amendment is as follows (if not applicable, insert “No change”):
(Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

(See Note 6 on page 4.)

	Before Amendment	After Amendment
Paid-in Capital:	$	$

Complete either Item 6 or Item 7 below. All signatures must be in BLACK INK.

6.The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	October 14	,	2008	Richards & Tierney, Inc.
	Month & Day		Year	Exact Name of Corporation
	/s/ Larry W. Martin
	Any Authorized Officer’s Signature
	Larry W. Martin, Vice President
	Name and Title (type or print)

7.If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, a majority of the directors, or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated		,
	Month & Day		Year

Page 3

EX-3.24

Exhibit 3.24

RICHARDS & TIERNEY, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1.       The registered office shall be located in Glen Ellyn, Illinois.

Section 2.       The corporation may also have offices at such other places both within and without the State of Illinois as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1.       All meetings of shareholders for the election of directors shall be held in Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors.

Section 2.       Annual meetings of shareholders, commencing with the year 1984, shall be held on the first Tuesday of December if not a legal holiday, and if a legal holiday, then on the next secular day following, at

M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.       Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1.       Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Illinois as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.       Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-fifth of all the shares entitled to vote at the meeting.

Section 3.       Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called,

shall be delivered not less than ten nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4.       The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OP STOCK

Section 1.       The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.       If a quorum is present, the affirmative vote of a majority of the shares of stock represented

at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3.       Bach outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

Section 4.       Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1.       The number of directors shall be two (2). Directors need not be residents of the State of Illinois

nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annualmeeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2.       Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. If authorized by the articles of incorporation of the corporation, a majority of directors may fill one or more vacancies in the board of directors arising between meetings of shareholders but at no time may the number of directors so selected during said interim period exceed 33 1/3 per cent of the total membership of the board. A director elected to fill a vacancy, or a newly created directorship, shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 3.       The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the

articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4.       The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Illinois, at such place or places as the directors may from time to time determine.

Section 5.       The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1.       Meetings of the board of directors, regular or special, may be held either within or without the State of Illinois.

Section 2.       The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3.       Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4.       Special meetings of the board of directors may be called by the president on one (1) day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5.       Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6.       A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may

adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.       Unless specifically prohibited by the articles of incorporation or these by-laws, any action required to be taken at a meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors or the executive committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1.       The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive

committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1.       Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.       Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1.       The officers of the corporation shall be chosen by the board of directors and shall be a presi-

dent, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2.       The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3.       The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4.       The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.       The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.       The president shall be the chief executive officer of the corporation, shall preside at all

meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.       He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8.       The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9.     The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book

to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10.     The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.   The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys

and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.     He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13.     If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14.     The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1.       The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2.     The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon

such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3.       The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4.     Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5.       For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed, the determination of shareholders entitled to notice of or to vote at a meeting, or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any

meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

Section 6.       The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Illinois.

LIST OF SHAREHOLDERS

Section 7.       The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept

open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1.       Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 2.       Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation,

and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3.     All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4.     The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5.     The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Illinois”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1.     These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

EX-3.25

Exhibit 3.25

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RITTENHOUSE FINANCIAL SERVICES, INC.

PURSUANT TO SECTIONS 242 & 245

The above corporation (the “Corporation”) organized and existing pursuant to the General Corporation Law of Delaware (Del. Code tit. 8, § 101 et seq.), does hereby amend and restate its Certificate of Incorporation and certifies as follows:

FIRST:             The nameof the Corporation is Rittenhouse Financial Services, Inc.

SECOND:        The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD:            The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:        The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares, par value $.01 per share, all of which are of one class and are designated as Common Stock.

FIFTH:             In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorised to make, alter or repeal the By-Laws of the Corporation, except as specifically otherwise provided therein.

SIXTH:            A director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that Section (ILLEGIBLE).(b) (7) (or any successor provision) of the Delaware General Corporation Law, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited.

SEVENTH:      Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this

1

Corporation underthe provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

EIGHTH:          The term of existence of the Corporation shall be perpetual.

NINTH:            Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

This document shall be effective on December 31, 1992 at 11:59 p.m., Eastern time.

IN WITNESS WHEREOF, Rittenhouse Financial Services, Inc. has caused this Certificate to be signed by George W. Connell, its President and attested by W. Bruce McConnel, III, its Secretary, this 22nd day of December, 1992.

		RITTENHOUSE FINANCIAL SERVICES, INC.
		By:	/s/ George W. Connell
			George W. Connell,
			President
ATTEST:
By:	/s/ W. Bruce McConnel, III
	W. Bruce McConnel, III
	Secretary

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EX-3.26

Exhibit 3.26

CERTIFICATE OF AMENDMENT

of

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

of

RITTENHOUSE FINANCIAL SERVICES, INC.

Rittenhouse Financial Services, Inc., a corporation organized and existing under and by virtus of the General Corporation Law of the State of Delaware, DOES HEREBYCERTIFY:

FIRST:    That by the unanimous written consent of the members of the Board of Directors of Rittenhouse Financial Services, Inc., resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing paragraph Fourth so that, as amended, said paragraph shall be read as follows:

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is forty million (40,000,000) shares, par value $.01 per share, of which twenty-eight million (28,000,000) shares shall be designated as Class A Common Stock, par value $.01 per share (“Class A Stock”), and twelve million (12,000,000) shares shall be designated as Class B Common Stock, par value $.01 per share (“Class B Stock”,and together with the Class A Stock, the “Common Stock”). Subject to provisions of law, the holders of the Class A Stock and Class B Stock shall be entitled to receive dividends at such times and in such amounts as may be determined by the Board of Directors separately with respect to each class of Common Stock, and the holders of a class of Common Stock shall not be entitled to share in any dividends declared by the Board of Directors to be payable solely with respect to the other class of Common Stock. The relative rights, privileges and limitations of the Class A Stock and Class B Stock shall be in all respects identical, share for share, except as otherwise provided

herein and except that holders of the Class B Stock shall not be entitled to vote on any matters (except as otherwise required by Delaware law). In the event of any dividend or distribution payable in Common Stock of the Corporation, including distributions pursuant to stock splits or divisions of stock, only shares of Class A Stock shall be distributed with respect to Class A Stock and only shares of Class B Stock shall be distributed with respect to Class B Stock, in each case on an equal share-for-share basis as to all outstanding shares of each class of such Common Stock.

SECOND:       That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:          That the amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

FOURTH:      That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Rittenhouse Financial Services, Inc. has caused this certificate to be signed by its President this 4th day of September, 1997.

By:	/s/ John P. Amboian
	Executive Vice
	President
	John P. Amboian

EX-3.27

Exhibit 3.27

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RITTENHOUSE FINANCIAL SERVICES, INC.

Rittenhouse Financial Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Rittenhouse Financial Services, Inc. held on January 4, 1999, resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing paragraph Fourth so that, as amended, said paragraph shall read as follows:

FOURTH: (a) The total number of shares of stock which the Corporation shall have authority to issue is four million (4,000,000) shares, par value $.01 per share, of which two million eight hundred thousand (2,800,000) shares shall be designated as Class A Common Stock, par value $.01 per share (“Class A Stock”), and one million two hundred thousand (1,200,000) shares shall be designated as Class B Common Stock, par value $.01 per share (“Class B Stock,” and together with the Class A Stock, the “Common Stock”). Subject to provisions of law, the holders of the Class A Stock and Class B Stock shall be entitled to receive dividends at such times and in such amounts as may be determined by the Board of Directors separately with respect to each Class of Common Stock, shall not be entitled to share in any dividends declared by the Board of Directors to be payable solely with respect to the other Class of Common Stock. The relative rights, privileges and limitations of the Class A Stock and Class B Stock, and the holders of a class of Common Stock shall be in all respects identical, share for share, except as otherwise provided herein and except that holders of the Class B Stock shall not be entitled to vote on any matters (except as otherwise required by Delaware law). In the event of any dividend or distribution payable in Common Stock of the Corporation, including distributions pursuant to stock splits or divisions of stock, only shares of Class A Stock shall be distributed with respect to Class A Stock and only shares of Class B Stock shall be distributed with respect to Class B Stock, in each case on an equal share-for-share basis as to all outstanding shares of each class of such Common Stock.

(b) Each share of Class A Common Stock,par value $.01 per share, of the Corporation issued and outstanding on the date on which this Certificate of Amendment is filed by the Secretary of State of the State of Delaware shall be changed into and reclassified as 0.10 share of Class A Common Stock, par value $.01 per share of the Corporation.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Rittenhouse Financial Services, Inc. has caused this certificate to be signed by its Executive Vice President this 4th day of January 1999.

By:	/s/ John P. Amboian
	John P. Amboian
	Executive Vice President

EX-3.28

Exhibit 3.28

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RITTENHOUSE FINANCIAL SERVICES, INC.

Rittenhouse Financial Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Rittenhouse Financial Services, Inc. held on March 3, 2000, resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing paragraph Fourth so that, as amended, said paragraph shall read as follows:

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is four million (4,000,000) shares, par value $.01 per share, of which two million eight hundred thousand (2,800,000) shares shall be designated as Class A Common Stock, par value $.01 per share (“Class A Stock”), and one million two hundred thousand (1,200,000) shares shall be designated as Class B Common Stock, par value $.01 per share (“Class B Stock,” and together with the Class A Stock, the “Common Stock”). Subject to provisions of law, the holders of the Class A Stock and Class B Stock shall be entitled to receive dividends at such times and in such amounts as may be determined by the Board of Directors separately with respect to each Class of Common Stock, and shall not be entitled to share in any dividends declared by the Board of Directors to be payable solely with respect to the other Class of Common Stock. The relative rights, privileges and limitations of the Class A Stock and Class B Stock, and the holders of a class of Common Stock shall be in all respects identical, share for share, except (i) as otherwise provided herein. (ii) that holders of the Class B Stock shall not be entitled to vote on any matters (except as otherwise required by Delaware law), and (iii) that the holders of the Class B Stock shall have no right to participate in the earnings and profits of the Corporation unless and until a specific dividend with respect to such Class B Stock has been declared, provided that this clause (iii) shall not affect the rights of the holders of Class B Stock to share equally with the holders of Class A Stock on a share for share basis in any distribution made upon the liquidation or dissolution of the Corporation. In the event of any dividend or distribution payable in Common Stock of the Corporation, including distributions pursuant to stock splits or divisions of stock, only shares of Class A Stock shall be distributed with respect to Class A Stock and only shares of Class

B Stock shall be distributed with respect to Class B Stock, in each case on an equal share-for-share basis as to all outstanding shares of each class of such Common Stock.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Rittenhouse Financial Services, Inc. has caused this certificate to be signed by its Senior Vice President this l0th day of March 2000.

By:	/s/ Alan G. Berkshire
	Alan G. Berkshire
	Senior Vice President

EX-3.29

Exhibit 3.29

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

RITTENHOUSE FINANCIAL SERVICES, INC.

RITTENHOUSE FINANCIAL SERVICES, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the shareholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article FIRST of the Certificate of Incorporation of Rittenhouse Financial Services, Inc. (the “Corporation”) be amended to read in its entirety as follows:

“FIRST.  The name of the Corporation is Rittenhouse Asset Management, Inc.”

SECOND:  That in lieu of a meeting and vote of shareholders, the shareholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer this 15th day of October 2002.

		RITTENHOUSE FINANCIAL SERVICES, INC.
		By:	/s/ Alan G. Berkshire
		Name:	Alan G. Berkshire
		Title:	Senior Vice President & Secretary
Attest:
By:	/s/ Larry W. Martin
Name:	Larry W. Martin
Title:	Assistant Secretary

EX-3.30

Exhibit 3.30

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

RITTENHOUSE ASSET MANAGEMENT, INC.

RITTENHOUSE ASSET MANAGEMENT, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the sole stockholder of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article FOURTH of the Certificate of Incorporation of Rittenhouse Asset Management, Inc. (the “Corporation”) be amended to read in its entirety as follows:

“FOURTH. The total number of shares of stock which the Corporation shall have the authority to issue is one thousand (1,000) shares of common stock, having a par value of one cent ($0.01) per share.”

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer this 4th day of May 2005.

		RITTENHOUSE ASSET MANAGEMENT, INC.
		By:	/s/ Alan G. Berkshire
			Alan G. Berkshire, Senior Vice President
Attest:
By:	/s/ Larry W. Martin
	Larry W. Martin, Assistant Secretary

EX-3.31

Exhibit 3.31

AMENDED AND RESTATED BY-LAWS

of

RITTENHOUSE FINANCIAL SERVICES, INC.

(A Delaware Corporation)

ARTICLE 1

OFFICES

Section 1.01.          Registered Office and Agent.The registered office of the Corporation shall be The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 or such other address as the Board of Directors may by resolution determine from time to time. The registered agent of the Corporation shall be The Corporation Trust Company, or such other person as the Board of Directors may by resolution determine from time to time.

Section 1.02.          Other Offices.The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2
MEETINGS OF STOCKHOLDERS

Section 2.01.          Place of Meeting.  Meetings of the stockholders shall be held at such place, within the State of Delaware or elsewhere, as may be fixed from time to time by the Board of Directors. If no place is so fixed for a meeting, it shall be held at the Corporation’s then principal executive office.

Section 2.02.          Annual Meeting.  The annual meeting of stockholders shall be held, unless the Board of Directors shall fix some other hour or date therefor, at ten o’clock A.M. on the third Thursday in April in each year, if not a legal holiday under the laws of Delaware, and, if a legal holiday, then on the next succeeding secular day not a legal holiday under the laws of Delaware, at which the stockholders shall elect by plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 2.03.          Notice of Annual Meetings.Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote

at such meeting not less than 10 days nor more than 60 days before the date of the meeting.

Section 2.04.          List of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be so specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.05.          Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.06.          Notice of Special Meetings.  Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 days nor more than 60 days before the date of the meeting.

Section 2.07.          Quorum; Voting.  The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall

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be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. When a quorum is present at any meeting, except for elections of directors, which shall be decided by plurality vote, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no shares shall be voted pursuant to a proxy more than three years after the date of the proxy unless the proxy provides for a longer period.

Section 2.08.          Action Without a Meeting.  Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days after the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of stockholders to take action are delivered in the manner required by this Section to the Corporation.. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE 3
DIRECTORS

Section 3.01.          Number and Term of Office.  The number of directors of the Corporation shall be such number as shall be designated from time to time by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.02 hereof. Each director elected shall hold office for a term of one year and shall serve until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be stockholders.

Section 3.02.          Vacancies.Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10 percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.03.          Resignations.  Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if there is one, the President, or the Secretary. Such resignation shall take effect at the time of receipt thereof or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.04.          Management.The business of the Corporation shall be managed under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

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Section 3.05.          Place of Meetings.The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.06.          Annual Meeting.  Immediately after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers, and the transaction of other business, at the place where such election of directors was held or, if notice of such meeting is given, at the place specified in such notice. Notice of such meeting need not be given. In the absence of a quorum at said meeting, the same may be held at any other time and place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by the directors, if any, not attending and participating in the meeting.

Section 3.07.          Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 3.08.          Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, if there is one, or the President on 2 days’ notice to each director; either personally (including telephone), or in the manner specified in Section 4.01; special meetings shall be called by the Chairman of the Board, if there is one, or the President or the Secretary in like manner and on like notice on the written request of two directors.

Section 3.09.          Quorum; Voting.At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business; and at all meetings of any committee of the Board, a majority of the members of such committee shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting of the Board of Directors or any committee thereof at which there is a quorum present shall be the act of the Board of Directors or such committee, as the case may be, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors or committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.10.          Action Without a Meeting.Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a

5

meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11.          Participation in Meetings.  One or more directors may participate in any meeting of the Board or committee thereof by means of conference telephone or similar communications equipment by which all persons participating can hear each other.

Section 3.12.          Committees of Directors.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, shall have and may exercise all of the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution providing for the issuance of shares of stock adopted by the Board of Directors, fix any preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when requested.

Section 3.13.          Compensation of Directors.  Each director shall be entitled to receive such compensation, if any, as may from time to time be fixed by the Board of Directors. Members of special or standing committees may be allowed like

6

compensation for attending committee meetings. Directors may also be reimbursed by the Corporation for all reasonable expenses incurred in traveling to and from the place of each meeting of the Board or of any such committee or otherwise incurred in the performance of their duties as directors. No payment referred to herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 4
NOTICES

Section 4.01.          Notices.  Whenever, under the provisions of law or of the Certificate of Incorporation or of these By- Laws, notice is required to be given to any director or stockholder, such requirement shall not be construed to necessitate personal notice. Such notice may in every instance be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapped, or by dispatching a prepaid telegram, cable, telecopy or telex or by delivering a writing in a sealed wrapper prepaid to a courier service guaranteeing delivery within 2 business days, in each case addressed to such director or stockholder, at his address as it appears on the records of the Corporation in the case of a stockholder and at his business address (unless he shall have filed a written request with the Secretary that notices be directed to a different address) in the case of a director. Such notice shall be deemed to be given at the time it is so dispatched.

Section 4.02.          Waiver of Notice.  Whenever, under the provisions of law or of the Certificate of Incorporation or of these By-Laws, notice is required to be given, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent thereto. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE 5
OFFICERS

Section 5.01.          Number.  The officers of the Corporation shall be a President, a Secretary and a Treasurer, and may also include a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be elected by the Board of Directors. Any number of offices may be held by the same person.

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Section 5.02.          Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors. Officers shall hold office at the pleasure of the Board.

Section 5.03.          Removal.  Any officer may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 5.04.          Chairman of the Board.  The Chairman of the Board, if there is one, shall preside at all meetings of the Board of Directors and shall perform such other duties, if any, as may be specified by the Board from time to time.

Section 5.05.          President.  The President shall be the chief executive officer of the Corporation and shall have overall responsibility for the management of the business and operations of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. In the absence of the Chairman of the Board he shall preside over meetings of the Board of Directors. In general, he shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board.

Section 5.06.          Vice Presidents.  The Vice Presidents shall perform such duties and have such authority as may be specified in these By-Laws or by the Board of Directors or the President. In the absence or disability of the President, the Vice Presidents, in order of seniority established by the Board of Directors or the President, shall perform the duties and exercise the powers of the President.

Section 5.07.          Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument, and when so affixed it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

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Section 5.08.          Assistant Secretaries.  The Assistant Secretary or Secretaries shall, in the absence or disability of the Secretary, perform the duties and exercise the authority of the Secretary and shall perform such other duties and have such other authority as the Board of Directors or the President may from time to time prescribe.

Section 5.09.          Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President or the Chief Financial Officer, taking proper vouchers for such disbursements, and shall render to the Board of Directors when the Board so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 5.10.          Assistant Treasurers.  The Assistant Treasurer or Treasurers shall, in the absence or disability of the Treasurer, perform the duties and exercise the authority of the Treasurer and shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

ARTICLE 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 6.01           Indemnification.  Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving while a director or officer of the Corporation at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent permissible under Delaware law.

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Section 6.02           Advances.  Any person claiming indemnification within the scope of Section 6.01 shall be entitled to advances from the Corporation for payment of the expenses of defending actions against such person in the manner and to the fullest extent permissible under Delaware law.

Section 6.03           Procedure.  On the request of any person requesting indemnification under Section 6.01, the Board of Directors or a committee thereof shall determine whether such indemnification is permissible or such determination shall be made by independent legal counsel if the Board or committee so directs or if the Board or committee is not empowered by statute to make such determination.

Section 6.04           Other Rights.  The indemnification and advancement of expenses provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6.05           Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these By-laws.

Section 6.06           Modification.  The duties of the Corporation to indemnify and to advance expenses to a director or officer provided in this Article 6 shall be in the nature of a contract between the Corporation and each such director or officer, and no amendment or repeal of any provision of this Article 6 shall alter, to the detriment of such director or officer, the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

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ARTICLE 7
CERTIFICATES OF STOCK

Section 7.01           Stock Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate in the form prescribed by the Board of Directors signed on behalf of the Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares owned by him in the Corporation. Any or all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 7.02           Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 7.03           Transfers of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 7.04           Fixing Record Date.  The Board of Directors of the Corporation may fix a record date for the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or to receive payment of any dividend or other

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distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and such record date shall not be (i) in the case of such a meeting of stockholders, more than 60 nor less than 10 days before the date of the meeting of stockholders, or (ii) in the case of consents in writing without a meeting, more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) in other cases, more than 60 days prior to the payment or allotment or change, conversion or exchange or other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7.05           Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of stock to receive dividends and to vote as such owner, and shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or other claim to, or interest in, such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 8
AMENDMENTS

Section 8.01.          Amendments.  These By-Laws may be altered, amended or repealed, and new By-Laws may be adopted, by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting.

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EX-3.32

Exhibit 3.32

CERTIFICATE OF FORMATION

OF

SANTA BARBARA ASSET MANAGEMENT, LLC

This Certificate of Formation of SANTA BARBARA ASSET MANAGEMENT, LLC (the “Company”), has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, etseq.).

1.Name. The name of the limited liability company formed hereby is:

Santa Barbara Asset Management, LLC

2.             Registered Office. The address of the registered office of the Company in the State of Delaware is:

c/o National Corporate Research, Ltd.

615 South DuPont Highway

Kent County

Dover, Delaware 19901

3.             Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is:

National Corporate Research, Ltd.

615 South DuPont Highway

Dover, Delaware, 19901

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 19th day of July, 2005.

/s/ Michael E. Pfau

Name: Michael E. Pfau

An Authorized Person

EX-3.33

Exhibit 3.33

SANTA BARBARA ASSET MANAGEMENT, LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT
October 3, 2005

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Definitions	1
ARTICLE II
ORGANIZATION AND GENERAL PROVISIONS
Section 2.1	Name of the Company	6
Section 2.2	Purpose	6
Section 2.3	Registered Office; Registered Agent	6
Section 2.4	Principal Office	7
Section 2.5	Term	7
Section 2.6	Members	7
Section 2.7	Title to Property	7
Section 2.8	Fiscal Year	7
ARTICLE III
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS; DISTRIBUTIONS
Section 3.1	Classes of Membership Interests; Capital Contributions	7
Section 3.2	Capital Accounts	7
Section 3.3	Allocation of Net Profit and Net Loss	8
Section 3.4	Distributions	9
Section 3.5	Class 1 Residual Return	12
ARTICLE IV
MANAGEMENT OF THE COMPANY
Section 4.1	Management in General	15
Section 4.2	Management Expenses	16
Section 4.3	Executive Committee and Officers	16
Section 4.4	Bonus Pool	17
ARTICLE V
TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL		17
Section 5.1	Transferability of Interests	17
Section 5.2	Admission of Additional Members	18

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Section 5.3	Call Right	18
ARTICLE VI
DISSOLUTION AND TERMINATION
Section 6.1	Dissolution	19
Section 6.2	Liquidation	19
Section 6.3	Termination	19
Section 6.4	Claims of the Members	19
ARTICLE VII
RECORDS AND REPORTS
Section 7.1	Books and Records	19
Section 7.2	Accounting	20
Section 7.3	Financial and Compliance Reports	20
Section 7.4	Meetings	20
ARTICLE VIII
MISCELLANEOUS
Section 8.1	Certain Commitments	21
Section 8.2	Indemnification	21
Section 8.3	Limited Liability	21
Section 8.4	Notices	22
Section 8.4	Consents	22
Section 8.6	Amendments	22
Section 8.7	No Partition	22
Section 8.8	Governing Law	22
Section 8.9	Counterparts	22
Section 8.10	Severability	22
Section 8.11	Entire Agreement	23
Section 8.12	Successors and Assigns; No Third Party Beneficiaries	23
Section 8.13	Creditor	23
Section 8.14	Interpretation	23
Section 8.15	Arbitration of Disputes	23
Section 8.16	Tax Treatment and Elections	24
Section 8.17	Liquidation Valuation Safe Harbor	24

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SANTA BARBARA ASSET MANAGEMENT, LLC

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Santa Barbara Asset Management, LLC (the “Company”), dated as of October 3, 2005, by and among Nuveen Investments, Inc., a Delaware corporation (“Nuveen”), 200 East Carrillo Partners, LLC a Delaware limited liability company (“Management LLC”), and the persons who may from time to time become members of the Company in accordance with the provisions hereof (each, a Member, and collectively, the “Members”).

WHEREAS, a limited liability company has been formed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) and a Limited Liability Company Agreement (the “Initial Agreement”) entered into as of July 29, 2005 with respect to the Company, which Initial Agreement was amended and restated (as amended and restated, the “Prior Agreement”) in its entirety by and among the Company and certain former members of the Company in connection with the Contribution (as defined in the Purchase and Sale Agreement (the “Purchase Agreement”) by and among Nuveen, the Company and Santa Barbara Asset Management, Inc., a California corporation (“Old SBAM”));

WHEREAS, Nuveen is acquiring the Class 1 Interests (as hereinafter defined) from Old SBAM pursuant to the Purchase Agreement, and each of the Company employees has contributed each of the Class 2A, 2B, 5 and 6 Interests (as hereinafter defined) owned by them to Management LLC, and as a result of the foregoing Nuveen and Management LLC have become Members (as hereinafter defined) and Old SBAM and the other parties to the Prior Agreement (other than the Company) have ceased to be Members;

WHEREAS, in connection with the foregoing, the Members wish to set out fully their respective rights, powers, obligations and duties regarding the Company and its affairs, assets, liabilities and the conduct of its management, business and operations.

NOW, THEREFORE, the parties agree as set forth below.

ARTICLE I

DEFINITIONS

Section 1.1Definitions. As used in this Agreement, the following terms shall have the respective meanings specified as referred to in this Article I:

(a)“Act” has the meaning set forth in the recitals hereto.

(b)“Affiliate” shall mean any individual, partnership, corporation, entity or other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified.

(c)“Agreement” has the meaning set forth in the preamble hereto.

(d)“Bonus Pool” has the meaning set forth in Section 4.4.

(e)“Call Interests” shall mean, with respect to the exercise of a given Call Right, the Interests the Managing Member has elected to purchase pursuant to such Call Right.

(f)“Call Right” has the meaning set forth in Section 5.3(a).

(g)“Class 1 Amount” shall mean $4,550,000.

(h)“Class 1 Interests” has the meaning set forth in Section 3.1.

(i)“Class 1 Member” shall mean a Member holding a Class 1 Interest.

(j)“Class 1 Residual Return” has the meaning set forth in Section 3.5(a).

(k)“Class 2A Amount” shall mean the product of (A) Pre-Bonus Operating Income for the applicable Fiscal Year minus the quotient obtained by dividing (i) $4,550,000 by (ii) one minus the Variable Participation Percentage and (B) 27.78%; provided that if this amount as calculated is less than zero, then the Class 2A Amount shall be equal to zero.

(l)“Class 2A Cap” shall mean $833,333.33.

(m)“Class 2A Interests” has the meaning set forth in Section 3.1.

(n)“Class 2A Member” shall mean a Member holding a Class 2A Interest.

(o)“Class 2A Preferred Return” has the meaning set forth in Section 3.4(b).

(p)“Class 2B Amount” shall mean the product of (A) Pre-Bonus Operating Income for the applicable Fiscal Year minus the quotient obtained by dividing (i) $6,800,000 by (ii) one minus the Variable Participation Percentage and (B) 56.95%; provided that if this amount as calculated is less than zero, then the Class 2B Amount shall be equal to zero.

(q)“Class 2B Cap” shall mean $1,666,666.67.

(r)“Class 2B Interests” has the meaning set forth in Section 3.1.

(s)“Class 2B Member” shall mean a Member holding a Class 2B Interest.

(t)“Class 5 Amount” shall mean the product of (A) Pre-Bonus Operating Income for the applicable Fiscal Year minus the quotient obtained by dividing (i) $9,000,000 by (ii) one minus the Variable Participation Percentage and (B) 25.00%; provided that if this amount as calculated is less than zero, then the Class 5 Amount shall be equal to zero.

(u)“Class 5 Cap” shall mean an amount equal to the Residual Profits Amount for Fiscal Year 2009 less the Class 6 Preferred Return for Fiscal Year 2009.

(v)“Class 5 Interests” has the meaning set forth in Section 3.1.

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(w)“Class 5 Member” shall mean a Member holding a Class 2B Interest.

(x)“Class 5 Preferred Return” has the meaning set forth in Section 3.4(c).

(y)“Class 6 Interest” has the meaning set forth in Section 3.1.

(z)“Class 6 Member” shall mean a Member holding a Class 6 Interest.

(aa)“Class 6 Preferred Return” has the meaning set forth in Section 3.4(d).

(bb)“Closing Date” shall mean, with respect to a Call Right, the date specified for the closing of the purchase and sale of Call Interests pursuant to the notice required by Section 5.3(a).

(cc) “Code” has the meaning set forth in Section 3.2.

(dd) “Company” has the meaning set forth in the preamble hereto.

(ee) “Contribution” has the meaning set forth in the recitals hereto.

(ff)“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Gross Asset Value of the asset is positive, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

(gg) “Executive Committee” has the meaning set forth in Section 4.3.

(hh)“Fair Market Multiple” shall mean twelve (12); provided that if in the good faith judgment of the Managing Member and the Non-Managing Members it is clear that such multiple is not within the range of multiples that would result at the time of such determination in fair market value being paid in respect of any Interests called pursuant to a Call Right, taking into account such factors as, without limitation, then-existing market conditions, the Company’s business risk profile and such other factors as may be relevant to such determination, then the Managing Member and the Non-Managing Members shall in good faith agree at such time on an appropriate process for determining a Fair Market Multiple within such range.

(ii)“Fair Market Value” has the meaning set forth in Section 5.3(c).

(jj)“Fiscal Year” shall have the meaning set forth in Section 2.8.

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(kk) “Gross Asset Value” means, with respect to any Company asset, the adjusted basis of such asset for Federal income tax purposes, except as follows:

(1)The initial Gross Asset Value of any Company asset (other than cash) contributed by a Member to the Company shall be the gross fair market value of such Company asset as of the date of such contribution, as determined in good faith by the Managing Member;

(2)The Gross Asset Value of each Company asset shall be adjusted to equal its respective gross Fair Market Value, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets (other than cash) as consideration for all or part of its Interest unless the Managing Member determines that such adjustment is not necessary to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(3)The Gross Asset Value of a Company asset distributed to any Member shall be the gross fair market value of such Company asset as of the date of distribution thereof, as determined in good faith by the Managing Member, and

(4)If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subparagraphs (1) or (2) above, such Gross Asset Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such Company asset for purposes of computing Net Profits and Net Losses.

(ll)“Initial Agreement” has the meaning set forth in the recitals hereto.

(mm) “Interest” has the meaning set forth in Section 2.7.

(nn) “Management LLC” has the meaning set forth in the preamble hereto.

(oo)“Managing Member” has the meaning set forth in Section 4.1(a).

(pp) “Member” has the meaning set forth in the preamble hereto.

(qq)“Net Profit” or “Net Loss” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (including for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1)), with the following adjustments:

(l)Any income of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be added to such taxable income or loss;

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(2)Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) (other than expenses in respect of which an election is properly made under Section 709 of the Code), and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss;

(3)In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (2) or (3) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain (if the adjustment increases the Gross Asset Value of an asset) or loss (if the adjustment decreases the Gross Asset Value of an asset) from the disposition of such Company asset for purposes of computing Net Profit or Net Loss;

(4)Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the Company asset disposed of, notwithstanding that the adjusted tax basis of such Company asset may differ from its Gross Asset Value;

(5)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; and

(6)Any items separately allocated under Section 3.3(e) will be disregarded.

(rr) “Non-Managing Members” shall mean Management LLC and any other Person who may from time to time become a Member as a Non-Managing Member pursuant to Section 5.1.

(ss)“Notices” has the meaning set forth in Section 8.4.

(tt)“Nuveen” has the meaning set forth in the preamble hereto.

(uu) “Old SBAM” has the meaning set forth in the recitals hereto.

(vv)“Operating Income” for a given Fiscal Year shall mean the Pre-Bonus Operating Income for such Fiscal Year less the Bonus Pool for such Fiscal Year.

(ww)“Person” shall mean any individual, partnership (limited or general), corporation, limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

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(xx)“Post-Effective Gain” shall mean the excess (if any) of (i) the proceeds (net of transaction expenses and excluding assumed liabilities) of a Post-Effective Gain Transaction over (ii) $50,000,000.

(yy)“Post-Effective Gain Transaction” shall mean any sale of all or substantially all of the assets of the Company or any taxable merger or similar business combination transaction, involving a Person not affiliated with the Company.

(zz)“Pre-Bonus Operating Income” for a given Fiscal Year shall mean earnings (i) before (w) income tax expense, (x) amortization of intangibles resulting from the Contribution and the acquisition of the Interests as contemplated hereby and by the Purchase Agreement, (y) any reduction for the Bonus Pool of the Company for such Fiscal Year and (z) any charge relating to the payment of severance under Section 4(a) of the employment agreements with George Tharakan or Michael G. Mayfield following a termination of employment thereof without the consent of Mr. Mayfield, but (ii) after the effect of any development fee payable by the Company to Nuveen as provided in Section 8.1(a).

(aaa) “Prior Agreement” has the meaning set forth in the recitals hereto.

(bbb) “Purchase Agreement” has the meaning set forth in the recitals hereto.

(ccc) “Residual Profits Amount” has the meaning set forth in Section 3.5(b).

(ddd) “Securities Act” shall mean the Securities Act of 1933, as amended.

(eee) “Transfer” has the meaning set forth in Section 5.1.

(fff)“Variable Participation Percentage” is a percentage equal to (i) 25% for Fiscal Year 2005, (ii) 30% for Fiscal Years 2006 and 2007 and (iii) thereafter shall be no less than 20% and no greater than 30% as mutually agreed upon by Nuveen and the Non-Managing Members on an annual basis; provided that in the absence of any such agreement, the Variable Participation Percentage shall be 25%; provided further that for Fiscal Years 2010 and thereafter, the Variable Participation Percentage shall not exceed the Variable Participation Percentage for Fiscal Year 2009 unless otherwise mutually agreed.

ARTICLE II

ORGANIZATION AND GENERAL PROVISIONS

Section 2.1 Name of the Company. The name of the Company stated in its amended Articles of Organization, filed on July 19, 2005, is “Santa Barbara Asset Management, LLC.”

Section 2.2 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

Section 2.3Registered Office; Registered Agent. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust

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Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent of the Company at such address is The Corporation Trust Company.

Section 2.4 Principal Office. The principal office of the Company is located at 200 East Carrillo Street, Santa Barbara, California.

Section 2.5 Term. The Company shall continue in existence until the Company is dissolved as provided in this Agreement or the Act.

Section 2.6 Members. The name and mailing address of each Member is set forth on Exhibit A hereto.

Section 2.7 Title to Property. A Member’s interest in the Company (each, an “Interest”) shall for all purposes be personal property. No holder of Interests or Member shall have any interest in specific Company assets or property, including assets or property contributed to the Company by such Member as a part of any capital contribution. The Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware.

Section 2.8 Fiscal Year. The Fiscal Year of the Company (the “Fiscal Year”) shall be from January 1st to December 31st; provided that the Fiscal Year for the year 2005 shall be deemed to be the period from the effective date hereof to December 31, 2005.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS;
DISTRIBUTIONS

Section 3.1Classes of Membership Interests; Capital Contributions. There shall be five classes of Interests: “Class 1 Interests,” “Class 2A Interests,” “Class 2B Interests,” “Class 5 Interests,” and “Class 6 Interests.” The Company may in its discretion issue certificates to the Members representing the Interests held by each Member. As of the effective date hereof, Nuveen has acquired the Class 1 Interests previously held by Old SBAM, and the initial capital account of Nuveen shall be the capital account of Old SBAM immediately prior to such acquisition, as shown on Exhibit B hereto. In addition, as of the effective date hereof, Management LLC has acquired the Class 2, 2A, 5 and 6 Interests previously held by certain employees of the Company, and the initial capital account of Management LLC shall be the aggregate of the capital accounts of such employees, as shown on Exhibit B hereto. The assets and liabilities of the Company shall be held as a whole and shall not be accounted for separately for each class of Interests. The Members shall not be obligated to make any capital contributions to the Company, and all Interests issued to the Members shall be nonassessable.

Section 3.2Capital Accounts. A separate capital account shall be maintained for each Member and such capital accounts shall be maintained in accordance with the provisions of § 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. Except as expressly set forth herein, no Member shall be entitled to withdraw any portion of its capital account. No Member shall be entitled to

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receive any interest on its capital account. The original capital account established for any Member who acquires any Interests by virtue of a Transfer in accordance with the terms of this Agreement shall be in the same amount as, and shall replace, the capital account of the transferor of such Interests, and, for purposes of this Agreement, such Member shall be deemed to have made the capital contributions made by the transferor of such Interests (or made by such transferor’s predecessor in interest). In the event the transferor of such Interests retains any Interests, the transferor shall transfer a pro rata portion of the transferor’s capital account associated with such Interests to the transferee. Upon liquidation of the Company or of any Member’s Interest (in each case as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which such liquidation occurs (other than those made pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(b)(2) and -1(b)(2)(ii)(b)(3)), by the end of such taxable year (or, if later, within 90 days after the date of such liquidation). No Member shall be entitled to, and each Member hereby waives, any rights that it may have pursuant to Section 18-604 of the Act, as amended.

Section 3.3Allocation of Net Profit and Net Loss.

(a)Subject to Section 3.3(c), for each Fiscal Year, if the Company has a Net Profit for the Fiscal Year, such Net Profit shall be allocated among the Members for purposes of maintaining the Members’ capital accounts in the following manner:

(1)First, to all Class 2A Members in proportion to their respective Class 2A Interests until the cumulative amounts allocated to the Class 2A Members pursuant to this Section 3.3(a)(1) (net of cumulative Net Loss allocated to the Class 2A Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 2A Members pursuant to Section 3.4(e) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(k));

(2)Second, to all Class 2B Members in proportion to their respective Class 2B Interests until the amounts allocated to the Class 2B Members pursuant to this Section 3.3(a)(2) (net of cumulative Net Loss allocated to the Class 2B Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 2B Members pursuant to Section 3.4(f) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(k));

(3)Third, to all Class 5 Members in proportion to their respective Class 5 Interests until the amounts allocated to the Class 5 Members pursuant to this Section 3.3(a)(3) (net of cumulative Net Loss allocated to the Class 5 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 5 Members pursuant to Sections 3.4(g) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(k)); and

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(4)Fourth, to all Class 6 Members in proportion to their respective Class 6 Interests until the amounts allocated to the Class 6 Members pursuant to this Section 3.3(a)(4) (net of cumulative Net Loss allocated to the Class 6 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 6 Members pursuant to Sections 3.4(h) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(k)); and

(5)Thereafter, solely to the Class 1 Members in proportion to their respective Class 1 Interests.

(b)For each Fiscal Year, if the Company has a Net Loss for the Fiscal Year, such Net Loss shall be allocated:

(1)First, to the Class 1 Members in proportion to their respective positive capital account balances until such balances are reduced to zero;

(2)Second, to the Class 2A Members, Class 2B Members, Class 5 Members, and Class 6 Members in proportion to their respective positive capital account balances until such balances are reduced to zero; and

(3)Thereafter, solely to the Class 1 Members in proportion to their respective Class 1 Interests.

(c)Upon completion of any Post-Effective Gain Transaction, an amount of Net Profit equal to the resulting Post-Effective Gain shall be allocated among the Members for purposes of maintaining the Members’ capital accounts in the same proportions in which the Post-Effective Gains are distributed as provided in Section 3.4(j).

(d)It is the intent of the Members that each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with this Section 3.3 to the fullest extent permitted by §§ 704(b) and (c) of the Code and the Treasury Regulations promulgated thereunder.

(e)For purposes of this Section 3.3, Depreciation shall be allocated solely to the Class 1 Members in proportion to their Class 1 Interests. A portion of the gain attributable to the sale or other disposition of a Company asset (including any gain treated as recognized upon the upward revaluation of the Gross Asset Value of a Company asset), in a cumulative amount up to the amount of Depreciation previously recognized with respect to such asset, shall be allocated solely to the Class 1 Members in proportion to their respective Class 1 Interests.

Section 3.4Distributions.

(a)Except as provided in Section 3.4(e), (f), (g), (h), and (i), no Member shall be entitled to receive any distribution from the Company without the consent of the Managing Member. The distributions payable under this Section 3.4 with respect to any Interest for a given Fiscal Year shall be payable to the Member who holds such Interests of record as of the end of such Fiscal Year.

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(b)For Fiscal Year 2005, the “Class 2A Preferred Return” shall be equal to the product of (A) Operating Income and (B) 4.67%. For Fiscal Year 2006, the Class 2A Preferred Return shall be equal to the product of (A) (i) Pre-Bonus Operating Income multiplied by the result obtained by subtracting the Variable Participation Percentage from one less (ii) the Class 1 Amount and (B) 10.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero). For Fiscal Year 2007, the “Class 2A Preferred Return” shall be equal to zero. For each Fiscal Year after Fiscal Year 2007, the “Class 2A Preferred Return” shall be equal to the product of (A) Pre-Bonus Operating Income for such Fiscal Year less Pre-Bonus Operating Income for Fiscal Year 2007 and (B) 25.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero).

(c)For Fiscal Year 2005, the “Class 5 Preferred Return” shall be equal to the product of (A) Operating Income and (B) 1.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero). For Fiscal Years 2006, 2007, and 2008, the Class 5 Preferred Return shall be equal to the product of (A) (i) Pre-Bonus Operating Income multiplied by the result obtained by subtracting the Variable Participation Percentage from one less (ii) the Class 1 Amount and (B) 2.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero). For each year after Fiscal Year 2008, the “Class 5 Preferred Return” shall be equal to zero.

(d)For Fiscal Year 2005, the “Class 6 Preferred Return” shall be equal to the product of (A) Operating Income and (B) 1.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero). For Fiscal Years 2006, 2007, 2008, and 2009, the “Class 6 Preferred Return” shall be equal to the product of (A) (i) Pre-Bonus Operating Income multiplied by the result obtained by subtracting the Variable Participation Percentage from one less (ii) the Class 1 Amount and (B) 2.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero). For each year after Fiscal Year 2009, the “Class 6 Preferred Return” shall be equal to zero.

(e)For each of Fiscal Years 2005 and 2006, as promptly as practicable after the close of such Fiscal Year, each Class 2A Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 2A Interests it holds) of the Class 2A Preferred Return. For each Fiscal Year after Fiscal Year 2006, as promptly as practicable after the close of such Fiscal Year, each Class 2A Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 2A Interests it holds) of the sum of (A) the excess, if any, up to but not in excess of the Class 2A Cap, of (i) Operating Income for such Fiscal Year over (ii) the sum of (w) any distributions that the Class 1 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(i), (x) the Class 5 Preferred Return, (y) the Class 6 Preferred Return and (z) the Class 2A Preferred Return and (B) the Class 2A Preferred Return.

(f)For each Fiscal Year after Fiscal Year 2006, as promptly as practicable after the close of such Fiscal Year, each Class 2B Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 2B Interests it holds) of the excess, if any, up to but not in excess of the Class 2B Cap, of (A) Operating Income for such Fiscal Year over (B) the sum of (i) any distributions that the Class 1 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(i) (ii) any distributions that the Class

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2A Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(e), (iii) the Class 5 Preferred Return, and (iv) the Class 6 Preferred Return.

(g)For each of Fiscal Years 2005 through 2008, as promptly as practicable after the close of such Fiscal Year, each Class 5 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 5 Interests it holds) of the Class 5 Preferred Return. In addition, for each Fiscal Year after Fiscal Year 2008, as promptly as practicable after the close of such Fiscal Year, each Class 5 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 5 Interests it holds) of the excess, if any, but not in excess of the Class 5 Cap, of (A) Operating Income for such Fiscal Year over (B) the sum of (i) any distributions that the Class 1 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(i), (ii) any distributions that the Class 2A Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(e) and (iii) any distributions that the Class 2B Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(f), and (iv) the Class 6 Preferred Return.

(h)For each of Fiscal Years 2005 through 2009, as promptly as practicable after the close of such Fiscal Year, each Class 6 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 6 Interests it holds) of the Class 6 Preferred Return. In addition, for each Fiscal Year after Fiscal Year 2009, as promptly as practicable after the close of such Fiscal Year, each Class 6 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 6 Interests it holds) of the excess, if any, of (A) Operating Income for such Fiscal Year over (B) the sum of (i) any distributions that the Class 1 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(i), (ii) any distributions that the Class 2A Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(e), (iii) any distributions that the Class 2B Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(f), and (iv) any distributions that the Class 5 Members are entitled to receive in respect of such Fiscal Year pursuant to Section 3.4(g).

(i)As promptly as practicable after the close of each Fiscal Year, each Class 1 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 1 Interests it holds) of:

(1)for Fiscal Year 2005, the product of (A) Operating Income for such Fiscal Year and (B) 93.33% (provided that if this amount as calculated is less than zero then it shall be equal to zero);

(2)for Fiscal Year 2006 and each Fiscal Year thereafter, the lesser of (A) Operating Income for such Fiscal Year and (B) the sum of (i) the Class 1 Residual Return for such Fiscal Year and (ii) the Class 1 Amount (provided that if this amount as calculated is less than zero then it shall be equal to zero).

(j)Promptly following the completion of any Post-Effective Gain Transaction, each (i) Class 2A Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of Class 2A Interests it holds) of 4.00% of any Post-Effective Gain, (ii) Class 5 Member shall be entitled to receive a distribution equal to its pro rata

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portion (based on the percentage of Class 5 Interests it holds) of 3.00% of any Post-Effective Gain, (iii) Class 6 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of Class 6 Interests it holds) of 3.00% of any Post-Effective Gain, and (iv) Class 1 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of Class 1 Interests it holds) of the remainder of the Post-Effective Gain.

(k)Notwithstanding the foregoing, in the event that the amount distributable under Sections 3.4(e), (f), (g), (h) and (i) would exceed the Net Profit for the Fiscal Year, the Managing Member shall have the authority to reduce such distributions to an amount equal to such Net Profit; provided that such reduction shall be made in the following order: (i) first, to the amount distributable under Section 3.4(h), (ii) second, to the amount distributable under Section 3.4(g), (iii) third, to the amount distributable under Section 3.4(f), (iv) fourth, to the amount distributable under Section 3.4(e), and (v) fifth, to the amount distributable under Section 3.4(i). In the event of any such reduction, the amount distributable by the Company under such Sections in subsequent Fiscal Years shall be increased by the amount of the prior reduction to the extent that the Net Profits in subsequent Fiscal Years exceed the amounts distributable under Sections 3.4(e), (f), (g), (h) and (i) with respect to such Fiscal Years.

Section 3.5Class 1 Residual Return and Residual Profits Amount.

(a)

(1)For Fiscal Years 2006 and 2007, the “Class 1 Residual Return” shall be equal to the greater of (A) $0 and (B) Operating Income for such Fiscal Year minus the sum of (i) the Class 1 Amount and (ii) the Residual Profits Amount for such Fiscal Year.

(2)For Fiscal Years 2008 and 2009, the “Class 1 Residual Return” shall be equal to the greater of (A) $0 and (B) Operating Income for such Fiscal Year minus the sum of (i) the Class 1 Amount, (ii) the lesser of the Class 2A Cap and the Class 2A Amount, (iii) the Class 2A Preferred Return, (iv) the lesser of the Class 2B Cap and the Class 2B Amount and (v) the Residual Profits Amount for such Fiscal Year.

(3)For Fiscal Year 2010 and each Fiscal Year thereafter, the “Class 1 Residual Return” shall be equal to the greater of (A) $0 and (B) Operating Income for such Fiscal Year minus the sum of (i) the Class 1 Amount, (ii) the lesser of the Class 2A Cap and the Class 2A Amount, (iii) the Class 2A Preferred Return, (iv) the lesser of the Class 2B Cap and the Class 2B Amount, (v) the lesser of the Class 5 Cap and the Class 5 Amount, and (vi) the Residual Profits Amount for such Fiscal Year, provided that the “Class 1 Residual Return” for Fiscal Year 2011 and each Fiscal Year thereafter shall not exceed 110.00% of the Class 1 Residual Return for the prior Fiscal Year.

(b)

(1)The “Residual Profits Amount” for Fiscal Year 2006 shall be equal to the product of (A) the amount by which the product of (i) Pre-Bonus Operating

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Income and (ii) 1 minus the Variable Participation Percentage exceeds the Class 1 Amount and (B) 14.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero).

(2)The “Residual Profits Amount” for Fiscal Year 2007 shall be equal to the sum of (A) the product of (i) the amount by which the product of (x) Pre-Bonus Operating Income and (y) 1 minus the Variable Participation Percentage exceeds (z) the Class 1 Amount and (ii) 4.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero) and (B) the following formula:

T x C x 0.0833

(3)The “Residual Profits Amount” for Fiscal Year 2008 shall be equal to the product of (A) the amount by which the product of (i) Pre-Bonus Operating Income and (ii) 1 minus the Variable Participation Percentage exceeds (iii) the Class 1 Amount and (B) 4.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero).

(4)The “Residual Profits Amount” for Fiscal Year 2009 shall be equal to the sum of (A) the product of (i) the amount by which the product of (x) Pre-Bonus Operating Income and (y) 1 minus the Variable Participation Percentage exceeds (z) the Class 1 Amount and (ii) 2.00% (provided that if this amount as calculated is less than zero then it shall be equal to zero) and (B) the following formula:

T x C x 0.0833

(5)The “Residual Profits Amount” for Fiscal Year 2010 and each Fiscal Year thereafter shall be equal to the result of the following formula:

(T - P) x C x 0.0833

(6)In each case, where:

T =$20,000,000 for Fiscal Year 2007 and $70,000,000 for each of Fiscal Year 2009 and Fiscal Year 2010, and for each Fiscal Year thereafter shall equal 115.00% of T for the prior Fiscal Year;

P =the cumulative amount that would have been paid by the Managing Member to the Non-Managing Members through the end of Fiscal Year 2010 upon exercise of all of its Call Rights exercisable up to such time with respect to the Class 5 Interests of the Non-Managing Members less the amount paid that would have been paid with respect to the capital contributions with respect to such Interests; and

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C =for Fiscal Year 2007: the sum of (A) a fraction, (i) the numerator of which is Pre-Bonus Operating Income for such Fiscal Year minus the quotient of (x) $4,550,000 divided by (y) one minus the Variable Participation Percentage and (ii) the denominator of which is the quotient of (x) $4,444,444.44 divided by (y) one minus the Variable Participation Percentage; provided that if the foregoing fraction as so calculated is less than 0, then such fraction shall be 0 and if the foregoing fraction as so calculated is greater than 0.5, then such fraction shall be 0.5 and (B) a fraction, (i) the numerator of which is Pre-Bonus Operating Income for such Fiscal Year minus the quotient of (x) $6,800,000 divided by (y) one minus the Variable Participation Percentage and (ii) the denominator of which is the quotient of (x) $2,197,800 divided by (y) one minus the Variable Participation Percentage; provided that if the foregoing fraction as so calculated is less than 0, then such fraction shall be 0 and if the foregoing fraction as so calculated is greater than 1, then such fraction shall be 1;

for Fiscal Year 2009: a fraction, (A) the numerator of which is Pre-Bonus Operating Income through the end of such Fiscal Year minus the quotient of (i) $9,000,000 divided by (ii) one minus the Variable Participation Percentage and (B) the denominator of which is the quotient of (i) $17,500,000 divided by (ii) one minus the Variable Participation Percentage; provided that if the foregoing fraction as so calculated is less than 0, then such fraction shall be 0 and if the foregoing fraction as so calculated is greater than 1, then such fraction shall be 1; and

for Fiscal Year 2010 and for each Fiscal Year thereafter: a fraction, (A) the numerator of which is the product of (i) Pre-Bonus Operating Income for such Fiscal Year minus the greater of (x) Pre-Bonus Operating Income For Fiscal Year 2009 and (y) the quotient obtained by dividing (1) $10,000,000 by (2) one minus the Variable Participation Percentage, (ii) 3.5, and (iii) one minus the Variable Participation Percentage and (B) the denominator of which is T minus P; provided that if the foregoing fraction as so calculated is less than 0, then such fraction shall be 0 and if the foregoing fraction as so calculated is greater than 1, then such fraction shall be 1; provided further that if T – P is equal to zero, the foregoing fraction shall be 1.

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ARTICLE IV

MANAGEMENT OF THE COMPANY

Section 4.1Management in General.

(a)The management and control of the business of the Company shall be vested exclusively in a position entitled the “Managing Member,” and the Managing Member shall have exclusive power and authority, in the name of and on behalf of the Company, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company; with or without the vote or consent of the Members in their capacity as such, except as specifically provided in this Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Managing Member, the officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Managing Member shall have the power to sign for or bind the Company to any agreement or document in its capacity as a Member, but the Managing Member may delegate the power to sign for or bind the Company to one or more officers.

(b)The authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the Company, or to protect and preserve the Company’s assets, any such action taken by the Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Managing Member may delegate any or all of the foregoing powers to one or more of the officers.

(c)The Managing Member need not be a resident of the State of Delaware. The Managing Member is required to be a Member or an Affiliate of a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. As of the date hereof, the Managing Member shall be Nuveen. The Managing Member shall devote such time to the business and affairs of the Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event shall not be required to devote full time to the performance of such duties and may delegate such duties and responsibilities as provided in this Agreement.

(d)Any Person dealing with the Company, the Managing Member or any Member may rely upon a certificate signed by the Managing Member as to (i) the identity of the Managing Member or any Member; (ii) any factual matters relevant to the affairs of the Company; (iii) the Persons who are authorized to execute and deliver any document on behalf of the Company; or (iv) any action taken or omitted by the Company or the Managing Member.

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(e)The Managing Member (whether an initial or a successor Managing Member) shall cease to be the Managing Member upon the earlier of (i) such Managing Member’s resignation or (ii) such Managing Member’s removal pursuant to the affirmative vote of the Members holding a majority of the Class 1 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or being removed, may be filled by appointment of a successor by the Members holding a majority of the Class 1 Interests.

(f)Notwithstanding anything to the contrary contained herein, any merger or consolidation of the Company with an unaffiliated Person, and any sale of all or substantially all of the assets of the Company to any such Person, shall require the consent of the Members holding a majority of the Interests of each Class then outstanding.

Section 4.2 Management Expenses. The Company shall pay or reimburse the Managing Member for all reasonable travel expenses incurred by the Managing Member in accordance with its duties as Managing Member as well as (i) any out-of-pocket expenses incurred by the Managing Member in its role acting as Managing Member and (ii) the applicable portion of any expenses incurred by the Managing Member in connection with any initiative which involves the Company and one or more of the other Affiliates of the Managing Member.

Section 4.3 Executive Committee and Officers. The Company shall have a committee entitled the “Executive Committee,” initially consisting of one member: Michael G. Mayfield. The Executive Committee shall be responsible for the day-to-day affairs and operations of the Company and shall otherwise have such powers and duties as from time to time may be conferred by the Managing Member. The Managing Member may also appoint a President, Treasurer, Secretary and other officers of the Company. All officers so designated shall each have such powers and duties as from time to time may be conferred by the Managing Member. The members of the Executive Committee and the officers of the Company shall have the power to execute documents and contracts on behalf of the Company necessary in the ordinary course of business of the Company to the extent not inconsistent with the terms hereof. Each member of the Executive Committee and officer shall hold office until his or her successor shall be duly designated and qualified or until his or her death, until he or she shall resign, or until he or she shall have been removed, either with or without cause, by the Managing Member; provided that a member of the Executive Committee must be at all times an employee of the Company or its subsidiaries, and upon the termination of such employment, such member shall immediately, and without further action, cease to serve as a member of the Executive Committee. The Executive Committee will have authority to make hiring and firing decisions (1) for portfolio management, research and trading team personnel in consultation with the Managing Member and (2) for senior marketing, client service and administration personnel with the prior consent of the Managing Member, which consent shall not be unreasonably withheld. The salaries and other compensation, if any, of the officers and employees of the Company shall be determined by the Executive Committee on an annual basis and in consultation with the Managing Member, and subject to the Bonus Pool parameters set forth in Section 4.4; it being understood and agreed that each Fiscal Year the Managing Member and the Executive Committee shall agree as to the amount of variable base compensation to be payable to the employees of the Company for such Fiscal Year, which amount shall not be considered part of the Bonus Pool, and which amount shall be taken into account in determining Pre-Bonus

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Operating Income for the applicable Fiscal Year (provided that if the Managing Member and the Executive Committee fail to agree in any Fiscal Year as to the amount of the variable base compensation, the aggregate variable base compensation payable to all employees of the Company shall be $2 million). Any delegation pursuant to this Section 4.3 may be revoked at any time by the Managing Member. Any change to the benefits and/or compensation arrangements of any member of the Executive Committee must be approved in advance by the Managing Member in writing.

Section 4.4 Bonus Pool. The total annual bonus pool of the Company for a given Fiscal Year (“Bonus Pool”) will be equal to an amount up to 30.00% of the Pre-Bonus Operating Income for such Fiscal Year as mutually agreed upon by Nuveen and the Non-Managing Members on an annual basis; provided that Bonus Pool for the period from the date hereof through the Fiscal Year ending December 31, 2005 shall be 25.00% of the Pre-Bonus Operating Income for such partial Fiscal Year. The minimum Bonus Pool as a percentage of Pre-Bonus Operating Income shall be: 7.50% in 2006; 7.50% in 2007; 7.50% in 2008; 7.50% in 2009; 7.50% in 2010; and, 7.50% in 2011 and thereafter. Allocations of the Bonus Pool to individual employees and officers of the Company shall be made at the discretion of the Executive Committee in consultation with the Managing Member.

ARTICLE V

TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL
MEMBERS; CALL RIGHT

Section 5.1Transferability of Interests. Except as set forth in Section 5.3, a Member may not assign, sell, transfer or otherwise dispose of, whether voluntarily or involuntarily, in whole or in part (any such transaction, “Transfer”), any of its Interests unless the Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion, and no such transferee shall become a Member without such consent. A Member may not pledge or encumber, whether voluntarily or involuntarily, in whole or in part, any of its Interests unless the Member obtains the Managing Member’s prior written consent. Upon the admission of any such transferee as a Member, such transferee must become a party to this Agreement as a Member and, if such Person was a transferee of a Non-Managing Member, as a Non-Managing Member, and be bound by the terms of this Agreement, including, but not limited to, Section 5.3 in the case of a transferee of a Non-Managing Member, and the transferring Member shall be relieved of all rights, interests and obligations arising under this Agreement subsequent to such transfer with respect to such Interest or Interests being transferred, and if the transferring Member no longer holds any Interest, the transferring Member shall be relieved of all rights, interests and obligations arising under this Agreement, except with respect to any breach of this Agreement arising prior to such Transfer. Any purported Transfer, pledge or encumbrance of any Interest or any part thereof not in compliance with this Agreement shall be void and of no force or effect. Notwithstanding the foregoing, Old SBAM may transfer the Class 1 Interests to Nuveen pursuant to the Purchase Agreement, and the Employee Members may transfer the Class 2A, 2B, 5 and 6 Interests held by them to Management LLC as contemplated by the Award Agreements.

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Section 5.2 Admission of Additional Members. Except as provided in Section 5.1, one or more additional Class 2A Members, Class 2B Members, Class 5 Members or Class 6 Members may be admitted to the Company only with the consent of all of the Members. Except as provided in Section 5.1, one or more additional Class 1 Members may be admitted to the Company upon consent of the Managing Member.

Section 5.3Call Right.

(a)The Managing Member will have the right (individually, a “Call Right” and collectively, the “Call Rights”) at its election to require the Non-Managing Members to sell their respective Class 2A Interests, Class 2B Interests, Class 5 Interests and Class 6 Interests to the Managing Member in accordance with this Section 5.3 for a per Interest purchase price equal to the Fair Market Value for such Interest to be paid in cash, or if the Managing Member and the Non-Managing Members mutually agree, in a combination of cash and common stock of the Managing Member or its Affiliates. The Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2010 and 2012 with respect to 100.00% of the Class 2A and 2B Interests (it being understood that the Class 2A Interests and the Class 2B Interests must be called together), once during the first quarter of Fiscal Years 2010, 2011 and 2012 with respect to 100.00% of the Class 5 Interests and once during the first quarter of Fiscal Years 2011 and 2012 with respect to 100.00% of the Class 6 Interests in each case upon written notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that the Managing Member may not exercise its Call Right with respect to (i) the Class 5 Interests unless it shall first have exercised its Call Right with respect to the Class 2A and 2B Interests, or (ii) the Class 6 Interests unless it shall first have exercised its Call Right with respect to the Class 5 Interests. Such written notice will set forth the amount of Class 2A Interests, Class 2B Interests, Class 5 Interests and Class 6 Interests held by Non-Managing Members that the Managing Member is purchasing and the Closing Date on which such purchase will occur, which shall not be more than 10 business days after such notice is given to the Non-Managing Members.

(b)[Intentionally Omitted.]

(c)For any Interest that is a Call Interest, the “Fair Market Value” of such Interest is equal to the product of the Fair Market Multiple multiplied by the aggregate distributions in respect of such Interest pursuant to Section 3.4(e), Section 3.4(f), Section 3.4(g) or Section 3.4(h), as the case may be, without giving effect to reductions, if any, to such distributions pursuant to Section 3.4(k), for the Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided that in no event shall the aggregate Fair Market Value for all Interests called in any given Fiscal Year be less than $1,000.

(d)On a given Closing Date, the Non-Managing Members shall transfer the applicable Call Interests to the Managing Member free and clear of all liens and encumbrances and will execute all instruments and documents necessary to transfer such Call Interests to the Managing Member, and the Managing Member will transfer to the Non-Managing Members the consideration for such Call Interests. Following the Closing Date, upon the request of the Managing Member, the Non-Managing Members shall execute such further instruments and

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documents and perform such further acts as may be reasonably required to carry out the transactions contemplated by this Section 5.3.

(e)As of any Closing Date, the Non-Managing Members shall cease to hold the Interests purchased on the Closing Date, and shall cease to hold the portion of their respective capital accounts attributed to such Interests, if any, and shall no longer have any rights with respect to such portion of such Interests.

ARTICLE VI

DISSOLUTION AND TERMINATION

Section 6.1Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of all of the Members, or (b) entry of a decree of judicial dissolution pursuant to § 18-802 of the Act. The Managing Member shall promptly notify the Members of any dissolution of the Company.

Section 6.2Liquidation. Upon the dissolution of the Company, the Managing Member, or if there is none, the Person or Persons approved by Members holding a majority of the Class 1 Interests shall carry out the winding up of the Company and shall immediately commence to wind up the Company’s affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share in allocations and distributions during liquidation in the same proportions, as specified in Sections 3.3 and 3.4, as before liquidation. The proceeds of liquidation shall be distributed as set forth in Section 3.2.

Section 6.3Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in Section 6.2 and the Certificate of Formation of the Company shall have been canceled in the manner required by the Act.

Section 6.4Claims of the Members. All Members and former Members shall look solely to the Company’s assets for any return of their capital contributions, if any, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Members and former Members shall have no recourse against the Managing Member or any other Member.

ARTICLE VII

RECORDS AND REPORTS

Section 7.1Books and Records. The Company shall, and the officers shall use all commercially reasonable efforts to enable the Company to, keep complete and accurate books of account with respect to the operations of the Company. Such books shall reflect that the

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Interests have not been registered under the Securities Act, and that the Interests may not be Transferred without registration under the Securities Act or exemption therefrom and without compliance with Article V. Such books shall be maintained at the principal office of the Company.

Section 7.2Accounting. The Company’s books of account shall be kept on the accrual method of accounting, or on such other method of accounting as the Managing Member may from time to time determine, with the advice of independent public accountants, and shall be closed and balanced at the end of the Fiscal Year. The taxable year of the Company shall be the twelve (12) months ended December 31 or such other taxable year as the Managing Member may designate.

Section 7.3Financial and Compliance Reports. The Company shall furnish to the Members such financial and related information as any such Member may reasonably request.

Section 7.4Meetings. The Company and its officers shall hold such regular meetings at the Company’s principal place of business (or such other location as may be determined by the Managing Member) with representatives of the Managing Member as may be reasonably requested by the Managing Member from time to time. These meetings shall be attended (either in person or by telephone) by such of the officers and other employees of the Company as may be reasonably requested by the Managing Member or any of the officers. The Company will reimburse the reasonable travel expenses of any representative of the Managing Member who attends each such meeting. At each meeting, the officers shall make such presentations regarding the Company and its performance, operations and budgets as may be reasonably requested by the Managing Member, and each of the attendees (whether in person or by telephone) at such meeting shall have the right to submit proposals and suggestions regarding the Company, and the attendees at the meeting shall discuss and consider such proposals and suggestions.

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ARTICLE VIII

MISCELLANEOUS

Section 8.1Certain Commitments.

(a)Nuveen will commit up to $5 million in aggregate over the first three years following the effective date hereof for the Company to build breadth and depth in its investment platform (including, e.g., various costs of hiring individuals such as first year base salaries, retention payments, signing bonuses, search fees and relocation allowances) in consultation with Nuveen as the Company seeks to capitalize on scale advantage resulting from the transactions contemplated by the Purchase Agreement. Nuveen will make such funds available over such period as reasonably requested by the Executive Committee in connection with its business plan as discussed and reviewed with Nuveen. Any such expenses of the Company funded by Nuveen will not be taken into consideration in determining Pre-Bonus Operating Income. In addition, in connection with the operation of the business conducted by the Company, certain of the Company’s administrative, legal, compliance, human resources, tax, accounting and other administrative and similar services and personnel will be provided by Nuveen to the Company. The costs of such services and personnel will be allocated to the Company only to the extent of any direct costs occurred by Nuveen or its affiliates and relating to the Company (including any personnel principally dedicated to the Company’s business or any fees paid relating specifically to the Company’s clients’ accounts), which allocated costs shall be taken into consideration in determining Pre-Bonus Operating Income. In addition, the Company will pay to Nuveen a development fee for each Fiscal Year, but only if and to the extent that (i) the Company’s earnings before (x) income tax expense, (y) amortization of intangibles resulting from the Contribution and the acquisition of the Interests as contemplated hereby and by the Purchase Agreement and (z) any reduction for the Bonus Pool of the Company for such Fiscal Year, exceeds (ii) an amount equal to 75.00% of the Company’s revenues for such Fiscal Year.

(b)Nuveen will commit up to $5 million in the aggregate to seed new Company products during the first five (5) years following the effective date hereof as mutually agreed by Nuveen and the Executive Committee.

Section 8.2Indemnification. The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless any Member, Managing Member, officer or employee (including the members of the Executive Committee) of the Company from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a Member, Managing Member, officer or employee of the Company.

Section 8.3Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, the debts, obligation and liabilities of the Company, whether arising in tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be personally liable for any debt, obligation or liability of the Company solely by reason of being a Member of the Company.

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Section 8.4Notices. All notices, requests, elections, consents or demands permitted or required to be made under this Agreement (“Notices”) shall be in writing, signed by the Person or Persons giving such Notice and shall be delivered personally or by confirmed facsimile, or by commercial courier to the other Members, at their addresses set forth on Exhibit A, or at such other addresses as may be supplied by written notice given in conformity with the terms of this Section 8.4. All Notices to the Company shall be made to the Managing Member at the address set forth on Exhibit A, with a copy (which shall not constitute notice) to the President of the Company at the principal offices of the Company. The date of any such personal or facsimile delivery or the date of delivery by an overnight courier shall be the date of such notice.

Section 8.5Consents. Any action that may be taken by the Members at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by or on behalf of the Member or Members holding sufficient Interests to authorize or approve such action at such meeting.

Section 8.6Amendments. Except as otherwise provided in this Agreement, the Managing Member may amend this Agreement without consent of any other Member; provided that (x) any amendment of Section 5.2, 5.3 or 8.6 or Article III (other than any such amendments that do not have an adverse effect on the Class 2A Interests, Class 2B Interests, Class 5 Interests or Class 6 Interests) or (y) any other amendment that materially and adversely affects the rights of one or more classes of Interests relative to the other classes of Interests shall require the approval of (a) Members holding a majority of the Class 1 Interests and (b) Non-Managing Members holding a majority of such affected Interests. This Agreement may be amended as contemplated by the Purchase Agreement without the consent of any Member.

Section 8.7No Partition. No Member, nor any successor-in-interest to any Member, shall have the right while this Agreement remains in effect to have the property of the Company partitioned, or to file a complaint or institute any proceeding at law or in equity to have the property of the Company partitioned, and each Member, on behalf of himself, his successors, representatives, heirs and assigns, hereby waives any such right. It is the intent of the Members that during the term of this Agreement, the rights of the Members and their successors-in-interest, as among themselves, shall be governed by the terms of this Agreement, and that the right of any Member or successors-in-interest to Transfer or otherwise dispose of his interest in the Company shall be subject to the limitations and restrictions of this Agreement.

Section 8.8Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware.

Section 8.9Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

Section 8.10Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. The parties hereto shall negotiate to replace such invalid provision with another provision with similar economic effect.

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Section 8.11Entire Agreement. This Agreement and the schedules and exhibits hereto supersede the prior understandings and agreements among the parties with respect to the subject matter hereof and thereof.

Section 8.12Successors and Assigns; No Third Party Beneficiaries. Subject to the restrictions on Transfer set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the Members, their respective successors, successors-in-title, heirs and assigns, and each and every successors-in-interest to any Member, whether such successor acquires such interest by way of gift, purchase, foreclosure or by any other method, and each shall hold such interest subject to all of the terms and provisions of this Agreement. No provision of this Agreement is intended or shall be construed to confer upon any entity or Person other than the Members and, subject to the restrictions on Transfer set forth herein, their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof.

Section 8.13Creditor. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of (i) any Member or (ii) the Company, other than a Member who is also a creditor of the Company.

Section 8.14           Interpretation. All terms herein using the singular shall include the plural; all terms using the plural shall include the singular; in each case, the term shall be as appropriate to the context of each sentence. All references to herein, hereof, hereto or similar terms refer to this Agreement and the Exhibits hereto. All references to “Section,” “Article,” “Exhibit” or similar terms refer to the Sections, Articles, Exhibits hereto. Titles or captions of Articles or Sections contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

Section 8.15Arbitration of Disputes.

(a)Any dispute arising out of or relating to this Agreement or the negotiation, breach, termination, performance or validity thereof shall be submitted to binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). If J.A.M.S./Endispute is unable or unwilling to arbitrate the matter, the matter shall be settled by arbitration conducted in accordance with the Center for Public Resources Rules for Non-administered Arbitration of Business Disputes before a neutral advisor selected by the Center for Public Resources from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California.

(b)In connection with any arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party thereto and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide

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to the other, no later than seven (7) business days before the date of the arbitration, the identity of all Persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within forty-five (45) days of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages.

(c)The parties covenant and agree that they will participate in any such arbitration in good faith.

(d)Each of the parties hereto (A) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (B) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address set forth opposite such party’s name on the Interest Schedule. Each of the parties hereto agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

Section 8.16Tax Treatment and Elections. The Company shall be treated as a partnership for income tax purposes, the Members shall be treated as partners for federal income tax purposes and each of the Members agrees to report consistently with such treatment. The Managing Member shall make all elections necessary to give effect to such treatment. The Managing Member shall be the “tax matter partner” of the Company within the meaning of § 6231(a)(7) of the Code and shall have the power to cause the Company to make all elections required or permitted to be made for income tax purposes. Without limiting the generality of the foregoing, the Managing Member shall make and maintain an election under § 754 of the Code on behalf of the Company, and the Members other than the Managing Member shall provide such information and sign such documents as the Managing Member may request to enable the Managing Member to make and maintain such election on behalf of the Company.

Section 8.17Liquidation Valuation Safe Harbor. (i) The Company is authorized and directed to elect the liquidation valuation safe harbor provided by proposed Treasury Regulations Section 1.83-3(1) (and any successor provision) and IRS Notice 2005-43 and (ii) the Company and each of its Members (including any person to whom an interest in the Company is

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transferred in connection with the performance of services) agree to comply with all requirements of such safe harbor with respect to all interests in the Company transferred in connection with the performance of services while such election remains effective.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have made this Agreement effective as of the date and year first above-written.

NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
	Name:	Alan G. Berkshire
	Title:	Sr. Vice President
200 EAST CARRILLO PARTNERS, LLC
By:	/s/ Michael Mayfield
	Name:	Michael Mayfield
	Title:	President

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EX-3.34

Exhibit 3.34

	State of California Bill Jones Secretary of State
		LLC-1
	LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION

	IMPORTANT - Read the instructions before completing the form.
	This document is presented for filing pursuant to Section 17050 of the California Corporations Code.
1.	Limited liability company name:
	(End the name with“LLC” or “Limited Liability Company”. No periods between the letters is “LLC”. “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.”)
	Symphony Asset Management LLC
2.	Latest date (month/day/year) on which the limited liability company is to dissolve:
	March 31, 2025
3.	The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act.
4.	Enter the name of initial agent for service of process and check the appropriate provision below:
	Neil L. Rudolph, which is
	xan individual residing in California. Proceed to Item 5.
	o   a corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. Skip Item 5 and proceed to Item 6.
5.	If the initial agent for service of process is an individual, enter a business or residential street address in California:
	Street address:	555  California Street, Suite 2975
	City:	San Francisco			State:  CALIFORNIA		Zip Code:  94104
6.	The limited liability company will be managed by : (check one)
	o  one manager			o  more than one manager		x  limited liability company members
7.	If other matters are to be included in the Articles of Organization attach one or more separate pages. Number of pages attached, if any:    -0-
8.	It is hereby declared that I am the person who executed this instrument, which execution is my act and deed.
/s/ Bonnie Thompson
Signature of organizer
Bonnie Thompson
Type or print name of organizer
Date:	May 30, 1996
LLC-1			Approved by the Secretary of State
Filing Fee $70			1/96

EX-3.35

Exhibit 3.35

STRICTLY CONFIDENTIAL

EXECUTION COPY

SYMPHONY ASSET MANAGEMENT LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

JANUARY 1, 2006

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1	Definitions	1
ARTICLE II
ORGANIZATION AND GENERAL PROVISIONS
Section 2.1	Name of the Company	9
Section 2.2	Purpose	9
Section 2.3	Registered Office; Registered Agent	9
Section 2.4	Principal Office	9
Section 2.5	Term	9
Section 2.6	Members	9
Section 2.7	Title to Property	10
Section 2.8	Fiscal Year	10
ARTICLE III
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS; DISTRIBUTIONS
Section 3.1	Classes of Membership Interests; Capital Contributions; Vesting	10
Section 3.2	Capital Accounts	10
Section 3.3	Allocation of Net Profit and Net Loss	11
Section 3.4	Distributions	13
ARTICLE IV
MANAGEMENT OF THE COMPANY
Section 4.1	Management in General	14
Section 4.2	Management Expenses	15
Section 4.3	Officers	16
ARTICLE V
TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL MEMBERS; CALL RIGHTS
Section 5.1	Transferability of Interests	16
Section 5.2	Admission of Additional Members	18
Section 5.3	Forfeiture of Interests	18
Section 5.4	Call Right	19

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ARTICLE VI
DISSOLUTION AND TERMINATION
Section 6.1	Dissolution	21
Section 6.2	Liquidation	21
Section 6.3	Termination	21
Section 6.4	Claims of the Members	21
ARTICLE VII
RECORDS AND REPORTS
Section 7.1	Books and Records	22
Section 7.2	Accounting	22
Section 7.3	Company Information	22
Section 7.4	Meetings	22
ARTICLE VIII
MISCELLANEOUS
Section 8.1	Restrictive Covenants	23
Section 8.2	Indemnification	25
Section 8.3	Limited Liability	25
Section 8.4	Notices	25
Section 8.5	Consents	25
Section 8.6	Amendments	25
Section 8.7	No Partition	26
Section 8.8	Governing Law	26
Section 8.9	Counterparts	26
Section 8.10	Severability	26
Section 8.11	Entire Agreement	26
Section 8.12	Successors and Assigns; No Third Party Beneficiaries	26
Section 8.13	Creditor	27
Section 8.14	Interpretation	27
Section 8.15	Arbitration of Disputes	27
Section 8.16	Tax Treatment and Elections	28
Section 8.17	Liquidation Valuation Safe Harbor	28

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AMENDED AND RESTATED

OPERATING AGREEMENT

OF
SYMPHONY ASSET MANAGEMENT LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) of Symphony Asset Management LLC, a California limited liability company (the “Company”), dated and effective as of the 1st day of January, 2006, by and among Nuveen Investments, Inc., a Delaware corporation (“Nuveen Investments”), Nuveen Investments Holdings, Inc., a Delaware corporation (“NIHI,” and together with Nuveen Investments, “Nuveen”), and the other individuals identified on Exhibit A hereto (the “Interest Schedule”), as members (each, a “Member” and, collectively, the “Members”), shall also be binding upon such other persons who may become Members pursuant to the terms of this Agreement.

WHEREAS, on or about July 1, 1996, Symphony Asset Management, Inc., a California corporation (“SAMI”) and Maestro, LLC, a California limited liability company (“Maestro”) entered into an operating agreement (the “Original Operating Agreement”) in connection with the organization of the Company, and thereafter the Company was formed under the laws of the State of California;

WHEREAS, on July 16, 2001, Nuveen Investments (then known as The John Nuveen Company) and NIHI acquired the membership interests of the Company from SAMI and Maestro, respectively, pursuant to an Acquisition Agreement, dated as of June 15, 2001 (the “Acquisition Agreement”), by and among Nuveen Investments, SAMI, Maestro, Barra, Inc. and the Company Principals (as defined in the Acquisition Agreement), and Nuveen Investments and NIHI entered into an operating agreement dated July 16, 2001 (“2001 Operating Agreement”), which replaced and superseded in its entirety the Original Operating Agreement;

WHEREAS, the Members now wish to provide for new classes of membership interests in the Company in order to enable individual key employees of the Company to become Members; and

WHEREAS, this Agreement replaces and supersedes in its entirety the 2001 Operating Agreement, as it has been amended through the date hereof.

NOW, THEREFORE, the parties agree as set forth below.

ARTICLE I

DEFINITIONS

Section 1.1Definitions. As used in this Agreement, the following terms shall have the respective meanings specified as referred to in this Article I:

(a)“2001 Operating Agreement” has the meaning set forth in the preamble hereto.

(b)“Acquisition Agreement” has the meaning set forth in the preamble hereto.

(c)“Act” has the meaning set forth in Section 2.2.

(d)“Adjusted EBITA” for a given Fiscal Year shall mean earnings before income tax expense, investment income, interest expense and any expense related to the amortization of goodwill and intangible assets of the Company, each as determined in accordance with GAAP.

(e)“Adjusted EBITA Excess Amount” shall mean, for each Fiscal Year, the amount by which Adjusted EBITA for such Fiscal Year exceeds the Adjusted EBITA Threshold.

(f)“Adjusted EBITA Threshold” shall mean (A) for Fiscal Year 2006, $5,499,127.00, (B) for Fiscal Years 2007 through 2010, an amount equal to the prior Fiscal Year’s Adjusted EBITA Threshold multiplied by one and fifteen hundredths (1.15), and (C) for Fiscal Year 2011 and each subsequent Fiscal Year, the Adjusted EBITA Threshold for Fiscal Year 2010 as determined pursuant to clause (B) of this definition.

(g)“Affiliate” shall mean any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified.

(h)“Agreement” has the meaning set forth in the preamble hereto.

(i)“Breaching Member” has the meaning set forth in Section 8.1.

(j)“Call Interests” shall mean, with respect to the exercise of a given Call Right, the Interests the Managing Member has elected to have purchased by the Company pursuant to such Call Right.

(k)“Call Right” has the meaning set forth in Section 5.4(a).

(l)“Cause” shall mean, with respect to any Member having an effective employment agreement with the Company and containing such a definition, “Cause” as defined in such agreement for as long as such agreement is in effect; provided, however, that, for any other Member “Cause” shall mean the occurrence of any of the following events unless, with respect to the events set forth in clauses (3), (4), (5), (6) and (7) below, such events shall have been cured within thirty (30) days after notice thereof in reasonable detail has been delivered to the Member by the Company or the Company (to the extent any such event is determined by the Managing Member in good faith to be subject to cure based on the particular facts and circumstances):

(1)a willful attempt by the Member to cause injury to the Company or any of its Affiliates;

(2)being convicted of, or pleading guilty or nolo contendere to, a felony or any other crime of moral turpitude;

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(3)engaging in conduct (other than good faith portfolio manager activities) that is materially detrimental to the reputation, character or standing of the Company or any of its Affiliates or any of their respective customers or clients:

(4)breaching the Member’s obligations under Section 8.1 hereof (other than any breach that was not willful);

(5)failing or refusing to comply in any material respect with the policies, standards or regulations applicable to the Company, including without limitation the Code of Ethics and Code of Conduct applicable to Company personnel;

(6)the Member loses any license or registration that is necessary for him or her to perform his or her duties, or commits any act that results or is reasonably likely to result in the legal disqualification of the Member from being employed by the Company or its Affiliates or the Member fails to cooperate with the Company or any of its Affiliates in any internal investigation or administrative, regulatory or judicial proceeding: or

(7)habitual neglect, misconduct, negligence or failure by the Member that interferes in any material respect with the performance of the Member’s duties as an employee of the Company or its Affiliates (it being understood that the acts or omissions described in this clause (vii) shall not include the mere failure to achieve any particular financial result or the mere loss of clients or accounts, and investment performance alone shall not constitute cause).

(m)“Change of Control Call Right” has the meaning set forth in Section 5.4.

(n)“Change of Control Transaction” shall mean a sale to a third party that is not an Affiliate of the Managing Member of all or substantially all of (i) the assets of the Company or (ii) the Class 1 Interests.

(o)“Class 1 Interests” has the meaning set forth in Section 3.1.

(p)“Class 1 Member” shall mean a Member holding a Class 1 Interest.

(q)“Class 2 Interests” has the meaning set forth in Section 3.1.

(r)“Class 2 Member” shall mean a Member holding a Class 2 Interest.

(s)“Class 7 Distribution Amount” has the meaning set forth in Section 3.4.

(t)“Class 7 Distribution Cap” shall mean (A) $230.43 for Fiscal Year 2006, (B) $497.50 for Fiscal Year 2007, (C) $723.98 for Fiscal Year 2008, (D) $1,031.03 for Fiscal Year 2009, (E) $1,347.63 for Fiscal Year 2010, (F) $1,616.63 for Fiscal Year 2011 and (G) the product of the prior year’s Class 7 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2012 and each Fiscal Year thereafter.

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(u)“Class 7 Distribution Percentage” shall mean 0.0035%.

(v)“Class 7 Interests” has the meaning set forth in Section 3.1.

(w)“Class 7 Member” shall mean a Member holding a Class 7 Interest.

(x)“Class 9 Distribution Amount” has the meaning set forth in Section 3.4.

(y)“Class 9 Distribution Cap” shall mean (A) $32.92 for Fiscal Year 2006, (B) $71.07 for Fiscal Year 2007, (C) $537.81 for Fiscal Year 2008, (D) $765.91 for Fiscal Year 2009, (E) $1,001.09 for Fiscal Year 2010, (F) $1,200.92 for Fiscal Year 2011 and (G) the product of the prior year’s Class 9 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2012 and each Fiscal Year thereafter.

(z)“Class 9 Distribution Percentage” shall mean 0.0005% (increasing to 0.0026% for Fiscal Year 2008 and thereafter).

(aa)“Class 9 Interests” has the meaning set forth in Section 3.1.

(bb)“Class 9 Member” shall mean a Member holding a Class 9 Interest.

(cc)“Class 11 Distribution Amount” has the meaning set forth in Section 3.4.

(dd)“Class 11 Distribution Cap” shall mean (A) $32.92 for Fiscal Year 2006, (B) $71.07 for Fiscal Year 2007, (C) $103.43 for Fiscal Year 2008, (D) $147.29 for Fiscal Year 2009, (E) $1,347.63 for Fiscal Year 2010, (F) $1,616.63 for Fiscal Year 2011 and (G) the product of the prior year’s Class 11 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2012 and each Fiscal Year thereafter.

(ee)“Class 11 Distribution Percentage” shall mean 0.0005% (increasing to 0.0035% for Fiscal Year 2010 and thereafter).

(ff)“Class 11 Interests” has the meaning set forth in Section 3.1.

(gg)“Class 11 Member” shall mean a Member holding a Class 11 Interest.

(hh)“Closing Date” shall mean, with respect to a Call Right, the date specified by the Managing Member for the closing of the purchase and sale of Call Interests.

(ii)“Code” has the meaning set forth in Section 3.2.

(jj)“Company” has the meaning set forth in the preamble hereto.

(kk)“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to

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such beginning adjusted tax basis; provided that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Gross Asset Value of the asset is positive, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

(ll)“Event of Forfeiture” means, with respect to any Member, that such Member has breached Section 8.1, and such breach has not been cured, if curable, within 15 days following notice by the Managing Member of such breach.

(mm)“Fair Market Multiple” shall mean twelve (12); provided that if in the good faith judgment of the Managing Member it is clear that such multiple is not within the range of multiples that would result at the time of such determination in fair market value being paid in respect of any Interests called pursuant to a Call Right, taking into account such factors as, without limitation, then existing market conditions, the Company’s business risk profile and such other factors as may be relevant to such determination, then the Managing Member shall in good faith, after consultation with the Executive Committee, establish an appropriate process for determining a Fair Market Multiple within such range.

(nn)“Fair Market Value” has the meaning set forth in Section 5.4.

(oo)“Fiscal Year” shall have the meaning set forth in Section 2.8.

(pp)“Good Reason” shall mean, with respect to any Member having an effective employment agreement with the Company and containing such a definition, “Good Reason” as defined in such agreement for as long as such agreement is in effect, but the concept of a termination for Good Reason and the rights and obligations under this Agreement associated therewith shall be inapplicable and of no force and effect for any other Member or at any other time.

(qq) “Gross Asset Value” means, with respect to any Company asset, the adjusted basis of such asset for Federal income tax purposes, except as follows:

(1)The initial Gross Asset Value of any Company asset (other than cash) contributed by a Member to the Company shall be the gross fair market value of such Company asset as of the date of such contribution, as determined in good faith by the Managing Member;

(3)The Gross Asset Value of each Company asset shall be adjusted to equal its respective gross Fair Market Value, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets (other than cash) as consideration for all or part of its Interest unless the Managing Member determines that such adjustment is not necessary to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1 (b)(2)(ii)(g);

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(3)The Gross Asset Value of a Company asset distributed to any Member shall be the gross fair market value of such Company asset as of the date of distribution thereof, as determined in good faith by the Managing Member; and

(4)If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subparagraphs (1) or (2) above, such Gross Asset Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such Company asset for purposes of computing Net Profits and Net Losses.

(rr)“Interest” has the meaning set forth in Section 2.7.

(ss)“Interest Schedule” has the meaning set forth in the preamble hereto.

(tt)“Investment Management Services” shall mean any services which involve (i) the management, for a fee or other remuneration, of an account, investment company, investment vehicle or fund, or, in each case, a portion thereof or group thereof, or (ii) the giving of advice, for a fee or other remuneration, with respect to the investment of specific assets or funds (or a specific portion thereof) or any specific group of assets or funds; provided, however, that Investment Management Services shall not include (A) the giving of general investment advice that is not related to an identifiable investment account or fund (or portion thereof) or group of investment accounts or funds for which the advisor (or the entity for which such advisor is employed or provides services) does not receive any fee or other remuneration and (B) services described under clauses (i) and (ii) that are on behalf of the Member or his or her family or accounts that are beneficially owned by the Member or his or her family.

(uu)“J.A.M.S. Rules” has the meaning set forth in Section 8.15.

(vv)“Limited Holder” has the meaning set forth in Section 5.3(c).

(ww)“Maestro” has the meaning set forth in the preamble hereto.

(xx)“Managing Member” has the meaning set forth in Section 4.1(a).

(yy)“Member” has the meaning set forth in the preamble hereto.

(zz)“Net Profit” or “Net Loss” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (including for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1)), with the following adjustments:

(1)Any income of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be added to such taxable income or loss;

(2)Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code

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expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) (other than expenses in respect of which an election is properly made under Section 709 of the Code), and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss;

(3)In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (2) or (3) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain (if the adjustment increases the Gross Asset Value of an asset) or loss (if the adjustment decreases the Gross Asset Value of an asset) from the disposition of such Company asset for purposes of computing Net Profit or Net Loss;

(4)Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the Company asset disposed of, notwithstanding that the adjusted tax basis of such Company asset may differ from its Gross Asset Value;

(5)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; and

(6)Any items separately allocated under Section 3.3(d) will be disregarded.

(aaa) “NIHI” has the meaning set forth in the preamble hereto.

(bbb) “Non-Managing Members” shall mean any Person holding Class 2, Class 7, Class 9 or Class 11 Interests.

(ccc) “Notices” has the meaning set forth in Section 8.4.

(ddd) “Nuveen Investments” has the meaning set forth in the preamble hereto.

(eee) “Nuveen” has the meaning set forth in the preamble hereto.

(fff)“Original Operating Agreement” has the meaning set forth in the preamble hereto.

(ggg) “Performance Fees” shall mean all fees paid to the Company and its Subsidiaries by clients based on the performance of the related client account(s), where the amount of such fee for a performance period could, as a result of the applicable fee structure, exceed fifty percent (50%) of the amount of the applicable asset-based fee payable with respect to such account(s) for the same period.

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(hhh)“Permitted Transferee” shall mean any Person to whom a Member is permitted to Transfer all or a portion of his Interests pursuant to Section 5.1.

(iii)“Person” shall mean any individual, partnership (limited or general), corporation, limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

(jjj)“Prohibited Investment Management Services” shall mean, directly or indirectly, for or on behalf of any Person other than the Company or any of its Affiliates, performing any Investment Management Services that are directly competitive with the Investment Management Services provided or under development by the Company or any of its Affiliates, whether being provided in the capacity as a named advisor or through a sub-advisory role.

(kkk) “Prohibited Solicitation Activities” shall mean any of the following activities, whether undertaken directly or indirectly:

(1)attempt in any manner to persuade any client of Nuveen Investments, the Company or any of their respective Affiliates (or any person who was a client within the six-month period preceding such attempt) to cease to do business or to reduce the amount of business which any client has customarily done or contemplates doing with Nuveen Investments, the Company or any of their respective affiliates, whether or not the relationship between Nuveen Investments, the Company or such affiliate and such client was originally established, in whole or in part, through the Member’s efforts;

(2)solicit, for the purpose of providing Investment Management Services, any client of Nuveen Investments, the Company or any of its Affiliates (or person who was a client within the six-month period preceding such solicitation) unless such solicitations are rendered as an employee of the Company, whether or not the relationship between Nuveen Investments, the Company or any of its Affiliates and such client was originally established, in whole or in part, through the Member’s efforts;

(3)solicit for employment or service any person employed by or providing services to Nuveen Investments, the Company or any of their respective affiliates or any person who was during the six-month period preceding such solicitation employed by or providing services to Nuveen Investments, the Company or any of their respective affiliates; and

(4)hire as an employee, consultant or service provider any person (excluding any third-party independent professional service provider) employed by or providing services to Nuveen Investments, the Company or any of their respective affiliates or any person who was during the six-month period preceding such solicitation employed by or providing services to Nuveen Investments, the Company or any of their respective affiliates.

(lll)“Purchase and Sale Agreement” has the meaning set forth in Section 5.4.

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(mmm)“Repurchase Price” shall mean the price paid or payable by the Company to a Member in respect of his or her Interests as set forth under Section 5.4.

(nnn) “Restricted Period” shall have the meaning set forth in Section 8.1(a).

(ooo) “SAMI” has the meaning set forth in the preamble hereto.

(ppp) “Securities Act” shall mean the Securities Act of 1933, as amended.

(qqq) “Termination of Employment” shall mean when a Member ceases to be employed by the Company or one of its Affiliates for any reason; provided, however, that a vacation, sick leave or leave of absence taken by such Member in accordance with the employment rules and policies applicable to the Company shall not constitute a Termination of Employment; provided, further, that the failure of such Member to return to work upon expiration of any vacation, sick leave or leave of absence shall constitute a Termination of Employment on such date as is determined by the employment rules and policies applicable to the Company.

(rrr) “Trade Secrets and Confidential Information” has the meaning set forth in Section 8.1.

(sss) “Transfer” has the meaning set forth in Section 5.1.

ARTICLE II

ORGANIZATION AND GENERAL PROVISIONS

Section 2.1Name of the Company. The name of the Company stated in its Articles of Organization is “Symphony Asset Management LLC.”

Section 2.2Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Limited Liability Act, as may be amended from time to time (the “Act”).

Section 2.3Registered Office; Registered Agent. The registered office of the Company in the State of California is 555 California Street, Suite 2975, San Francisco, California, 94104, and the registered agent of the Company at such address is Neil L. Rudolph.

Section 2.4Principal Office. The principal office of the Company is located at 555 California Street, Suite 2975, San Francisco, California, 94104.

Section 2.5Term. The Company shall continue in existence until March 31, 2025, unless sooner dissolved as provided in this Agreement or the Act.

Section 2.6Members. The name and mailing address of each Member is set forth on Exhibit B hereto.

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Section 2.7Title to Property. A Member’s interest in the Company (each, an “Interest”) shall for all purposes be personal property. No holder of Interests or Member shall have any interest in specific Company assets or property, including assets or property contributed to the Company by such Member as a part of any capital contribution. The Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of California

Section 2.8Fiscal Year. The Fiscal Year of the Company (the “Fiscal Year”) shall be from January 1st to December 31st.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS;
DISTRIBUTIONS

Section 3.1Classes of Membership Interests; Capital Contributions; Vesting.

(a)There shall be five classes of Interests: “Class 1 Interests,” “Class 2 Interests,” “Class 7 Interests,” “Class 9 Interests” and “Class 11 Interests.” The Company may in its discretion issue certificates to the Members representing the Interests held by each Member. As of the date hereof, Nuveen Investments owns the Class 1 Interests (formerly the Class 1 and Class 4 Interests), and NIHI owns the Class 2 Interests (formerly the Class 3 Interests). The initial capital accounts of Nuveen Investments and NIHI shall be the capital accounts of Nuveen Investments and NIHI immediately prior to the date hereof in respect of their former Class 1, 3 and 4 Interests, as the case may be. As of the date hereof, the other Members own the Class 7, Class 9 and Class 11 Interests set forth opposite their names on the Interest Schedule. The initial capital accounts of such other Members shall be as set forth on the Interest Schedule. The assets and liabilities of the Company shall be held as a whole and shall not be accounted for separately for each class of Interests. The Members shall not be obligated to make any capital contributions to the Company, and all Interests issued to the Members shall be nonassessable.

(b)The Class 1 and 2 Interests are all fully vested as of the date hereof. The Class 7 Interests shall vest in one installment on June 30, 2007. The Class 9 Interests shall vest in one installment on June 30, 2009. The Class 11 Interests shall vest in one installment on June 30, 2011. The Managing Member may, in its sole discretion, with the prior written consent of the applicable Member to whom Interests are issued, modify such vesting as applicable to such Member and the consequences of an Event of Forfeiture.

Section 3.2Capital Accounts. A separate capital account shall be maintained for each Member and such capital accounts shall be maintained in accordance with the provisions of § 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. Except as expressly set forth herein, no Member shall be entitled to withdraw any portion of its capital account. No Member shall be entitled to receive any interest on its capital account. The original capital account established for any Member who acquires any Interests by virtue of a Transfer in accordance with the terms of this Agreement shall be in the same amount as, and shall replace, the capital account of the transferor of such Interests, and, for purposes of this Agreement, such Member shall be deemed to have

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made the capital contributions made by the transferor of such Interests (or made by such transferor’s predecessor in interest). In the event the transferor of such Interests retains any Interests, the transferor shall transfer a pro rata portion of the transferor’s capital account associated with such Interests to the transferee. Upon liquidation of the Company or of any Member’s Interest (in each case as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which such liquidation occurs (other than those made pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(b)(2) and -1(b)(2)(ii)(b)(3)), by the end of such taxable year (or, if later, within 90 days after the date of such liquidation).

Section 3.3Allocation of Net Profit and Net Loss.

(a)If the Company has a Net Profit for the Fiscal Year, such Net Profit shall be allocated among the Members for purposes of maintaining the Members’ capital accounts in the following manner:

(1)First, to all Class 7 Members in proportion to their respective Class 7 Interests until the cumulative amounts allocated to the Class 7 Members pursuant to this Section 3.3(a)(1) (net of cumulative Net Loss allocated to the Class 7 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 7 Members pursuant to Section 3.4(c) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(f));

(2)Second, to all Class 9 Members in proportion to their respective Class 9 Interests until the cumulative amounts allocated to the Class 9 Members pursuant to this Section 3.3(a)(2) (net of cumulative Net Loss allocated to the Class 9 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 9 Members pursuant to Section 3.4(d) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(f));

(3)Third, to all Class 11 Members in proportion to their respective Class 11 Interests until the cumulative amounts allocated to the Class 11 Members pursuant to this Section 3.3(a)(3) (net of cumulative Net Loss allocated to the Class 11 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 11 Members pursuant to Section 3.4(e) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(f)); and

(4)Thereafter, all such Net Profits shall be allocated solely to the Class 1 and Class 2 Members in proportion to their respective Class 1 and Class 2 Interests, with 51% of such Net Profits allocated to the Class 1 Members, as a group, and 49% of such Net Profits allocated to the Class 2 Members, as a group.

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(b)For each Fiscal Year, if the Company has a Net Loss for the Fiscal Year, such Net Loss shall be allocated:

(1)First, to the Class 1 and Class 2 Members in proportion to their respective positive capital account balances until such balances are reduced to zero, with 51% of such Net Loss allocated to the Class 1 Members, as a group, and 49% of such Net Loss allocated to the Class 2 Members, as a group;

(2)Second, to the Class 7 Members, Class 9 Members and Class 11 Members in proportion to their respective positive capital account balances until such balances are reduced to zero; and

(3)Thereafter, solely to the Class 1 and Class 2 Members in proportion to their respective Class 1 and Class 2 Interests, with 51% of such Net Loss allocated to the Class 1 Members, as a group, and 49% of such Net Loss allocated to the Class 2 Members, as a group.

(c)It is the intent of the Members that each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated for federal income tax purposes in accordance with this Section 3.3 to the fullest extent permitted by §§ 704(b) and (c) of the Code and the Treasury Regulations promulgated thereunder. This Agreement shall be deemed to include a “qualified income offset” in accordance with Treasury Regulation section 1.704-1(b)(2)(ii)(d). The Managing Member will be authorized to make appropriate amendments to the allocations of items pursuant to this Section 3.3 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations thereunder or to effect the terms, purposes and conditions of this Agreement; provided that no such change has a material adverse effect upon the amount distributable to any Member hereunder.

(d)For purposes of this Section 3.3, Depreciation shall be allocated solely to the Class 1 and Class 2 Members in proportion to their Class 1 and Class 2 Interests, with 51% of such Depreciation allocated to the Class 1 Members, as a group, and 49% of such Depreciation allocated to the Class 2 Members, as a group. A portion of the gain attributable to the sale or other disposition of a Company asset (including any gain treated as recognized upon the upward revaluation of the Gross Asset Value of a Company asset), in a cumulative amount up to the amount of Depreciation previously recognized with respect to such asset, shall be allocated solely to the Class 1 and Class 2 Members in proportion to their Class 1 and Class 2 Interests, with 51% of such Depreciation allocated to the Class 1 Members, as a group, and 49% of such Depreciation allocated to the Class 2 Members, as a group.

(e)Notwithstanding anything to the contrary contained herein, in the event of the sale of all or substantially all of the assets of the Company (or an adjustment to the Gross Asset Value of any Company assets pursuant to subparagraph (2) or (3) of the definition of Gross Asset Value), Net Profit or Net Loss, as the case may be, for the Fiscal Year in which such sale is consummated (or such adjustment occurs) will be allocated in a manner that has the effect of reducing the difference between the Capital Account of each Member and the fair market value of the Interests held by each such Member (based on the relative fair market value of all such Interests and the price in such sale), in proportion to such differences. For purposes of this

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Section 3.3(e), the fair market value of the Interests shall be determined by an appropriate process established by the Managing Member acting in good faith after consultation with the Executive Committee.

Section 3.4Distributions.

Except as provided in this Section 3.4, no Member shall be entitled to receive any distribution from the Company without the consent of the Managing Member. The distributions payable under this Section 3.4 with respect to any Interest for a given Fiscal Year shall be payable to the Member who holds such Interests of record as of the end of such Fiscal Year.

(a)As promptly as practicable after the close of each Fiscal Year, each Class 1 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 1 Interests it holds) of:

(1)for Fiscal Year 2005, an amount equal to the sum of the expenses of depreciation and amortization of leasehold improvements for such Fiscal Year and the product of (A) fifty-one percent (51%) multiplied by (B) Adjusted EBITA for Fiscal Year 2005;

(2)for Fiscal Year 2006 and each Fiscal Year thereafter, an amount equal to the sum of the expenses of depreciation and amortization of leasehold improvements for such Fiscal Year and the product of (A) fifty-one percent (51%) multiplied by (B) the Adjusted EBITA for the applicable Fiscal Year less the Class 7 Distribution Amount, the Class 9 Distribution Amount and the Class 11 Distribution Amount, if any, for the applicable Fiscal Year.

(b)As promptly as practicable after the close of each Fiscal Year, each Class 2 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 2 Interests it holds) of:

(1)for Fiscal Year 2005, an amount equal to the product of (A) forty-nine percent (49%) multiplied by (B) Adjusted EBITA for Fiscal Year 2005;

(2)for Fiscal Year 2006 and each Fiscal Year thereafter, an amount equal to the product of (A) forty-nine percent (49%) multiplied by (B) Adjusted EBITA for the applicable Fiscal Year less the Class 7 Distribution Amount, the Class 9 Distribution Amount and the Class 11 Distribution Amount, if any, for the applicable Fiscal Year.

(c)For Fiscal Year 2006 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 7 Interest shall be entitled to receive a distribution in respect of each Class 7 Interest held by such holder equal to the Class 7 Distribution Percentage for such Fiscal Year multiplied by the Adjusted EBITA Excess Amount for such Fiscal Year (the aggregate of all payments to such holders of Class 7 Interests, the “Class 7 Distribution Amount”); provided, however, that in no event shall the Class 7 Distribution Amount on a per Interest basis exceed the Class 7 Distribution Cap for the applicable Fiscal Year.

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(d)For Fiscal Year 2006 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 9 Interest shall be entitled to receive a distribution in respect of each Class 9 Interest held by such holder equal to the Class 9 Distribution Percentage for such Fiscal Year multiplied by the Adjusted EBITA Excess Amount for such Fiscal Year (the aggregate of all payments to such holders of Class 9 Interests, the “Class 9 Distribution Amount”); provided, however, that in no event shall the Class 9 Distribution Amount on a per Interest basis exceed the Class 9 Distribution Cap for the applicable Fiscal Year.

(e)For Fiscal Year 2006 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 11 Interest shall be entitled to receive a distribution in respect of each Class 11 Interest held by such holder equal to the Class 11 Distribution Percentage for such Fiscal Year multiplied by the Adjusted EBITA Excess Amount for such Fiscal Year (the aggregate of all payments to such holders of Class 11 Interests, the “Class 11 Distribution Amount”); provided, however, that in no event shall the Class 11 Distribution Amount on a per Interest basis exceed the Class 11 Distribution Cap for the applicable Fiscal Year.

(f)Notwithstanding the foregoing, in the event that the amount distributable under Sections 3.4(a), (b), (c), (d) and (e) would exceed the Net Profit for the Fiscal Year, the Managing Member shall have the authority to reduce such distributions to an amount equal to such Net Profit; provided that such reduction shall be made in the following order: (i) first, to the amount distributable under Section 3.4(a), (ii) second, to the amount distributable under Section 3.4(b), (iii) third, to the amount distributable under Section 3.4(c), (iv) fourth, to the amount distributable under Section 3.4(d), and (iv) fifth, to the amount distributable under Section 3.4(e). In the event of any such reduction, the amount distributable by the Company under such Sections in subsequent Fiscal Years shall be increased by the amount of the prior reduction to the extent that the Net Profits in subsequent Fiscal Years exceed the amounts distributable under Sections 3.4(a), (b), (c), (d) and (e) with respect to such Fiscal Years.

ARTICLE IV

MANAGEMENT OF THE COMPANY

Section 4.1Management in General.

(a)The management and control of the business of the Company shall be vested exclusively in a position entitled the “Managing Member,” and the Managing Member shall have exclusive power and authority, in the name of and on behalf of the Company, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company; with or without the vote or consent of the Members in their capacity as such, except as specifically provided in this Agreement. Members, in their capacity as such, shall have no right to terminate this Agreement or to appoint, select, vote for or remove the Managing Member, the officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Managing Member shall have the power to sign for or bind the Company to any agreement or document in its capacity as a Member, but the Managing Member may delegate the

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power to sign for or bind the Company to one or more officers. None of the Managing Member nor any of the Members shall have any fiduciary duties to the Members; provided that the foregoing shall not eliminate any obligation of the Managing Member and the Members to act in good faith hereunder.

(b)The authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the Company, or to protect and preserve the Company’s assets, any such action taken by the Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Managing Member may delegate any or all of the foregoing powers to one or more of the officers.

(c)The Managing Member need not be a resident of the State of California. The Managing Member is required to be a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. As of the date hereof, the Managing Member shall be NIHI. The Managing Member shall devote such time to the business and affairs of the Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event shall not be required to devote full time to the performance of such duties and may delegate such duties and responsibilities as provided in this Agreement.

(d)Any Person dealing with the Company, the Managing Member or any Member may rely upon a certificate signed by the Managing Member as to (i) the identity of the Managing Member or any Member, (ii) any factual matters relevant to the affairs of the Company; (iii) the Persons who are authorized to execute and deliver any document on behalf of the Company; or (iv) any action taken or omitted by the Company or the Managing Member.

(e)The Managing Member (whether an initial or a successor Managing Member) shall cease to be the Managing Member upon the earlier of (i) such Managing Member’s resignation or (ii) such Managing Member’s removal pursuant to the affirmative vote of the Members holding a majority of the Class 1 and Class 2 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or being removed, may be filled by appointment of a successor by the Members holding a majority of the Class 1 and Class 2 Interests.

Section 4.2Management Expenses and Fees.

(a)The Company shall pay or reimburse the Managing Member for all reasonable travel expenses incurred by the Managing Member acting in its role as Managing Member.

(b)The Company shall pay an annual Performance Fee-related management fee to the Managing Member equal to fifty percent (50%) of the Performance Fees (net of any

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applicable fee waivers or reimbursements) accrued by the Company and its Subsidiaries for the applicable Fiscal Year.

(c)In respect of distribution, operational, administrative and other services made available to the Company by the Managing Member, the Company will pay to Nuveen a fee for each Fiscal Year equal to the amount by which (i) the Company’s pre-bonus operating income (which for purposes of this Section 4.2(c) shall be net of all performance-based fees and depreciation and amortization (other than amortization of goodwill and intangible assets of the Company)) exceeds (ii) an amount equal to 75% of the Company’s net revenues for such Fiscal Year (exclusive of performance-based fees and any fees described in Section 4.2(b)), if any only if the amount determined under clause (i) exceeds the amount determined under clause (ii).

Section 4.3Officers. The officers of the Company shall be appointed by the Managing Member and shall include a Chief Executive Officer, President, Chief Financial Officer, Secretary and two Assistant Secretaries and such other officers as the Managing Member from time to time may deem proper. All officers so designated shall each have such powers and duties as from time to time may be conferred by the Managing Member, which shall initially be as set forth on Exhibit C hereto. The officers of the Company shall have the power to execute bonds, mortgages and other contracts on behalf of the Company. The Managing Member may from time to time appoint such other officers (including a Treasurer and one (1) or more Vice Presidents and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be prescribed by the Managing Member. Any number of titles may be held by the same person. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death, until he or she shall resign, or until he or she shall have been removed, either with or without cause, by the Managing Member in its sole discretion. The salaries and other compensation, if any, of the officers and agents of the Company shall be fixed by the Managing Member. Any delegation pursuant to this Section 4.3 may be revoked at any time by the Managing Member. As of the date hereof, Jeffrey L. Skelton shall be President and Chief Executive Officer of the Company, Neil L. Rudolph shall be Chief Financial Officer and Secretary of the Company.

ARTICLE V

TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL MEMBERS; CALL
RIGHTS

Section 5.1Transferability of Interests.

(a)Except as set forth in this Section 5.1 or in Section 5.4, no Permitted Transferee or Member may assign, sell, transfer or otherwise dispose of, whether voluntarily or involuntarily, in whole or in part (any such transaction, a “Transfer”), any of its Interests unless the permitted Transferee or Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion (provided that the Managing Member shall not unreasonably withhold its consent to any Transfer made by a Member to the spouse, children or grandchildren of that Member, or a trust for their benefit);

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provided that any Permitted Transferee and any Member may Transfer his or her Interests pursuant to applicable laws of descent and distribution following the death of such Permitted Transferee or Member. No Permitted Transferee or non-Managing Member may pledge or encumber, whether voluntarily or involuntarily, in whole or in part, any of its Interests unless the Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion.

(b)Upon any Transfer, the Permitted Transferee must become a party to this Agreement and be bound by all of the terms and conditions of this Agreement, including, but not limited to, Section 5.3. Any Permitted Transferee whose acquisition of Interests is permitted in accordance with this Section 5.1 shall not become a Member of the Company, but shall instead acquire the rights of an assignee under the provisions of the Act. The right of any Permitted Transferee to receive the distributions contemplated in Article III shall be subject to the vesting and repurchase provisions applicable to the Member to whom the Interests were initially issued.

(c)In no event shall the Transfer by a Member of his or her Interests relieve such Member of any obligations arising under this Agreement, including any obligations under Section 8.1. Until such time as all of the Interests issued to a Member are forfeited or repurchased, the Member who Transfers the Interests shall continue to be a Member and to be bound by the terms of this Agreement, and shall continue to exercise all voting and consent rights with respect to the Interests transferred.

(d)Every Transfer of Interests permitted under this Section 5.1 shall be subject to the following requirements:

(1)The Member transferring such Interests (or the executor or administrator of his or her estate) or the executor or administrator of the estate of any deceased Permitted Transferee shall establish that the proposed Transfer will not cause or result in a breach of any agreement binding upon the Company or any violation of law, including without limitation, federal or state securities laws, and the proposed Transfer would not cause the Company to be an investment company as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC;

(2)The Member (or the executor or administrator of his or her estate) or the executor or administrator of the estate of any deceased Permitted Transferee transferring such Interests shall have complied with all provisions of this Agreement, including, without limitation, this Section 5.1; and

(3)The transferee shall execute a counterpart of this Agreement and shall deliver such other documents or instruments as may be required by the Managing Member to reflect the provisions hereof, which may include without limitation, a favorable opinion of reputable legal counsel.

(e)Any purported Transfer, pledge or encumbrance of any Interest or any part thereof not in compliance with this Agreement shall be void and of no force or effect.

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Section 5.2Admission of Additional Members. Except as provided in Section 5.1, one or more additional Class 7 Members, Class 9 Members or Class 11 Members may be admitted to the Company only with the consent of the Members holding a majority of the Interests of the Class to which such additional Members are to be admitted; provided, however, that no such consent shall be required if the addition of such Members does not result in any dilution to the distributions that would otherwise be made hereunder with respect to the applicable Class of Interests. Except as provided in Section 5.1, one or more additional Class 1 Members or Class 2 Members may be admitted to the Company upon consent of the Managing Member.

Section 5.3Forfeiture of Interests.

(a)Forfeiture of Unvested Interests upon Termination of Employment. Upon the Termination of Employment of a Member (other than a termination by the Company without Cause or, to the extent such definition is applicable to the Member, by such Member for Good Reason, or the death or permanent disability (as such term is used in the disability plan of Nuveen Investments applicable to such Members) of such Member), any unvested Interests of such Member shall automatically be forfeited, without any further action by the Company or the former Member, and without the payment of any amounts in respect of such forfeited Interests. Upon the Termination of Employment of a Member due to the death or permanent disability of a Member, a number of unvested Interests of such Member shall automatically vest as is equal to (A) the number of unvested Interests held by such Member as of such Termination of Employment multiplied by (B) the quotient obtained by dividing (i) the number of days following the date hereof to the date of such Termination of Employment by (ii) the total number of days between the date hereof and the regularly scheduled vesting date of the applicable Interests (such number of Interests rounded to the nearest whole Interest); any other unvested Interests of such Member shall automatically be forfeited, without any further action by the Company or the former Member, and without the payment of any amounts in respect of such forfeited Interests. For the avoidance of doubt, a Termination of Employment of a Member shall not affect such Member’s vested Interests, and a Termination of Employment of a Member by the Company without Cause or, to the extent such definition is applicable to the Member, by the Member for Good Reason will not result in any forfeiture or otherwise affect the vesting of any unvested Interests; any vested Interests, any unvested Interests that are not forfeited, and a Member’s related status as such, shall remain subject to the terms of this Agreement.

(b)Forfeiture of Interests upon an Event of Forfeiture. Upon the occurrence of any Event of Forfeiture by a Member, such action shall be deemed a breach of this Agreement and any Interests of such Member, whether or not vested, shall automatically be forfeited, without any further action by the Company or the former Member, and without the payment of any amounts in respect of such forfeited Interests.

(c)Voluntary Forfeiture. Any Member who, together with his or her Permitted Transferees (if any), does not hold more than forty (40) Interests of any Class of Interests (any such Member, a “Limited Holder”) may, prior to the first date on which the Interests of the applicable Class could have been called, voluntarily forfeit all (but not less than all) of his or her remaining Interests in the Company.

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(d)Forfeited Interests. Forfeited Interests shall cease to have any rights or to be entitled to any payments whatsoever hereunder, including in respect of any distribution or Call Right proceeds (other than any distribution under Section 3.4(c), (d) or (e) with respect to the Fiscal Years preceding the forfeiture (calculated without regard to Section 3.4(f)) to the extent not previously distributed); provided, however, that in the event the amount distributable under Section 3.4(a), (b), (c), (d) and (e) exceeds the Net Profit for the Fiscal Year preceding the forfeiture, the amount of the distribution with respect to such Forfeited Interest shall be reduced to in the manner, order and priority provided in Section 3.4(f); provided, further, that (A) any such reduction shall be paid to the forfeiting Member in subsequent Fiscal Years until the reduction amount has been fully paid, and (B) with respect to each subsequent Fiscal Year, the amount of the reduction shall be paid in such Fiscal Year to the extent that the Net Profits in such Fiscal Year exceeds the amounts distributable under Section 3.4(a), (b), (c), (d) and (e) with respect to such Fiscal Years.

Section 5.4Call Right.

(a)The Managing Member will have the right (“Call Right”) at its election to require the Non-Managing Members to sell their respective Class 7 Interests, Class 9 Interests and Class 11 Interests to the Managing Member in accordance with this Section 5.4 for a Repurchase Price equal to the Fair Market Value for such Interests to be paid in cash, or if the Managing Member and the applicable Non-Managing Members mutually agree, in a combination of cash and common stock of the Managing Member or its Affiliates. The Managing Member shall be the purchaser in acquisitions pursuant to the exercise of any Call Right.

(b)The Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2009 and 2010 with respect to 100.00% of the Class 7 Interests, once during the first quarter of Fiscal Years 2010, 2011, 2012 with respect to 100.00% of the Class 9 Interests, and once during the first quarter of Fiscal Years 2012, 2013 and 2014 with respect to 100.00% of the Class 11 Interests, in each case upon written notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that the Managing Member may not exercise its Call Right with respect to the Class 9 Interests unless it shall first have exercised its Call Right with respect to the Class 7 Interests, and may not exercise its Call Right with respect to the Class 11 Interests unless it shall first have exercised its Call Right with respect to the Class 9 Interests. Such written notice will set forth the Closing Date on which such purchase will occur.

(c)In the event the Managing Member proposes to effect any Change of Control Transaction, the Managing Member shall have the right (the “Change of Control Call Right”), which shall be in addition to its Call Rights under Section 5.4(a), at its election to require the Non-Managing Members to sell 100% of the Class 7 Interests, Class 9 Interests and Class 11 Interests held by such Members as of such time to the Managing Member or to a non-affiliated third party involved in the Change of Control Transaction (an “Acquiror”) in accordance with this Section 5.4 for a per Interest purchase price equal to the Fair Market Value for such Call Interests, with such purchase price to be paid in cash or, in the case of a sale to an Acquiror, to be paid in such other form of consideration as is being paid in respect of the Class 1 Interests and Class 2 Interests. The Managing Member may exercise its Change of Control Call

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Right upon written notice to the Non-Managing Members setting forth the Closing Date, which shall be shortly before or substantially simultaneous with the consummation of the Change of Control Transaction, but in any event no earlier than ten business days following the date of delivery of such notice to the Non-Managing Members. In the event the Managing Member proposes to effect any Change of Control Transaction and does not exercise the foregoing Change of Control Call Right, each Non-Managing Member shall have the right to sell its Interests to the Acquiror substantially concurrently with the sale by the Managing Member and any of its applicable Affiliates, and the Managing Member shall require the Acquiror to so purchase such Interests for a per Interest purchase price equal to the Fair Market Value for such Interests, with such purchase price to be paid in cash or to be paid in such other form of consideration as is being paid in respect of the Class 1 and 2 Interests.

(d)The Company shall pay any Repurchase Price to the applicable Member (or his or her permitted transferees) under this Section 5.4 no later than the later of (i) the Closing Date for the Called Interests and (ii) the date on which the applicable Member (and, if applicable, his or her permitted transferees) executes and delivers a Purchase and Sale Agreement relating to the repurchase provided for herein.

(e)For any Interest that is a Call Interest, the “Fair Market Value” of such Interest is equal to the product of the Fair Market Multiple multiplied by the aggregate distributions in respect of such Interest pursuant to Section 3.4(c), (d) or (e), as the case may be, without giving effect to reductions, if any, to such distributions pursuant to Section 3.4(f), for the Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided, that in the event of a Change of Control Transaction, Fair Market Value with respect to any Class of Interests that was not yet entitled hereunder to receive distributions as of the Fiscal Year immediately preceding the Fiscal Year in which the Change of Control Call Right is exercised shall be determined in good faith by the Managing Member; provided further that in no event shall the aggregate Fair Market Value for all Interests called in any given Fiscal Year be less than $1,000.

(f)Each repurchase of a Member’s Interests under this Agreement shall be pursuant to a purchase and sale agreement by and between the Company and the selling Member (and, if applicable, his or her transferee), which shall be substantially in the form attached hereto as Exhibit D (the “Purchase and Sale Agreement”). On the Closing Date, upon the request of the Managing Member, the former Members shall execute a Purchase and Sale Agreement and such further instruments and documents and perform such further acts as may be reasonably required to carry out the transactions contemplated by this Section 5.4.

(g)As of any Closing Date, the Non-Managing Members shall cease to hold the Interests to be purchased on the Closing Date, and shall cease to hold the portion of their respective capital accounts attributed to such Interests, if any, and shall no longer have any rights with respect to such portion of such Interests, other than the right to receive the applicable Repurchase Price and, if the Closing Date shall occur prior to the date upon which the Non-Managing Members receive their final distributions under Section 3.4(c), (d) or (e) with respect to the preceding Fiscal Years (calculated without regard to Section 3.4(f)) to the extent not previously distributed, the right to receive such final distribution from the Company notwithstanding the repurchase of such Interests; provided, however, that in the event the amount

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distributable under Section 3.4(a), (b), (c), (d) and (e) exceeds the Net Profit for the Fiscal Year preceding the forfeiture, the amount of the final distribution with respect to such Forfeited Interest shall be reduced to in the manner, order and priority provided in Section 3.4(f); provided, further, that (A) any such reduction shall be paid to the forfeiting Member in subsequent Fiscal Years until the reduction amount has been fully paid, and (B) with respect to each subsequent Fiscal Year, the amount of the reduction shall be paid in such Fiscal Year to the extent that the Net Profits in such Fiscal Year exceeds the amounts distributable under Section 3.4(a), (b), (c), (d) and (e) with respect to such Fiscal Years.

ARTICLE VI

DISSOLUTION AND TERMINATION

Section 6.1Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the date specified for the expiration of its term in Section 2.5 hereof, (b) the written consent of a majority of the Members of each Class, (c) entry of a decree of judicial dissolution pursuant to § 17351 of the Act and (d) the sale of all or substantially all of the assets of the Company (unless, in the case of this clause (d), a majority of the Members of each Class shall determine otherwise in writing). The Managing Member shall promptly notify the Members of any dissolution of the Company.

Section 6.2Liquidation. Upon the dissolution of the Company, the Managing Member, or if there is none, the Person or Persons approved by Members holding a majority of the Class 1 and Class 2 Interests shall carry out the winding up of the Company and shall immediately commence to wind up the Company’s affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share in allocations and distributions during liquidation in the same proportions, as specified in Sections 3.3 and 3.4 as before liquidation. The proceeds of liquidation shall be distributed as set forth in Section 3.2.

Section 6.3Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in Section 6.2 and the Articles of Organization of the Company shall have been canceled in the manner required by the Act.

Section 6.4 Claims of the Members. All Members and former Members shall look solely to the Company’s assets for any return of their capital contributions, if any, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Members and former Members shall have no recourse against the Managing Member or any other Member.

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ARTICLE VII

RECORDS AND REPORTS

Section 7.1Books and Records. The Company shall, and the officers shall use all commercially reasonable efforts to enable the Company to, keep complete and accurate books of account with respect to the operations of the Company. Such books shall reflect that the Interests have not been registered under the Securities Act, and that the Interests may not be Transferred without registration under the Securities Act or exemption therefrom and without compliance with Article V. Such books shall be maintained at the principal office of the Company.

Section 7.2Accounting. The Company’s books of account shall be kept on the accrual method of accounting, or on such other method of accounting as the Managing Member may from time to time determine, with the advice of independent public accountants, and shall be closed and balanced at the end of the Fiscal Year. The taxable year of the Company shall be the twelve (12) months ended December 31 or such other taxable year as the Managing Member may designate.

Section 7.3Company Information. Each Member (other than Nuveen Investments and the Principals) shall be entitled to receive only that information that the Company is required to provide such Member under the Act or this Agreement, subject to such reasonable confidentiality restrictions as the Managing Member may determine, in its sole discretion. In addition, no Member (other than Nuveen Investments and the Principals) shall be entitled to examine the Interest Schedule for purposes other than to review (i) the number and Class of Interests that he or she holds and (ii) the total number of Interests outstanding in each such Class. Nuveen Investments and the Principals shall have the right to inspect the books and records of the Company.

Section 7.4Meetings. The Company and its officers shall hold such regular meetings at the Company’s principal place of business (or such other location as may be determined by the Managing Member) with representatives of the Managing Member as may be reasonably requested by the Managing Member from time to time. These meetings shall be attended (either in person or by telephone) by such of the officers and other employees of the Company as may be reasonably requested by the Managing Member or any of the officers. The Company will reimburse the reasonable travel expenses of such officers and employees and any representative of the Managing Member who attends any such meeting. At each meeting, the officers shall make such presentations regarding the Company and its performance, operations and budgets as may be reasonably requested by the Managing Member, and each of the attendees (whether in person or by telephone) at such meeting shall have the right to submit proposals and suggestions regarding the Company, and the attendees at the meeting shall discuss and consider such proposals and suggestions.

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ARTICLE VIII

MISCELLANEOUS

Section 8.1Restrictive Covenants.

(a)Each Member agrees that during the term of such Member’s employment with the Company or any of its Affiliates and for the period following the date of such Member’s Termination of Employment as set forth on Exhibit E attached hereto with respect to such Member (the “Restricted Period”), the Member will not engage in any Prohibited Solicitation Activity. In addition, each Member agrees that during the term of such Member’s employment with the Company or any of its Affiliates, such Member will not engage in any activity, if as a result of engaging in such activity, such Member or any of his or her Affiliates would be engaged in a Prohibited Investment Management Services.

(b)At all times during a Member’s employment with the Company or any of its Affiliates and during the Restricted Period thereafter, each Member agrees to advise the Managing Member of the identity of any prospective employer (or other service recipient) of such Member within fifteen (15) days of accepting any employment (or agreeing to perform services). The Company may serve notice upon each such employer or service provider that such Member is bound by this Agreement and/or the Purchase and Sale Agreement, and furnish each such employer or service provider with a copy of the relevant provisions of this Agreement and/or the Purchase and Sale Agreement.

(c)Each Member acknowledges that such Member currently has and will have knowledge of confidential information with respect to the Company and its Affiliates, including certain trade secrets of the Company and its Affiliates and information concerning their respective employees, businesses and clients, including, without limitation, information regarding specific client mandates, instructions and guidelines and specific client fee arrangements. Each Member shall hold in confidence for the benefit of the Company and its Affiliates all secret or confidential information, knowledge or data relating to the Company and its affiliates, and their respective businesses (including, without limitation, any information regarding specific client mandates, instructions and guidelines, specific client fee arrangements, trade secrets, research, secret data, business methods, operating procedures or programs), which shall have been obtained by or become known to such Member during the Member’s employment by the Company or any of its affiliates during the term of such Member’s membership in the Company and which shall not be or become public knowledge or generally known within the industry (other than by acts by the Member in violation of this Agreement) (collectively, the “Trade Secrets and Confidential Information”). During and after termination of any Member’s employment with the Company or any of its affiliates, such Member shall not, without the prior written consent of the Company, as may be necessary for the Member to perform the Member’s duties to the Company and its Affiliates, or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of use or disclosure purportedly so required), use, copy, transmit, communicate, divulge, disclose, or publish, or knowingly or negligently permit others to use, copy, transmit, communicate, divulge, disclose, or publish, any Trade Secrets and Confidential Information to anyone other than the Company and its Affiliates. For the purposes of this

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Section 8.1(c), particular facts and information shall not be deemed to be publicly available or generally known within the industry merely because such particular facts or information are embraced by general disclosures or knowledge or because individual features or combinations thereof are publicly available or generally known. All records, files, memoranda, reports, customer lists, documents and the like that the Member uses, prepares or comes into contact with during the course of his or her employment or status as a Member shall remain the sole property of the Company and/or one or more of its Affiliates, as applicable, and to the extent in such Member’s possession, shall be turned over to the Company or its applicable affiliate upon termination of the Member’s employment. Each Member hereby expressly consents to the use during such Member’s employment with the Company or any of its Affiliates of his name and/or likeness by the Company and its Affiliates in trade publications and other media for commercial purposes, provided that such use is reasonably related to the services provided by the Member.

(d)Each Member acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and value of the Company and to prevent the Member from interfering with the business of the Company and its Affiliates as a result of or following Termination of Employment and/or sale of the Member’s Interests; (ii) the Member’s investment in the Company is not a condition to continued employment with the Company and is a voluntary investment on the part of the Member; (iii) because of the nature of the business in which the Company and its Subsidiaries are engaged and because of the nature of the client information and confidential information to which the Member has access, it would be impractical and excessively difficult to determine the actual damages to the Company and its Subsidiaries in the event the Member breached any of the covenants of this Section 8.1; and (iv) remedies at law (such as monetary damages) for any breach of the Member’s obligations under this Section 8.1 would be inadequate. Each Member hereby acknowledges and agrees that his or her agreement to and compliance with the restrictions contained herein are not burdensome to the Member in light of the opportunities that remain open to the Member despite these restrictions. Moreover, each Member acknowledges that he or she has means available for the pursuit of a livelihood that would not result in a violation of this Section 8.1. Each Member therefore agrees and consents that if the Member commits any breach under this Section 8.1 (in such capacity, a “Breaching Member”), such breach shall constitute an Event of Forfeiture and a breach of this Agreement, and all rights with respect to the Interests held by such Member, whether vested or unvested, shall be forfeited. In addition to (and not in lieu of) any other right or remedy that may be available to the Company under this Agreement or otherwise, each Member agrees that the Company will be entitled to the following remedies:

(1)Money damages from the Breaching Member, including; without limitation, the obligation to pay over to the Company compensation received in connection with such activities, and the Company shall have the right to set off any damages incurred by it against any amounts owed to the Member by the Company; and

(2)Injunctive, declaratory or other non-monetary equitable relief to restrain any breach or otherwise to specifically enforce the provisions of this Section 8.1.

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(e)In the event that any provision of this Section 8.1 are finally determined by a court of competent jurisdiction to be unenforceable, each Member and the Company hereby agree that such court shall have jurisdiction to reform this Section 8.1 or any other provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 8.1 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company to enforce any such covenant in any other jurisdiction.

(f)A Member’s obligations, and any and all rights of the Company, under this Section 8.1 shall terminate at the end of the Restricted Period, provided that, notwithstanding the foregoing, a Member’s obligations under the Purchase and Sale Agreement shall be enforceable in accordance with the terms thereof (with the terms thereunder to run commencing effective as of the termination of employment regardless of when such Purchase and Sale Agreement is or is required to be executed and delivered).

Section 8.2Indemnification. The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless any Member, Managing Member, officer or employee (including the members of the Managing Member) of the Company from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a Member, Managing Member, officer or employee of the Company.

Section 8.3Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, the debts, obligation and liabilities of the Company, whether arising in tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be personally liable for any debt, obligation or liability of the Company solely by reason of being a Member of the Company.

Section 8.4Notices. All notices, requests, elections, consents or demands permitted or required to be made under this Agreement (“Notices”) shall be in writing, signed by the Person or Persons giving such Notice and shall be delivered personally or by confirmed facsimile, or by commercial overnight courier to the other Members, at their addresses set forth on Exhibit B, or at such other addresses as may be supplied by written notice given in conformity with the terms of this Section 8.4. All Notices to the Company shall be made to the Managing Member at the address set forth on Exhibit B, with a copy (which shall not constitute notice) to the President of the Company at the principal offices of the Company. The date of any such personal or facsimile delivery or the date of delivery by an overnight courier shall be the date of such notice.

Section 8.5Consents. Any action that may be taken by the Members at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by or on behalf of the Member or Members holding sufficient Interests to authorize or approve such action at such meeting.

Section 8.6Amendments. Except as otherwise provided in this Agreement, the Managing Member may amend this Agreement without consent of any other Member; provided that (x) no amendment to this Agreement may require any Member to make capital

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contributions to the Company or otherwise make such Member liable for the debts and obligations of the Company without such Member’s written consent, (y) any amendment of the terms of this Agreement that would adversely affect the rights or obligations associated with the Class or Classes of Interests held by any Member or group of Members shall, unless otherwise provided in this Agreement, require the written consent of the Members holding a majority of each Class or Classes of Interests so affected, and (z) any amendment of the terms of this Agreement that would adversely affect the rights or obligations associated with a Member or its Interests (other than any impact common to all holders of the particular Class of Interests, which is governed by clause (y) above) shall, unless otherwise provided in this Agreement, require the written consent of such Members so affected.

Section 8.7No Partition. No Member, nor any successor-in-interest to any Member, shall have the right while this Agreement remains in effect to have the property of the Company partitioned, or to file a complaint or institute any proceeding at law or in equity to have the property of the Company partitioned, and each Member, on behalf of himself, his successors, representatives, heirs and assigns, hereby waives any such right. It is the intent of the Members that during the term of this Agreement, the rights of the Members and their successors-in-interest, as among themselves, shall be governed by the terms of this Agreement, and that the right of any Member or successors-in-interest to Transfer or otherwise dispose of his interest in the Company shall be subject to the limitations and restrictions of this Agreement.

Section 8.8Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of California.

Section 8.9Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

Section 8.10Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. The parties hereto shall negotiate to replace such invalid provision with another provision with similar economic effect.

Section 8.11Entire Agreement. This Agreement and the schedules and exhibits hereto supersede the prior understandings and agreements among the parties with respect to the subject matter hereof and thereof.

Section 8.12Successors and Assigns; No Third Party Beneficiaries. Subject to the restrictions on Transfer set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the Members, their respective successors, successors-in-title, heirs and assigns, and each and every successors-in-interest to any Member, whether such successor acquires such interest by way of gift, purchase, foreclosure or by any other method, and each shall hold such interest subject to all of the terms and provisions of this Agreement. No provision of this Agreement is intended or shall be construed to confer upon any Person other than the Members and, subject to the restrictions on Transfer set forth herein, their respective successors and

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permitted assigns, any right, remedy or claim under or by reason of this Agreement or any part hereof.

Section 8.13Creditor. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of (i) any Member or (ii) the Company, other than a Member who is also a creditor of the Company.

Section 8.14Interpretation. All terms herein using the singular shall include the plural; all terms using the plural shall include the singular; in each case, the term shall be as appropriate to the context of each sentence. All references to herein, hereof, hereto or similar terms refer to this Agreement and the Exhibits hereto. All references to “Section,” “Article,” “Exhibit” or similar terms refer to the Sections, Articles, Exhibits hereto. Titles or captions of Articles or Sections contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

Section 8.15Arbitration of Disputes.

(a)Any dispute arising out of or relating to this Agreement, a Purchase and Sale Agreement or the negotiation, breach, termination, performance or validity thereof shall be submitted to binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”), which shall be the exclusive means for the resolution of any such dispute; provided, however, that a party may seek a preliminary injunction or other like provisional judicial relief in any court of competent jurisdiction if such action is necessary to avoid irreparable damage. If J.A.M.S./Endispute is unable or unwilling to arbitrate the matter, the matter shall be settled by arbitration conducted in accordance with the Center for Public Resources Rules for Non-administered Arbitration of Business Disputes before a neutral advisor selected by the Center for Public Resources from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California.

(b)In connection with any arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party thereto and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than seven (7) business days before the date of the arbitration, the identity of all Persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within forty-five (45) days of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any

27

other damages that are specifically excluded under this Agreement or a Purchase and Sale Agreement, and each party hereby irrevocably waives any claim to such damages.

(c)The parties covenant and agree that they will participate in any such arbitration in good faith.

(d)Each of the parties hereto (A) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (B) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or a Purchase and Sale Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address set forth opposite such party’s name on the Interest Schedule. Each of the parties hereto agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

Section 8.16Tax Treatment and Elections. The Company shall be treated as a partnership for income tax purposes, the Members shall be treated as partners for federal income tax purposes and each of the Members agrees to report consistently with such treatment. The Managing Member shall make all elections necessary to give effect to such treatment. The Managing Member shall be the “tax matters partner” of the Company within the meaning of § 6231(a)(7) of the Code and shall have the power to cause the Company to make all elections required or permitted to be made for income tax purposes. Without limiting the generality of the foregoing, the Managing Member shall make and maintain an election under § 754 of the Code on behalf of the Company, and the Members other than the Managing Member shall provide such information and sign such documents as the Managing Member may request to enable the Managing Member to make and maintain such election on behalf of the Company.

Section 8.17Liquidation Valuation Safe Harbor. (i) The Company is authorized and directed to elect the liquidation valuation safe harbor provided by proposed Treasury Regulations Section 1.83-3(1) (and any successor provision) and IRS Notice 2005-43 and (ii) the Company and each of its Members (including any person to whom an interest in the Company is transferred in connection with the performance of services) agree to comply with all requirements of such safe harbor with respect to all interests in the Company transferred in connection with the performance of services while such election remains effective.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have made this Agreement effective as of the date and year first above-written.

NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
	Name:	Alan G. Berkshire
	Title:	Sr. Executive Vice President
NUVEEN INVESTMENTS HOLDINGS, INC.
By:	/s/ Alan G. Berkshire
	Name:	Alan G. Berkshire
	Title:	Sr. Executive Vice President
Additional Member Signatures Attached

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EX-3.36

Exhibit 3.36

CERTIFICATE OF FORMATION

OF

NUVEEN GLOBAL ADVISORS, LLC

This Certificate of Formation of Nuveen Global Advisors, LLC (the “Company”), dated as of November 29, 2005, is being duly executed and filed by Margaret Isa, Esq., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is Nuveen Global Advisors, LLC.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19901.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19901.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Margaret Isa, Esq.

Margaret Isa, Esq.

Authorized Person

EX-3.37

Exhibit 3.37

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

NUVEEN GLOBAL ADVISORS, LLC

Nuveen Global Advisors, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

1.               The name of the limited liability company is Nuveen Global Advisors, LLC.

2.               The certificate of formation of the company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article the following new Article 1:

FIRST. The name of the limited liability company formed hereby is Tradewinds NWQ Global Investors, LLC.

Executed on this 23rd day of January, 2006.

/s/ Alan G. Berkshire

NWQ Holdings, LLC,

Managing Member, by

Name: Alan Berkshire

Title: Senior Vice President and

Secretary

EX-3.38

Exhibit 3.38

CERTIFICATE OF AMENDMENT

OF

TRADEWINDS NWQ GLOBAL INVESTORS, LLC

1.     The name of the limited liability company is Tradewinds NWQ Global Investors, LLC.

2.     The Certificate of Formation of the limited liability company is hereby amended as follows:

 The name of the limited liability company is amended to:

Tradewinds Global Investors, LLC

3.     This Certificate of Amendment shall be effective on 2/28/07.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 22nd day of February 2007.

/s/ John L. MacCarthy

John L. MacCarthy, Authorized Person

EX-3.39

Exhibit 3.39

Execution Copy

NUVEEN GLOBAL ADVISORS, LLC

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

JANUARY 19, 2006

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1	Definitions					1
ARTICLE II
ORGANIZATION AND GENERAL PROVISIONS
Section 2.1	Name of the Company				8
Section 2.2	Purpose				8
Section 2.3	Registered Office; Registered Agent				8
Section 2.4	Principal Office				8
Section 2.6	Members				9
Section 2.7	Title to Property				9
Section 2.8	Fiscal Year				9
ARTICLE III
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS;
DISTRIBUTIONS
Section 3.1	Classes of Membership Interests; Capital Contributions			9
Section 3.2	Capital Accounts			9
Section 3.3	Allocation of Net Profit and Net Loss			10
Section 3.4	Distributions			11
ARTICLE IV
MANAGEMENT OF THE COMPANY
Section 4.1	Management in General		13
Section 4.2	Management Expenses		14
Section 4.3	Executive Committee and Officers		14
ARTICLE V
TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL		15
Section 5.1	Transferability of Interests	15
Section 5.2	Admission of Additional Members	17
Section 5.3	Call Right and Change of Control Call Right	17

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ARTICLE VI
DISSOLUTION AND TERMINATION
Section 6.1	Dissolution		19
Section 6.2	Liquidation		19
Section 6.3	Termination		20
Section 6.4	Claims of the Members		20
ARTICLE VII
RECORDS AND REPORTS
Section 7.1	Books and Records		20
Section 7.2	Accounting		20
Section 7.3	Financial and Compliance Reports		20
Section 7.4	Meetings		20
ARTICLE VIII
MISCELLANEOUS
Section 8.2	Indemnification	23
Section 8.3	Limited Liability	23
Section 8.4	Notices	23
Section 8.4	Consents	24
Section 8.6	Amendments	24
Section 8.7	No Partition	24
Section 8.8	Governing Law	24
Section 8.9	Counterparts	24
Section 8.10	Severability	24
Section 8.11	Entire Agreement	24
Section 8.12	Successors and Assigns; No Third Party Beneficiaries	24
Section 8.13	Creditor	25
Section 8.14	Interpretation	25
Section 8.15	Tax Treatment and Elections	26

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
OF
NUVEEN GLOBAL ADVISORS, LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Nuveen Global Advisors, LLC, a Delaware limited liability company (the “Company”), dated and effective as of the 19th day of January, 2006, by and among NWQ Holdings, LLC, a Delaware limited liability company (“Holdings”), and the other individuals identified on Exhibit A hereto (the “Interest Schedule”), as members (each, a “Member” and, collectively, the “Members”), shall also be binding upon such other persons who may become Members pursuant to the terms of this Agreement.

WHEREAS, (i) the Company was formed as a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), (ii) a Limited Liability Company Agreement with respect to the Company was entered into as of November 29, 2005, between the Company and Nuveen Investments, Inc. and (iii) an Amended and Restated Limited Liability Company Agreement with respect to the Company was entered into as of January 18, 2006, between the Company and Holdings, whereupon Holdings became the sole member thereof;

WHEREAS, NWQ Investment Company, LLC (“NWQ”) and the Company entered into a contribution agreement, dated as of the date hereof, pursuant to which, among other things, NWQ will contribute its international/global equity investment management business to the Company on January 31, 2006;

WHEREAS, Holdings wishes to provide for the continued development of the global investment team by providing certain employees of the Company with an equity-based opportunity to share in the ongoing value created by the Company through the admission of such employees as Members pursuant to this Agreement; and

WHEREAS, in connection with the foregoing, the Members wish to set out fully their respective rights, powers, obligations and duties regarding the Company and its affairs, assets, liabilities and the conduct of its management, business and operations.

NOW, THEREFORE, the parties agree as set forth below.

ARTICLE I

DEFINITIONS

Section 1.1Definitions. As used in this Agreement, the following terms shall have the respective meanings specified as referred to in this Article I:

(a)“Act” has the meaning set forth in the preamble hereto.

(b)“Adjusted EBITA” for a given Fiscal Year shall mean earnings before income tax expense, investment income and interest expense, any expense related to the issuance or vesting of any Interests that have been issued or awarded on or prior to the date hereof and any expense related to the amortization of goodwill and intangible assets of the Company.

(c)“Adjusted EBITA Excess Amount” shall mean, for each Fiscal Year, the amount by which Adjusted EBITA for such Fiscal Year exceeds the Adjusted EBITA Threshold.

(d)“Adjusted EBITA Threshold” shall mean (A) for Fiscal Year 2006, $33,149,542.00, and (B) for Fiscal Year 2007 and each subsequent Fiscal Year, an amount equal to the prior Fiscal Year’s Adjusted EBITDA Threshold multiplied by one and six hundredths (1.06).

(e)“Affiliate” shall mean any individual, partnership, corporation, entity or other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified.

(f)“Agreement” has the meaning set forth in the preamble hereto.

(g)“Breaching Member” has the meaning set forth in Section 8.1.

(h)“Call Interests” shall mean, with respect to the exercise of a given Call Right, the Interests the Managing Member has elected to have purchased by the Company pursuant to such Call Right.

(i)“Call Right” shall mean the right of the Company to purchase Interests pursuant to Section 5.4.

(j)“Catch-Up Distribution” has the meaning set forth in Section 3.4.

(k)“Cause” shall mean a Member’s (i) breach of any of the material terms of this Agreement, including, without limitation, the provisions of Section 8.1 hereof; (ii) conviction, or a plea of guilty or nolo contendere, to a charge of commission of a crime involving fraud or dishonesty or otherwise engaging in illegal conduct which is or could reasonably be expected to be injurious to the business or reputation of the Company or its Affiliates; (iii) willful misconduct in the performance of a Member’s duties to the Company or its Affiliates, including, without limitation, a Member’s willful refusal to carry out any proper direction by the Managing Member or an appropriate officer of the Company; (iv) willful failure to comply with the Code of Ethics applicable to Company personnel; (v) habitual or willful neglect of duties to the Company or its Affiliates, (vi) material breach of the Confidentiality and Intellectual Property Agreement that the Member has entered into with the Company or its Affiliates; or (vii) any act that has a direct, substantial and adverse effect on the reputation, revenue or profitability of the Company or its Affiliates, provided that, with respect to any Member having an effective employment or retention agreement with the Company or its Affiliates containing a different definition of Cause (or any derivation thereof), the definition contained in such employment or retention agreement shall apply to such Member for as long as such agreement is in effect.

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(l)“Change of Control Call Right” has the meaning set forth in Section 5.4(c).

(m)“Change of Control Transaction” shall mean a sale to a third party that is not an Affiliate of the Managing Member of all or substantially all of (i) the assets of the Company or (ii) the Class 1 Interests.

(n)“Class 1 Interests” has the meaning set forth in Section 3.1.

(o)“Class 1 Member” shall mean a Member holding a Class 1 Interest.

(p)“Class 7 Distribution Amount” has the meaning set forth in Section 3.4.

(q)“Class 7 Distribution Cap” shall mean (A) $205.46 for Fiscal Year 2006, (B) $472.57 for Fiscal Year 2007 and (C) the product of the prior year’s Class 7 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2008 and each Fiscal Year thereafter.

(r)“Class 7 Distribution Percentage” shall mean three hundred sixty five hundred thousandths of a percent (0.00365%).

(s)“Class 7 Interests” has the meaning set forth in Section 3.1.

(t)“Class 7 Member” shall mean a Member holding a Class 7 Interest.

(u)“Class 8 Distribution Amount” has the meaning set forth in Section 3.4.

(v)“Class 8 Distribution Cap” shall mean $609.84 for Fiscal Year 2008 and the product of the prior year’s Class 8 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2009 and each Fiscal Year thereafter.

(w)“Class 8 Distribution Percentage” shall mean two thousand seven hundred twenty five millionths of a percent (0.002725%).

(x)“Class 8 Interests” has the meaning set forth in Section 3.1.

(y)“Class 8 Member” shall mean a Member holding a Class 8 Interest.

(z)“Class 9 Distribution Amount” has the meaning set forth in Section 3.4.

(aa)“Class 9 Distribution Cap” shall mean $938.89 for Fiscal Year 2009 and the product of the prior year’s Class 9 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2010 and each Fiscal Year thereafter.

(bb)“Class 9 Distribution Percentage” shall mean two thousand seven hundred twenty five millionths of a percent (0.002725%).

(cc)“Class 9 Interests” has the meaning set forth in Section 3.1.

(dd)“Class 9 Member” shall mean a Member holding a Class 9 Interest.

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(ee)“Class 10 Distribution Amount” has the meaning set forth in Section 3.4.

(ff)“Class 10 Distribution Cap” shall mean $1,357.89 for Fiscal Year 2010 and the product of the prior year’s Class 10 Distribution Cap and one and five one hundredths (1.05) for Fiscal Year 2011 and each Fiscal Year thereafter.

(gg)“Class 10 Distribution Percentage” shall mean two thousand seven hundred twenty five millionths of a percent (0.002725%).

(hh)“Class 10 Interests” has the meaning set forth in Section 3.1.

(ii)“Class 10 Member” shall mean a Member holding a Class 10 Interest.

(jj)“Closing Date” shall mean, with respect to a Call Right, the date specified by the Managing Member for the closing of the purchase and sale of Call Interests.

(kk)“Code” has the meaning set forth in Section 3.2.

(ll)“Company” has the meaning set forth in the preamble hereto.

(mm)“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Gross Asset Value of the asset is positive, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

(nn)“Event of Forfeiture” means, with respect to any Member, that such Member has failed to take any action required by, or has taken any action prohibited by, Section 8.1.

(oo)“Fair Market Multiple” shall mean twelve (12); provided that if in the good faith judgment of the Managing Member it is clear that such multiple is not within the range of multiples that would result at the time of such determination in fair market value being paid in respect of any Interests called pursuant to a Call Right, taking into account such factors as, without limitation, then-existing market conditions, the Company’s business risk profile and such other factors as may be relevant to such determination, then the Managing Member shall in good faith agree at such time on an appropriate process for determining a Fair Market Multiple within such range.

(pp)“Fair Market Value” has the meaning set forth in Section 5.4.

(qq)“Fixed Annual Service Fee” shall have the meaning set forth in Section 4.4.

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(rr)“Fiscal Year” shall have the meaning set forth in Section 2.8.

(ss)“Good Reason” shall mean, with respect to any Member having an effective employment agreement with the Company and containing such a definition, “Good Reason” as defined in such agreement for as long as such agreement is in effect, but the concept of a termination for Good Reason and the rights and obligations under this Agreement associated therewith shall be inapplicable and of no force and effect for any other Member or at any other time.

(tt)“Gross Asset Value” means, with respect to any Company asset, the adjusted basis of such asset for Federal income tax purposes, except as follows:

(1)The initial Gross Asset Value of any Company asset (other than cash) contributed by a Member to the Company shall be the gross fair market value of such Company asset as of the date of such contribution, as determined in good faith by the Managing Member;

(2)The Gross Asset Value of each Company asset shall be adjusted to equal its respective gross Fair Market Value, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets (other than cash) as consideration for all or part of its Interest unless the Managing Member determines that such adjustment is not necessary to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(3)The Gross Asset Value of a Company asset distributed to any Member shall be the gross fair market value of such Company asset as of the date of distribution thereof, as determined in good faith by the Managing Member; and

(4)If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subparagraphs (1) or (2) above, such Gross Asset Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such Company asset for purposes of computing Net Profits and Net Losses.

(uu)“Holdings” has the meaning set forth in the preamble hereto.

(vv)“Interest” has the meaning set forth in Section 2.7.

(ww)“Interest Schedule” has the meaning set forth in the preamble hereto.

(xx)“Investment Management Services” shall mean any services which involve (i) the management, for a fee or other remuneration, of an account, investment company, investment vehicle or fund, or, in each case, a portion thereof or group thereof, or (ii) the giving of advice, for a fee or other remuneration, with respect to the investment of specific assets or

5

funds (or a specific portion thereof) or any specific group of assets or funds; provided, however, that Investment Management Services shall not include the giving of general investment advice that is not related to an identifiable investment account or fund (or portion thereof) or group of investment accounts or funds for which the advisor (or the entity for which such advisor is employed or provides services) does not receive any fee or other remuneration.

(yy)“J.A.M.S. Rules” has the meaning set forth in Section 8.15.

(zz)“Managing Member” has the meaning set forth in Section 4.1(a).

(aaa)“Member” has the meaning set forth in the preamble hereto.

(bbb)“Net Profit” or “Net Loss” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (including for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1)), with the following adjustments:

(1)Any income of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be added to such taxable income or loss;

(2)Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) (other than expenses in respect of which an election is properly made under Section 709 of the Code), and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss;

(3)In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (2) or (3) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain (if the adjustment increases the Gross Asset Value of an asset) or loss (if the adjustment decreases the Gross Asset Value of an asset) from the disposition of such Company asset for purposes of computing Net Profit or Net Loss;

(4)Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the Company asset disposed of, notwithstanding that the adjusted tax basis of such Company asset may differ from its Gross Asset Value;

(5)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; and

6

(6)Any items separately allocated under Section 3.3(d) will be disregarded.

(ccc)“Non-Managing Members” shall mean any Person holding Class 7, Class 8, Class 9 or Class 10 Interests.

(ddd)“Notices” has the meaning set forth in Section 8.4.

(eee)“NWQ” has the meaning set forth in the preamble hereto.

(fff)“Permitted Transferee” shall mean any Person to whom a Member is permitted to Transfer all or a portion of his Interests pursuant to Section 5.1.

(ggg)“Person” shall mean any individual, partnership (limited or general), corporation, limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

(hhh)“Prohibited Investment Management Services” shall mean, directly or indirectly, for or on behalf of any Person, firm, corporation or other entity other than the Company or any of its Affiliates, performing any Investment Management Services that are competitive with the Investment Management Services provided or under development by the Company or any of its Affiliates at the time the applicable Member is or was employed by the Company, whether being provided in the capacity as a named advisor or through a sub-advisory role.

(iii)“Prohibited Solicitation Activities” shall mean any of the following activities, whether undertaken directly or indirectly:

(1)attempt in any manner to persuade any Person that the applicable Member knows or should know is a client of the Company or any of its Affiliates (or was a client within the six-month period preceding such attempt) to cease to do business or to reduce the amount of business which any client has customarily done or contemplates doing with the Company or any of its Affiliates, whether or not the relationship between the Company or such Affiliate and such client was originally established, in whole or in part, through the Member’s efforts;

(2)solicit for the purpose of providing investment management, investment advisory or related consulting services to any Person that the applicable Member knows or should know is a client of the Company or any of its Affiliates (or was a client within the six-month period preceding such solicitation) unless such solicitations are rendered as an employee of the Company, whether or not the relationship between the Company or any of its Affiliates and such client was originally established, in whole or in part, through the Member’s efforts;

(3)solicit for employment or service any person employed by or providing services to the Company or any of its Affiliates or any person who was during the six-month period preceding such solicitation employed by or providing services to the Company or any of its Affiliates; and

7

(4)hire as an employee, consultant or service provider any person employed by or providing services to the Company or any of its Affiliates or any person who was during the six-month period preceding such solicitation employed by or providing services to the Company or any of its Affiliates.

(jjj)“Purchase and Sale Agreement” has the meaning set forth in Section 5.4.

(kkk)“Repurchase Price” shall mean the price paid or payable by the Company to a Member in respect of his or her Interests as set forth under Section 5.4.

(lll)“Restricted Period” shall have the meaning set forth in Section 8.1(a).

(mmm)“Securities Act” shall mean the Securities Act of 1933, as amended.

(nnn)“Termination of Employment” shall mean when a Member ceases to be employed by the Company or one of its Affiliates for any reason; provided, however, that a vacation, sick leave or leave of absence taken by such Member in accordance with the employment rules and policies applicable to the Company shall not constitute a Termination of Employment; provided, further, that the failure of such Member to return to work upon expiration of any vacation, sick leave or leave of absence shall constitute a Termination of Employment on such date as is determined by the employment rules and policies applicable to the Company.

(ooo)“Trade Secrets and Confidential Information” has the meaning set forth in Section 8.1.

(ppp)“Transfer” has the meaning set forth in Section 5.1.

ARTICLE II

ORGANIZATION AND GENERAL PROVISIONS

Section 2.1Name of the Company. The name of the Company stated in its Articles of Organization is “Nuveen Global Advisors, LLC.”

Section 2.2Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

Section 2.3Registered Office; Registered Agent. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent of the Company at such address is The Corporation Trust Company.

Section 2.4Principal Office. The principal office of the Company is located at 2049 Century Park East, 16th Floor, Los Angeles, California 90067.

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Section 2.5Members. The name and mailing address of each Member is set forth on Exhibit B hereto.

Section 2.6Title to Property. A Member’s interest in the Company (each, an “Interest”) shall for all purposes be personal property. No holder of Interests or Member shall have any interest in specific Company assets or property, including assets or property contributed to the Company by such Member as a part of any capital contribution. The Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware.

Section 2.7Fiscal Year. The Fiscal Year of the Company (the “Fiscal Year”) shall be from January lst to December 31st.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND ALLOCATIONS; DISTRIBUTIONS

Section 3.1Classes of Membership Interests; Capital Contributions; Vesting.

(a)There shall be five classes of Interests: “Class 1 Interests,” “Class 7 Interests,” “Class 8 Interests,” “Class 9 Interests,” and “Class 10 Interests.” The Company may in its discretion issue certificates to the Members representing the Interests held by each Member. As of the date hereof, Holdings owns the Class 1 Interests, and the other Members own the Class 7, Class 8, Class 9 and Class 10 Interests set forth opposite their names on the Interest Schedule. The initial capital accounts of the Members shall be as set forth on the Interest Schedule. The assets and liabilities of the Company shall be held as a whole and shall not be accounted for separately for each class of Interests. The Members shall not be obligated to make any capital contributions to the Company, and all Interests issued to the Members shall be nonassessable.

(b)The Class 1 Interests are all fully vested as of the date hereof. The Class 7 Interests shall vest in one installment on June 30, 2007. The Class 8 Interests shall vest in one installment on June 30, 2008. The Class 9 Interests shall vest in one installment on June 30, 2009. The Class 10 Interests shall vest in one installment on June 30, 2010.

Section 3.2Capital Accounts. A separate capital account shall be maintained for each Member and such capital accounts shall be maintained in accordance with the provisions of § 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. Except as expressly set forth herein, no Member shall be entitled to withdraw any portion of its capital account. No Member shall be entitled to receive any interest on its capital account. The original capital account established for any Member who acquires any Interests by virtue of a Transfer in accordance with the terms of this Agreement shall be in the same amount as, and shall replace, the capital account of the transferor of such Interests, and, for purposes of this Agreement, such Member shall be deemed to have made the capital contributions made by the transferor of such Interests (or made by such transferor’s predecessor in interest). In the event the transferor of such Interests retains any

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Interests, the transferor shall transfer a pro rata portion of the transferor’s capital account associated with such Interests to the transferee. Upon liquidation of the Company or of any Member’s Interest (in each case as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which such liquidation occurs (other than those made pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(b)(2) and -1(b)(2)(ii)(b)(3)), by the end of such taxable year (or, if later, within 90 days after the date of such liquidation). No Member shall be entitled to, and each Member hereby waives, any rights that it may have pursuant to Section 18-604 of the Act, as amended.

Section 3.3Allocation of Net Profit and Net Loss.

(a)If the Company has a Net Profit for the Fiscal Year, such Net Profit shall be allocated among the Members for purposes of maintaining the Members’ capital accounts in the following manner:

(1)First, to all Class 7 Members in proportion to their respective Class 7 Interests until the cumulative amounts allocated to the Class 7 Members pursuant to this Section 3.3(a)(1) (net of cumulative Net Loss allocated to the Class 7 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 7 Members pursuant to Section 3.4(b) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(f));

(2)Second, to all Class 8 Members in proportion to their respective Class 8 Interests until the amounts allocated to the Class 8 Members pursuant to this Section 3.3(a)(2) (net of cumulative Net Loss allocated to the Class 8 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 8 Members pursuant to Section 3.4(c) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(f));

(3)Third, to all Class 9 Members in proportion to their respective Class 9 Interests until the amounts allocated to the Class 9 Members pursuant to this Section 3.3(a)(3) (net of cumulative Net Loss allocated to the Class 9 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 9 Members pursuant to Section 3.4(d) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(f));

(4)Fourth, to all Class 10 Members in proportion to their respective Class 10 Interests until the amounts allocated to the Class 10 Members pursuant to this Section 3.3(a)(4) (net of cumulative Net Loss allocated to the Class 10 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 10 Members pursuant to Section 3.4(e) with respect to the

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current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(f)); and

(5)Thereafter, all such Net Profits shall be allocated solely to the Class 1 Members in proportion to their respective Class 1 Interests.

(b)For each Fiscal Year, if the Company has a Net Loss for the Fiscal Year, such Net Loss shall be allocated:

(1)First, to the Class 1 Members in proportion to their respective positive capital account balances until such balances are reduced to zero;

(2)Second, to the Class 7 Members, Class 8 Members, Class 9 Members and Class 10 Members in proportion to their respective positive capital account balances until such balances are reduced to zero; and

(3)Thereafter, solely to the Class 1 Members in proportion to their respective Class 1 Interests.

(c)It is the intent of the Members that each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated for federal income tax purposes in accordance with this Section 3.3 to the fullest extent permitted by §§ 704(b) and (c) of the Code and the Treasury Regulations promulgated thereunder. This Agreement shall be deemed to include a “qualified income offset” in accordance with Treasury Regulation section 1.704-1(b)(2)(ii)(d). The Managing Member will be authorized to make appropriate amendments to the allocations of items pursuant to this Section 3.3 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations thereunder or to effect the terms, purposes and conditions of this Agreement; provided that no such change has a material adverse effect upon the amount distributable to any Member hereunder.

(d)For purposes of this Section 3.3, Depreciation shall be allocated solely to the Class 1 Members in proportion to their Class 1 Interests. A portion of the gain attributable to the sale or other disposition of a Company asset (including any gain treated as recognized upon the upward revaluation of the Gross Asset Value of a Company asset), in a cumulative amount up to the amount of Depreciation previously recognized with respect to such asset, shall be allocated solely to the Class 1 Members in proportion to their Class 1 Interests.

Section 3.4Distributions.

Except as expressly provided in this Section 3.4, no Member shall be entitled to receive any distribution from the Company except as otherwise determined by the Managing Member in its sole discretion. The distributions payable under this Section 3.4 with respect to any Interest for a given Fiscal Year shall be payable to the Member who holds such Interests of record as of the end of such Fiscal Year.

(a)As promptly as practicable after the close of each Fiscal Year, each Class 1 Member shall be entitled to receive a distribution equal to its pro rata portion (based on the percentage of all of the Class 1 Interests it holds) of:

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(1)for Fiscal Year 2005, an amount equal to the sum of depreciation, amortization of leasehold improvements and Adjusted EBITA for Fiscal Year 2005;

(2)for Fiscal Year 2006 and each Fiscal Year thereafter, an amount equal to the sum of depreciation, amortization of leasehold improvements and the lesser of (A) Adjusted EBITA for the applicable Fiscal Year and (B) Adjusted EBITA for the applicable Fiscal Year less, if any, the aggregate distributions to the holders of Class 7 Interests, Class 8 Interests, Class 9 Interests and Class 10 Interests for the applicable Fiscal Year.

(b)For Fiscal Year 2006 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 7 Interest shall be entitled to receive a distribution in respect of each Class 7 Interest held by such holder equal to the Class 7 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 7 Distribution Cap.

(c)For Fiscal Year 2008 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 8 Interest shall be entitled to receive a distribution in respect of each Class 8 Interest held by such holder equal to the Class 8 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 8 Distribution Cap.

(d)For Fiscal Year 2009 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 9 Interest shall be entitled to receive a distribution in respect of each Class 9 Interest held by such holder equal to the Class 9 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 9 Distribution Cap.

(e)For Fiscal Year 2010 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 10 Interest shall be entitled to receive a distribution in respect of each Class 10 Interest held by such holder equal to the Class 10 Distribution Percentage multiplied by the Adjusted EBITA Excess Amount; provided, however, that in no event shall this distribution exceed the Class 10 Distribution Cap. For Fiscal Year 2010 and for each Fiscal Year thereafter, as promptly as practicable after the close of such Fiscal Year, the holder of each Class 10 Interest shall also be entitled to receive an additional distribution (a “Catch-Up Distribution”) in respect of each Class 10 Interest held by such holder equal to (A) one and four hundred eighty eight thousandths (1.488) multiplied by the amount calculated in the preceding sentence of this Section 3.4(e) less (B) the sum of (1) the amount distributed to each Class 7 Interest for Fiscal Year 2007, (2) the amount distributed to each Class 8 Interest for Fiscal Year 2008, and (3) the amount distributed to each Class 9 Interest for Fiscal Year 2009; provided, however, that if such amount as calculated pursuant hereto is less than zero, then the amount of the distribution shall be equal to zero.

(f)Notwithstanding the foregoing, in the event that the amount distributable under Sections 3.4(a), (b), (c), (d) and (e) would exceed the Net Profit for the Fiscal Year, the Managing Member shall have the authority to reduce such distributions to an amount equal to

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such Net Profit; provided that such reduction shall be made in the following order: (i) first, to the amount distributable under Section 3.4(a), (ii) second, to the amount distributable under Section 3.4(b), (iii) third, to the amount distributable under Section 3.4(c), (iv) fourth, to the amount distributable under Section 3.4(d), and (v) fifth, to the amount distributable under Section 3.4(e). In the event of any such reduction, the amount distributable by the Company under such Sections in subsequent Fiscal Years shall be increased by the amount of the prior reduction to the extent that the Net Profits in subsequent Fiscal Years exceed the amounts distributable under Sections 3.4(a), (b), (c), (d) and (e) with respect to such Fiscal Years.

ARTICLE IV

MANAGEMENT OF THE COMPANY

Section 4.1Management in General.

(a)The management and control of the business of the Company shall be vested exclusively in a position entitled the “Managing Member,” and the Managing Member shall have exclusive power and authority, in the name of and on behalf of the Company, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company; with or without the vote or consent of the Members in their capacity as such, except as specifically provided in this Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Managing Member, the officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Managing Member shall have the power to sign for or bind the Company to any agreement or document in its capacity as a Member, but the Managing Member may delegate the power to sign for or bind the Company to one or more officers. None of the Managing Member nor any of the Members shall have any fiduciary duties to the Members.

(b)The authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the Company, or to protect and preserve the Company’s assets, any such action taken by the Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Managing Member may delegate any or all of the foregoing powers to one or more of the officers.

(c)The Managing Member need not be a resident of the State of Delaware. The Managing Member is required to be a Member or an Affiliate of a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. As of the date hereof, the Managing Member shall be Holdings. The Managing Member shall devote such time to the business and affairs of the Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event shall not be required to devote full time to the

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performance of such duties and may delegate such duties and responsibilities as provided in this Agreement.

(d)Any Person dealing with the Company, the Managing Member or any Member may rely upon a certificate signed by the Managing Member as to (i) the identity of the Managing Member or any Member; (ii) any factual matters relevant to the affairs of the Company; (iii) the Persons who are authorized to execute and deliver any document on behalf of the Company; or (iv) any action taken or omitted by the Company or the Managing Member.

(e)The Managing Member (whether an initial or a successor Managing Member) shall cease to be the Managing Member upon the earlier of (i) such Managing Member’s resignation or (ii) such Managing Member’s removal pursuant to the affirmative vote of the Members holding a majority of the Class 1 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or being removed, may be filled by appointment of a successor by the Members holding a majority of the Class 1 Interests.

Section 4.2Management Expenses. The Company shall pay or reimburse the Managing Member for all reasonable travel expenses incurred by the Managing Member in accordance with its duties as Managing Member as well as (i) any out-of-pocket expenses incurred by the Managing Member in its role acting as Managing Member and (ii) the applicable portion of any expenses incurred by the Managing Member in connection with any initiative which involves the Company and one or more of the other Affiliates of the Managing Member.

Section 4.3Executive Committee and Officers. The Company shall have a committee entitled the “Executive Committee,” which shall consist of such individuals as the Managing Member may determine, and shall initially consist of Michael Mendez, David Iben, Paul Hechmer and Patrick Goshtigian. The Executive Committee shall be responsible for the day-to-day affairs and operations of the Company and shall otherwise have such powers and duties as from time to time may be conferred by the Managing Member. The Managing Member and the Executive Committee may also each appoint such officers of the Company as it shall determined to be advisable (in the case of the Executive Committee, following prior written notice to the Managing Member), and as of the date hereof the officers of the Company shall include a President, one or more Managing Directors, one or more Vice Presidents, a Treasurer, a Secretary and one or more Assistant Secretaries, and such other officers as the Managing Member from time to time may deem proper. All officers so designated shall each have such powers and duties as from time to time may be conferred by the Managing Member, which shall initially be as set forth on Exhibit C hereto. The members of the Executive Committee and the officers of the Company shall have the power to execute documents and contracts on behalf of the Company necessary in the ordinary course of business of the Company. Any number of titles may be held by the same person. Each member of the Executive Committee and each officer of the Company shall hold office until his or her successor shall be duly designated and qualified or until his or her death, until he or she shall resign, or until he or she shall have been removed, either with or without cause, by the Managing Member; provided that a member of the Executive Committee must be at all times an employee of the Company or its subsidiaries, and upon the termination of such employment, such member shall immediately, and without further action, cease to serve as a member of the Executive Committee. Subject to the terms of any applicable

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employment agreement, salaries and other compensation, if any, of the officers of the Company other than Executive Committee members shall be fixed by the Executive Committee in consultation with the Managing Member. Salaries and other compensation, if any, of the members of the Executive Committee shall be fixed by the Managing Member. Subject to the terms of any applicable employment agreement, in assessing performance of the Executive Committee members, the Managing Member shall take into account qualitative performance factors, including focus on organizational development, team work, leadership and culture, in addition to business profitability, investment performance, market benchmarks or other more quantitative factors. Any delegation pursuant to this Section 4.3 may be revoked at any time by the Managing Member. As of the date hereof, the officers of the Company are as set forth on Exhibit D hereto.

Section 4.4Service Fees. The Company shall pay to the Managing Member each year a fee (the “Fixed Annual Service Fee”) in respect of distribution, operational, administrative and other services made available to the Company by the Managing Member. The dollar amount of the Fixed Annual Service Fee for each Fiscal Year shall initially be established by agreement between the Company and the Managing Member within 45 days of the beginning of such Fiscal Year in an amount such that pre-bonus operating income (for the avoidance of doubt, pre-bonus operating income shall be net of the Fixed Annual Service Fee, depreciation and amortization (other than amortization of goodwill, profits interests and intangible assets of the Company), but shall not be reduced for any expense related to the issuance or vesting of any Interests that have been issued or awarded on or prior to the date hereof) for such Fiscal Year is estimated to target 75% of net revenues for such Fiscal Year, after a review of the actual results for the prior Fiscal Year and the operating plan for the current Fiscal Year, subject to adjustment as provided below. In the event that the Company and the Managing Member are unable to agree on the Annual Service Fee within such 45-day period, it shall be established by the Managing Member acting in good faith with a view towards such target percentage, and shall be communicated to the Company within 75 days of the beginning of such Fiscal Year. At the end of each Fiscal Year, in the event that the actual pre-bonus operating income (for the avoidance of doubt, pre-bonus operating income shall be net of the Fixed Annual Service Fee, depreciation and amortization (other than amortization of goodwill, profits interests and intangible assets of the Company), but shall not be reduced for any expense related to the issuance or vesting of any Interests that have been issued or awarded on or prior to the date hereof) for such Fiscal Year (taking into account the initial fee amount) (i) exceeded 75% of net revenues for such Fiscal Year, the Company shall pay to the Managing Member an additional service fee equal to one-half of the dollar amount of such excess, and (ii) was less than 75% of net revenues for such Fiscal Year, the Fixed Annual Service Fee shall be reduced (but not below zero) by an amount equal to one-half of the dollar amount of such shortfall.

ARTICLE V

TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL MEMBERS; CALL RIGHTS

Section 5.1Transferability of Interests.

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(a)Except as set forth in this Section 5.1 or in Section 5.4, no Permitted Transferee or Member may assign, sell, transfer or otherwise dispose of, whether voluntarily or involuntarily, in whole or in part (any such transaction, “Transfer”), any of its Interests unless the permitted Transferee or Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion (provided that the Managing Member shall not unreasonably withhold its consent to any Transfer made by a Member solely for purposes of estate administration or tax planning and for no consideration, to the spouse, children or grandchildren of that Member, or a trust for their benefit); provided that any Permitted Transferee and any Member may Transfer his or her Interests pursuant to applicable laws of descent and distribution following the death of such Permitted Transferee or Member. No Permitted Transferee or non-Managing Member may pledge or encumber, whether voluntarily or involuntarily, in whole or in part, any of its Interests unless the Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion.

(b)Upon any Transfer, the Permitted Transferee must become a party to this Agreement and be bound by all of the terms and conditions of this Agreement, including, but not limited to, Section 5.3. Any Permitted Transferee whose acquisition of Interests is permitted in accordance with this Section 5.1 shall not become a Member of the Company, but shall instead acquire the rights of an assignee under the provisions of the Act. The right of any Permitted Transferee to receive the distributions contemplated in Article III shall be subject to the vesting and repurchase provisions applicable to the Member to whom the Interests were initially issued.

(c)In no event shall the Transfer by a Member of his or her Interests relieve such Member of any obligations arising under this Agreement, including any obligations under Section 8.1. Until such time as all of the Interests issued to a Member are forfeited or repurchased, the Member who Transfers the Interests shall continue to be a Member and to be bound by the terms of this Agreement, and shall continue to exercise all voting and consent rights with respect to the Interests transferred.

(d)Every Transfer of Interests permitted under this Section 5.1 shall be subject to the following requirements:

(1)The Member transferring such Interests (or the executor or administrator of his or her estate) or the executor or administrator of the estate of any deceased Permitted Transferee shall establish that the proposed Transfer will not cause or result in a breach of any agreement binding upon the Company or any violation of law, including without limitation, federal or state securities laws, and the proposed Transfer would not cause the Company to be an investment company as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC;

(2)The Member (or the executor or administrator of his or her estate) or the executor or administrator of the estate of any deceased Permitted Transferee transferring such Interests shall have complied with all provisions of this Agreement, including, without limitation, this Section 5.1; and

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(3)The transferee shall execute a counterpart of this Agreement and shall deliver such other documents or instruments as may be required by the Managing Member to reflect the provisions hereof, which may include without limitation, a favorable opinion of reputable legal counsel.

(e)Any purported Transfer, pledge or encumbrance of any Interest or any part thereof not in compliance with this Agreement shall be void and of no force or effect.

Section 5.2Admission of Additional Members. Except as provided in Section 5.1, one or more additional Class 7 Members, Class 8 Members, Class 9 Members or Class 10 Members may be admitted to the Company by the Managing Member only with the consent of the Members holding a majority of the Interests of the Class to which such additional Members are to be admitted; provided, however, that no such consent shall be required if the addition of such Members does not result in any dilution to the distributions that would otherwise be made hereunder with respect to the applicable Class of Interests. One or more additional Class 1 Members may be admitted to the Company upon consent of the Managing Member.

Section 5.3Forfeiture of Interests.

(a)Upon the Termination of Employment of a Member (other than (i) a termination by the Company without Cause, (ii) a termination by such Member for Good Reason (to the extent applicable), (iii) the death or permanent disability (as such term is used in the disability plan of Nuveen Investments applicable to such Members) of such Member or (iv) as otherwise determined by the Managing Member, including in connection with the terms of any employment agreement), any unvested Interests shall automatically be forfeited, without any further action by the Company or the former Member, and without the payment of any amounts in respect of such forfeited Interests. Upon the Termination of Employment of a Member due to the death or permanent disability of a Member, a number of unvested Interests of such Member shall automatically vest as is equal to (A) the number of unvested Interests held by such Member as of such Termination of Employment multiplied by (B) the quotient obtained by dividing (i) the number of days following the date hereof to the date of such Termination of Employment by (ii) the total number of days between the date hereof and the regularly scheduled vesting date of the applicable Interests (such number of Interests rounded to the nearest whole Interest); any other unvested Interests of such Member shall automatically be forfeited, without any further action by the Company or the Member, and without the payment of any amounts in respect of such forfeited Interests. For the avoidance of doubt, a Termination of Employment of a Member shall not affect such Member’s vested Interests, and a Termination of Employment of a Member by the Company without Cause or by the Member for Good Reason (to the extent applicable) will not result in any forfeiture or otherwise affect the vesting of any unvested Interests; any vested Interests, any unvested Interests that are not forfeited, and a Member’s related status as such, shall remain subject to the terms of this Agreement.

(b)Upon the occurrence of any Event of Forfeiture by a Member, such action shall be deemed a breach of this Agreement and any Interests, whether or not vested, shall automatically be forfeited, without any further action by the Company or the former Member, and without the payment of any amounts in respect of such forfeited Interests.

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(c)Forfeited Interests shall cease to have any rights or to be entitled to any payments whatsoever hereunder, including in respect of any distribution or Call Right proceeds.

Section 5.4Call Right.

(a)The Managing Member will have the right at its election to require the Non-Managing Members to sell their respective Class 7 Interests, Class 8 Interests, Class 9 Interests, and Class 10 Interests to the Managing Member in accordance with this Section 5.4 for a Repurchase Price equal to the Fair Market Value for such Interests to be paid in cash, or if the Managing Member and the applicable Non-Managing Members mutually agree, in a combination of cash and common stock of the Managing Member or its Affiliates.

(b)The Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2009, 2010 and 2012 with respect to 100.00% of the Class 7 Interests, once during the first quarter of Fiscal Years 2009, 2010, 2011 and 2013 with respect to 100.00% of the Class 8 Interests, once during the first quarter of Fiscal Years 2010, 2011, 2012 and 2014 with respect to 100.00% of the Class 9 Interests, and once during the first quarter of Fiscal Years 2011, 2012, 2013 and 2015 with respect to 100.00% of the Class 10 Interests, in each case upon written notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that (1) the Managing Member may not exercise its Call Right with respect to the Class 8 Interests unless it shall first have exercised its Call Right with respect to the Class 7 Interests, (2) the Managing Member may not exercise its Call Right with respect to the Class 9 Interests unless it shall first have exercised its Call Right with respect to the Class 8 Interests, and (3) the Managing Member may not exercise its Call Right with respect to the Class 10 Interests unless it shall first have exercised its Call Right with respect to the Class 9 Interests. Such written notice will set forth the amount of Class 7 Interests, Class 8 Interests, Class 9 Interests, or Class 10 Interests held by Non-Managing Members that the Managing Member is purchasing and the Closing Date on which such purchase will occur.

(c)In the event the Managing Member proposes to effect any Change of Control Transaction, the Managing Member shall have the right (the “Change of Control Call Right”), which shall be in addition to its rights under Section 5.4(b), at its election to require the Non-Managing Members to sell 100% of the Class 7 Interests, Class 8 Interests, Class 9 Interests and Class 10 Interests held by such Members as of such time to the Managing Member in accordance with this Section 5.4 for a per Interest purchase price equal to the Fair Market Value for such Call Interest to be paid in cash, or if the Managing Member and the Non-Managing Members mutually agree, in a combination of cash and common stock of the Managing Member or its Affiliates. The Managing Member may exercise its Change of Control Call Right upon written notice to the Non-Managing Members setting forth the Closing Date, which shall be shortly before or substantially simultaneous with the consummation of the Change of Control Transaction, but in any event no earlier than ten business days following the date of delivery of such notice to the Non-Managing Members.

(d)The Company shall pay any Repurchase Price to the applicable Member (or his or her permitted transferees) under this Section 5.4 no later than the fifth business day following the later of (i) the Closing Date for the Called Interests and (ii) the date on which the

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applicable Member (and, if applicable, his or her permitted transferees) executes and delivers a Purchase and Sale Agreement relating to the repurchase provided for herein.

(e)For any Interest that is a Call Interest, the “Fair Market Value” of such Interest is equal to the product of the Fair Market Multiple multiplied by the aggregate distributions in respect of such Interest pursuant to Section 3.4(b), (c), (d), or (e), as the case may be, without giving effect to reductions, if any, to such distributions pursuant to Section 3.4(f), for the Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided, however, that in the event of a Change of Control Transaction, Fair Market Value with respect to any Class of Interests that was not yet entitled hereunder to receive distributions as of the Fiscal Year immediately preceding the Fiscal Year in which the Change of Control Call Right is exercised shall be determined in the reasonable discretion of the Managing Member (it being understood that such Fair Market Value determination shall not take into consideration any discount related solely to the fact that such Interests are unvested); provided further that in no event shall the aggregate Fair Market Value for all Interests called in any given Fiscal Year be less than $1,000.

(f)Each repurchase of a Member’s Interests under this Agreement shall be pursuant to a purchase and sale agreement by and between the Company and the selling Member (and, if applicable, his or her transferee), which shall be substantially in the form attached hereto as Exhibit E (the “Purchase and Sale Agreement”). Following the Closing Date, upon the request of the Managing Member, the former Members shall execute a Purchase and Sale Agreement and such further instruments and documents and perform such further acts as may be reasonably required to carry out the transactions contemplated by this Section 5.4.

(g)As of any Closing Date, the Non-Managing Members shall cease to hold the Interests to be purchased on the Closing Date, and shall cease to hold the portion of their respective capital accounts attributed to such Interests, if any, and shall no longer have any rights with respect to such portion of such Interests, other than the right to receive the applicable Repurchase Price.

ARTICLE VI

DISSOLUTION AND TERMINATION

Section 6.1Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Members holding a majority of the Interests of each Class outstanding as of the intended date of such dissolution, and (c) entry of a decree of judicial dissolution pursuant to § 18-802 of the Act. Managing Member shall promptly notify the Members of any dissolution of the Company.

Section 6.2Liquidation. Upon the dissolution of the Company, the Managing Member, or if there is none, the Person or Persons approved by Members holding a majority of the Class 1 Interests shall carry out the winding up of the Company and shall immediately commence to wind up the Company’s affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a

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liquidation. The Members shall continue to share in allocations and distributions during liquidation in the same proportions, as specified in Sections 3.3 and 3.4, as before liquidation. The proceeds of liquidation shall be distributed as set forth in Section 3.2.

Section 6.3Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in Section 6.2 and the Certificate of Formation of the Company shall have been canceled in the manner required by the Act.

Section 6.4Claims of the Members. All Members and former Members shall look solely to the Company’s assets for any return of their capital contributions, if any, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Members and former Members shall have no recourse against the Managing Member or any other Member.

ARTICLE VII

RECORDS AND REPORTS

Section 7.1Books and Records. The Company shall, and the officers shall use all commercially reasonable efforts to enable the Company to, keep complete and accurate books of account with respect to the operations of the Company. Such books shall reflect that the Interests have not been registered under the Securities Act, and that the Interests may not be Transferred without registration under the Securities Act or exemption therefrom and without compliance with Article V. Such books shall be maintained at the principal office of the Company.

Section 7.2Accounting. The Company’s books of account shall be kept on the accrual method of accounting, or on such other method of accounting as the Managing Member may from time to time determine, with the advice of independent public accountants, and shall be closed and balanced at the end of the Fiscal Year. The taxable year of the Company shall be the twelve (12) months ended December 31 or such other taxable year as the Managing Member may designate.

Section 7.3Company Information. Each Member shall be entitled to receive only that information that the Company is required to provide such Member under the Act, subject to such confidentiality restrictions as the Managing Member may determine, in its sole discretion. In addition, no Member shall be entitled to examine the Interest Schedule for purposes other than to review (i) the number and Class of Interests that he or she holds and (ii) the total number of Interests outstanding in each such Class.

Section 7.4Meetings. The Company and its officers shall hold such regular meetings at the Company’s principal place of business (or such other location as may be determined by the Managing Member) with representatives of the Managing Member as may be reasonably requested by the Managing Member from time to time. These meetings shall be

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attended (either in person or by telephone) by such of the officers and other employees of the Company as may be reasonably requested by the Managing Member or any of the officers. The Company will reimburse the reasonable travel expenses of any representative of the Managing Member who attends each such meeting. At each meeting, the officers shall make such presentations regarding the Company and its performance, operations and budgets as may be reasonably requested by the Managing Member, and each of the attendees (whether in person or by telephone) at such meeting shall have the right to submit proposals and suggestions regarding the Company, and the attendees at the meeting shall discuss and consider such proposals and suggestions.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Restrictive Covenants.

(a)Each Member agrees that during the term of such Member’s employment with the Company or any of its Affiliates and for the period following the date of such Member’s Termination of Employment as set forth on Exhibit F attached hereto with respect to such Member (the “Restricted Period”), the Member will not engage in any Prohibited Solicitation Activity. In addition, each Member agrees that during the term of such Member’s employment with the Company or any of its Affiliates, such Member will not engage in any activity, if as a result of engaging in such activity, such Member or any of his or her Affiliates would be engaged in a Prohibited Investment Management Services.

(b)At all times during a Member’s employment with the Company or any of its Affiliates and during the Restricted Period thereafter, each Member agrees to advise the Managing Member of the identity of any prospective employer (or other service recipient) of such Member within fifteen (15) days of accepting any employment (or agreeing to perform services). The Company may serve notice upon each such employer or service provider that such Member is bound by this Agreement and/or the Purchase and Sale Agreement, and furnish each such employer or service provider with a copy of the relevant provisions of this Agreement and/or the Purchase and Sale Agreement.

(c)Each Member acknowledges that such Member currently has and will have knowledge of confidential information with respect to the Company and its Affiliates, including certain trade secrets of the Company and its Affiliates and information concerning their respective employees, businesses and clients, including, without limitation, information regarding specific client mandates, instructions and guidelines and specific client fee arrangements. Each Member shall hold in a fiduciary capacity for the benefit of the Company and its Affiliates all secret or confidential information, knowledge or data relating to the Company and its Affiliates, and their respective businesses (including, without limitation, any information regarding specific client mandates, instructions and guidelines, specific client fee arrangements, trade secrets, research, secret data, business methods, operating procedures or programs), which shall have been obtained by or become known to such Member during the Employee’s employment by the Company or any of its Affiliates during the term of such Member’s membership in the Company and which shall not be or become public knowledge

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(other than by acts by the Member in violation of this Agreement) (collectively, the “Trade Secrets and Confidential Information”). During and after termination of any Member’s employment with the Company or any of its Affiliates, such Member shall not, without the prior written consent of the Company, as may be necessary for the Member to perform the Member’s duties to the Company and its Affiliates, or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of use or disclosure purportedly so required), use, copy, transmit, communicate, divulge, disclose, or publish, or knowingly or negligently permit others to use, copy, transmit, communicate, divulge, disclose, or publish, any Trade Secrets and Confidential Information to anyone other than the Company and its Affiliates. For the purposes of this Section 8.1(c), specific information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. All records, files, memoranda, reports, customer lists, documents and the like that constitute Trade Secrets and Confidential Information that the Member uses, prepares or comes into contact with during the course of his or her employment with the Company or any of its Affiliates or status as a Member shall remain the sole property of the Company and/or one or more of its Affiliates, as applicable, and shall be turned over to the Company or its applicable Affiliate upon termination of the Member’s employment. Each Member hereby expressly consents to the use during such Member’s employment with the Company or any of its Affiliates of his name and/or likeness by the Company and its Affiliates in trade publications and other media for commercial purposes, provided that such use is reasonably related to the services provided by the Member.

(d)Each Member acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and value of the Company and to prevent the Member from interfering with the business of the Company and its Affiliates as a result of or following Termination of Employment and, if applicable, sale of the Member’s Interests; (ii) the Member’s investment in the Company is not a condition to continued employment with the Company and is a voluntary investment on the part the Member, (iii) because of the nature of the business in which the Company and its Subsidiaries are engaged and because of the nature of the client information and confidential information to which the Member has access, it would be impractical and excessively difficult to determine the actual damages to the Company and its Subsidiaries and, therefore, the Company, in the event the Member breached any of the covenants of this Section 8.1; and (iv) remedies at law (such as monetary damages) for any breach of the Member’s obligations under this Section 8.1 would be inadequate. Each Member hereby acknowledges and agrees that his or her agreement to and compliance with the restrictions contained herein are not burdensome to the Member in light of the opportunities that remain open to the Member despite these restrictions. Moreover, each Member acknowledges that he or she has means available for the pursuit of a livelihood that would not result in a violation of this Section 8.1. Each Member therefore agrees and consents that if the Member commits any breach or threatens to commit a breach of a covenant under this Section 8.1 (in such capacity, a “Breaching Member”), other than an inadvertent immaterial breach, such breach shall constitute an Event of Forfeiture and a breach of this Agreement, and all rights with respect to the Interests held by such Member, whether vested or unvested, shall be forfeited. In addition to (and not in lieu of) any other right or remedy that may be available to the Company under this Agreement or otherwise, each Member agrees that the Company will be entitled to the following remedies:

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(1)Money damages from the Breaching Member, including, without limitation, the obligation to pay over to the Company all compensation received in connection with such activities, and the Company shall have the right to set off any damages incurred by it against any amounts owed to the Member by the Company; and

(2)Injunctive, declaratory or other non-monetary equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Section 8.1.

(e)In the event that any provision of this Section 8.1 are finally determined by a court of competent jurisdiction to be unenforceable, each Member and the Company hereby agree that such court shall have jurisdiction to reform this Section 8.1 or any other provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 8.1, are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company to enforce any such covenant in any other jurisdiction.

(f)A Member’s obligations, and any and all rights of the Company, under this Section 8.1 shall terminate at the end of the Restricted Period, provided that, notwithstanding the foregoing, a Member’s obligations under the Purchase and Sale Agreement, if any, shall be enforceable in accordance with the terms thereof.

Section 8.2Indemnification. The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless any Member, Managing Member, officer or employee (including the members of the Managing Member) of the Company from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a Member, Managing Member, officer or employee of the Company.

Section 8.3Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, the debts, obligation and liabilities of the Company, whether arising in tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be personally liable for any debt, obligation or liability of the Company solely by reason of being a Member of the Company.

Section 8.4Notices. All notices, requests, elections, consents or demands permitted or required to be made under this Agreement (“Notices”) shall be in writing, signed by the Person or Persons giving such Notice and shall be delivered personally or by confirmed facsimile, or by commercial courier to the other Members, at their addresses set forth on Exhibit B, or at such other addresses as may be supplied by written notice given in conformity with the terms of this Section 8.4. All Notices to the Company shall be made to the Managing Member at the address set forth on Exhibit B, with a copy (which shall not constitute notice) to the President of the Company at the principal offices of the Company. The date of any such personal or facsimile delivery or the date of delivery by an overnight courier shall be the date of such notice.

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Section 8.5Consents. Any action that may be taken by the Members at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by or on behalf of the Member or Members holding sufficient Interests to authorize or approve such action at such meeting.

Section 8.6Amendments. Except as otherwise provided in this Agreement, the Managing Member may amend this Agreement without consent of any other Member; provided that (x) no amendment to this Agreement may require any Member to make capital contributions to the Company or otherwise make such Member liable for the debts and obligations of the Company without such Member’s written consent and (y) any amendment of the terms of this Agreement that would directly and adversely affect the rights or obligations associated with the Class or Classes of Interests held by any Member or group of Members shall, unless otherwise provided in this Agreement, require the written consent of the Members holding a majority of each Class or Classes of Interests so affected.

Section 8.7No Partition. No Member, nor any successor-in-interest to any Member, shall have the right while this Agreement remains in effect to have the property of the Company partitioned, or to file a complaint or institute any proceeding at law or in equity to have the property of the Company partitioned, and each Member, on behalf of himself, his successors, representatives, heirs and assigns, hereby waives any such right. It is the intent of the Members that during the term of this Agreement, the rights of the Members and their successors-in-interest, as among themselves, shall be governed by the terms of this Agreement, and that the right of any Member or successors-in-interest to Transfer or otherwise dispose of his interest in the Company shall be subject to the limitations and restrictions of this Agreement.

Section 8.8Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware.

Section 8.9Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

Section 8.10Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. The parties hereto shall negotiate to replace such invalid provision with another provision with similar economic effect.

Section 8.11Entire Agreement. This Agreement and the schedules and exhibits hereto supersede the prior understandings and agreements among the parties with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, in the event of any conflict between this Agreement and an employment agreement between a Member and the Company, the terms of such employment agreement shall control with respect to such Member.

Section 8.12Successors and Assigns; No Third Party Beneficiaries. Subject to the restrictions on Transfer set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the Members, their respective successors, successors-in-title, heirs and assigns,

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and each and every successors-in-interest to any Member, whether such successor acquires such interest by way of gift, purchase, foreclosure or by any other method, and each shall hold such interest subject to all of the terms and provisions of this Agreement. No provision of this Agreement is intended or shall be construed to confer upon any entity or Person other than the Members and, subject to the restrictions on Transfer set forth herein, their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof.

Section 8.13Creditor. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of (i) any Member or (ii) the Company, other than a Member who is also a creditor of the Company.

Section 8.14Interpretation. All terms herein using the singular shall include the plural; all terms using the plural shall include the singular; in each case, the term shall be as appropriate to the context of each sentence. All references to herein, hereof, hereto or similar terms refer to this Agreement and the Exhibits hereto. All references to “Section,” “Article,” “Exhibit” or similar terms refer to the Sections, Articles, Exhibits hereto. Titles or captions of Articles or Sections contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

Section 8.15Arbitration of Disputes.

(a)Any dispute arising out of or relating to this Agreement, a Purchase and Sale Agreement or the negotiation, breach, termination, performance or validity thereof shall be submitted to binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). If J.A.M.S./Endispute is unable or unwilling to arbitrate the matter, the matter shall be settled by arbitration conducted in accordance with the Center for Public Resources Rules for Non-administered Arbitration of Business Disputes before a neutral advisor selected by the Center for Public Resources from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California.

(b)In connection with any arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party thereto and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than seven (7) business days before the date of the arbitration, the identity of all Persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within forty-five (45) days of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual

25

compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement or a Purchase and Sale Agreement, and each party hereby irrevocably waives any claim to such damages.

(c)The parties covenant and agree that they will participate in any such arbitration in good faith.

(d)Each of the parties hereto (A) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (B) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or a Purchase and Sale Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address set forth opposite such party’s name on the Interest Schedule. Each of the parties hereto agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

Section 8.16Tax Treatment and Elections. The Company shall be treated as a partnership for income tax purposes, the Members shall be treated as partners for federal income tax purposes and each of the Members agrees to report consistently with such treatment. The Managing Member shall make all elections necessary to give effect to such treatment. The Managing Member shall be the “tax matter partner” of the Company within the meaning of § 6231(a)(7) of the Code and shall have the power to cause the Company to make all elections required or permitted to be made for income tax purposes. Without limiting the generality of the foregoing, the Managing Member shall make and maintain an election under § 754 of the Code on behalf of the Company, and the Members other than the Managing Member shall provide such information and sign such documents as the Managing Member may request to enable the Managing Member to make and maintain such election on behalf of the Company.

Section 8.17Liquidation Valuation Safe Harbor. (i) The Company is authorized and directed to elect the liquidation valuation safe harbor provided by proposed Treasury Regulations Section 1.83-3(1) (and any successor provision) and IRS Notice 2005-43 and (ii) the Company and each of its Members (including any person to whom an interest in the Company is transferred in connection with the performance of services) agree to comply with all requirements of such safe harbor with respect to all interests in the Company transferred in connection with the performance of services while such election remains effective.

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[Signature Page Follows]

27

IN WITNESS WHEREOF, the parties hereto have made this Agreement effective as of the date and year first above-written.

NWQ HOLDINGS, LLC
By:	/s/ Alan G. Berkshire
	Name: Alan G. Berkshire
	Title: Sr. Vice President
Additional Member Signatures Attached

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EX-3.40

Exhibit 3.40

ARTICLES OF INCORPORATION
OF
CORAL MANAGEMENT CONSULTANTS, INC.

The undersigned incorporator, being a natural person 18 years of age or older, in order to form a corporate entity under Minnesota Statutes, Chapter 302A, hereby adopts the following Articles of Incorporation:

ARTICLE I

The name of this Corporation is Coral Management Consultants, Inc.

ARTICLE II

The registered office of this Corporation is located at 2200 Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota 55402.

ARTICLE III

This Corporation is authorized to issue an aggregate total of 10,000 shares of $.01 par value per share, all of which shall be designated Common Stock.

ARTICLE IV

The name and address of the incorporator of this Corporation is as follows:

James E. Nicholson

2200 Norwest Center

90 South Seventh Street

Minneapolis, Minnesota 55402

ARTICLE V

No shareholder of this Corporation shall have any cumulative voting rights.

ARTICLE VI

No shareholder of this Corporation shall have any preemptive rights to subscribe for, purchase or acquire any shares of the Corporation of any class, whether unissued or now or hereafter authorized, or any obligations or other securities convertible into or exchangeable for any such shares.

ARTICLE VII

Any action required or permitted to be taken at a meeting of the Board of Directors of this Corporation not needing approval by the shareholders under Minnesota Statutes, Chapter 302A, may be taken by written action signed by the number of directors that would be required to take such action at a meeting of the Board of Directors at which all directors are present.

ARTICLE VIII

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders,(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,(iii) under section 302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from which the director derived an improper personal benefit or (v) for any act or omission occurring prior to the effective date of this Article. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of April, 1992.

/s/ James E. Nicholson

James E. Nicholson

2

EX-3.41

Exhibit 3.41

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CORAL MANAGEMENT CONSULTANTS, INC.

I, Gordon H. Ritz, Jr., the President of Coral Management Consultants, Inc., a Minnesota corporation, do hereby certify that the following resolutions as hereinafter set forth were adopted pursuant to Section 302A.441 of the Minnesota Statutes by written authorization of all of the shareholders entitled to vote on an amendment to the Articles of Incorporation of said corporation, dated June 12, 1992.

RESOLVED, that Article I of the Articles of Incorporation of Coral Management Consultants, Inc., a Minnesota corporation, be and hereby is amended to read in its entirety as follows:

“ARTICLE I

The name of this corporation is Winslow CapitalManagement, Inc.”

RESOLVED, that said change of name shall become effective upon the date of filing of Articles of Amendment of Articles of Incorporation with the Secretary of State of the State of Minnesota.

RESOLVED FURTHER, that the proper officers of this corporation be and they hereby are authorized and directed to execute and acknowledge Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed in the manner required by the laws of the State of Minnesota.

IN WITNESS WHEREOF, I have subscribed my name this 12th day of June, 1992.

/s/ Gordon H. Ritz

Gordon H. Ritz, Jr., President

EX-3.42

Exhibit 3.42

6-25-92

AMENDED AND RESTATED BY-LAWS

of

WINSLOW CAPITAL MANAGEMENT, INC.

TABLE OF CONTENTS

Section		Page
SHAREHOLDERS		1
1.01	Place of Meetings	1
1.02	Regular Meetings	1
1.03	Special Meetings	1
1.04	Meetings Held Upon Shareholder Demand	1
1.05	Adjournments	2
1.06	Notice of Meetings	2
1.07	Waiver of Notice	2
1.08	Voting Rights	2
1.09	Proxies	3
1.10	Quorum	3
1.11	Acts of Shareholders	3
1.12	Action Without a Meeting	3
DIRECTORS		4
2.01	Number; Qualifications	4
2.02	Term	4
2.03	Vacancies	4
2.04	Place of Meetings	4
2.05	Regular Meetings	4
2.06	Special Meetings	4
2.07	Waiver of Notice; Previously Scheduled Meetings	5
2.08	Quorum	5
2.09	Acts of Board	5
2.10	Participation by Electronic Communications	5
2.11	Absent Directors	6
2.12	Action Without a Meeting	6
2.13	Committees	6
2.14	Special Litigation Committee	6
2.15	Compensation	7
OFFICERS		7
3.01	Number and Designation	7
3.02	Chief Executive Officer	7
3.03	Chief Financial Officer	7
3.04	President	8
3.05	Managing Directors	8
3.06	Vice Presidents	8
3.07	Secretary	8
3.08	Treasurer	9
3.09	Authority and Duties	9
3.10	Term	9
3.11	Salaries	9

i

Section		Page
INDEMNIFICATION			10
4.01	Indemnification		10
4.02	Insurance		10
SHARES			10
5.01	Certificated and Uncertificated Shares		10
5.02	Declaration of Dividends and Other Distributions		11
5.03	Transfer of Shares		11
5.04	Record Date		11
MISCELLANEOUS			11
6.01	Execution of Instruments		11
6.02	Advances		11
6.03	Corporate Seal		12
6.04	Fiscal Year		12
6.05	Amendments		12

This Table of Contents is not part of the By-Laws of the Corporation. It is intended merely to aid in the utilization of the By-Laws.

ii

AMENDED AND RESTATED BY-LAWS

of

WINSLOW CAPITAL MANAGEMENT, INC.

SHAREHOLDERS

Section 1.01           Place of Meetings.   Each meeting of the shareholders shall be held at the principal executive office of the Corporation or at such other place as may be designated by the Board of Directors or the Chief Executive Officer; provided, however, that any meeting called by or at the demand of a shareholder or shareholders shall be held in the county where the principal executive office of the Corporation is located.

Section 1.02           Regular Meetings.   Regular meetings of the shareholders may be held on an annual or other less frequent basis as determined by the Board of Directors; provided, however, that if a regular meeting has not been held during the immediately preceding 15 months, a shareholder or shareholders holding three percent or more of the voting power of all shares entitled to vote may demand a regular meeting of shareholders by written demand given to the Chief Executive Officer or Chief Financial Officer of the Corporation. At each regular meeting the shareholders shall elect qualified successors for directors who serve for an indefinite term or whose terms have expired or are due to expire within six months after the date of the meeting and may transact any other business, provided, however, that no business with respect to which special notice is required by law shall be transacted unless such notice shall have been given.

Section 1.03           Special Meetings.   A special meeting of the shareholders may be called for any purpose or purposes at any time by the Chief Executive Officer; by the Chief Financial Officer; by the Board of Directors or any two or more members thereof; or by one or more shareholders holding not less than ten percent of the voting power of all shares of the Corporation entitled to vote, who shall demand such special meeting by written notice given to the Chief Executive Officer or the Chief Financial Officer of the Corporation specifying the purposes of such meeting.

Section 1.04           Meetings Held Upon Shareholder Demand.   Within 30 days after receipt of a demand by the Chief Executive Officer or the Chief Financial Officer from any shareholder or shareholders entitled to call a meeting of the shareholders, it shall be the duty of the Board of Directors of the Corporation to cause a special or regular meeting of shareholders, as the case may be, to be duly called and held on notice no later than 90 days after receipt of such demand. If the Board fails to

cause such a meeting to be called and held as required by this Section, the shareholder or shareholders making the demand may call the meeting by giving notice as provided in Section 1.06 hereof at the expense of the Corporation.

Section 1.05           Adjournments.   Any meeting of the shareholders may be adjourned from time to time to another date, time and place. If any meeting of the shareholders is so adjourned, no notice as to such adjourned meeting need be given if the date, time and place at which the meeting will be reconvened are announced at the time of adjournment.

Section 1.06           Notice of Meetings.   Unless otherwise required by law, written notice of each meeting of the shareholders, stating the date, time and place and, in the case of a special meeting, the purpose or purposes, shall be given at least ten days and not more than 60 days prior to the meeting to every holder of shares entitled to vote at such meeting except as specified in Section 1.05 or as otherwise permitted by law. The business transacted at a special meeting of shareholders is limited to the purposes stated in the notice of the meeting.

Section 1.07           Waiver of Notice.   A shareholder may waive notice of the date, time, place and purpose or purposes of a meeting of shareholders. A waiver of notice by a shareholder entitled to notice is effective whether given before, at or after the meeting, and whether given in writing, orally or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, unless the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

Section 1.08           Voting Rights.   Subdivision 1.   A shareholder shall have one vote for each share held which is entitled to vote. Except as otherwise required by law, a holder of shares entitled to vote may vote any portion of the shares in any way the shareholder chooses. If a shareholder votes without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to have voted all of the shares in that way.

Subdivision 2.       The Board of Directors may fix a date not more than 60 days before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders.

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Section 1.09           Proxies.   A shareholder may cast or authorize the casting of a vote by filing a written appointment of a proxy with an officer of the Corporation at or before the meeting at which the appointment is to be effective. The shareholder may sign or authorize the written appointment by telegram, cablegram or other means of electronic transmission setting forth or submitted with information sufficient to determine that the shareholder authorized such transmission. Any copy, facsimile, telecommunication or other reproduction of the original of either the writing or transmission may be used in lieu of the original, provided that it is a complete and legible reproduction of the entire original.

Section 1.10           Quorum.   The holders of a majority of the voting power of the shares entitled to vote at a shareholders meeting are a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of the shareholders originally present leaves less than the proportion or number otherwise required for a quorum.

Section 1.11           Acts of Shareholders.   Subdivision 1. Except as otherwise required by law or specified in the Articles of Incorporation of the Corporation, the shareholders shall take action by the affirmative vote of the holders of the greater of (a) a majority of the voting power of the shares present and entitled to vote on that item of business or (b) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at a duly held meeting of shareholders.

Subdivision 2.       A shareholder voting by proxy authorized to vote on less than all items of business considered at the meeting shall be considered to be present and entitled to vote only with respect to those items of business for which the proxy has authority to vote. A proxy who is given authority by a shareholder who abstains with respect to an item of business shall be considered to have authority to vote on that item of business.

Section 1.12           Action Without a Meeting.   Any action required or permitted to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting by written action signed by all of the shareholders entitled to vote on that action. The written action is effective when it has been signed by all of those shareholders, unless a different effective time is provided in the written action.

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DIRECTORS

Section 2.01           Number; Qualifications.   Except as authorized by the shareholders pursuant to a shareholder control agreement or unanimous affirmative vote, the business and affairs of the Corporation shall be managed by or under the direction of a Board of one or more directors. Directors shall be natural persons. The shareholders at each regular meeting shall determine the number of directors to constitute the Board, provided that thereafter the authorized number of directors may be increased by the shareholders or the Board and decreased by the shareholders. Directors need not be shareholders.

Section 2.02           Term.   Each director shall serve for an indefinite term that expires at the next regular meeting of the shareholders. A director shall hold office until a successor is elected and has qualified or until the earlier death, resignation, removal or disqualification of the director.

Section 2.03           Vacancies.   Vacancies on the Board of Directors resulting from the death, resignation, removal or disqualification of a director may be filled by the affirmative vote of a majority of the remaining members of the Board, though less than a quorum. Vacancies on the Board resulting from newly created directorships may be filled by the affirmative vote of a majority of the directors serving at the time such directorships are created. Each person elected to fill a vacancy shall hold office until a qualified successor is elected by the shareholders at the next regular meeting or at any special meeting duly called for that purpose.

Section 2.04           Place of Meetings.   Each meeting of the Board of Directors shall be held at the principal executive office of the Corporation or at such other place as may be designated from time to time by a majority of the members of the Board or by the Chief Executive Officer. A meeting may be held by conference among the directors using any means of communication through which the directors may simultaneously hear each other during the conference.

Section 2.05           Regular Meetings.   Regular meetings of the Board of Directors for the election of officers and the transaction of any other business shall be held without notice at the place of and immediately after each regular meeting of the shareholders.

Section 2.06           Special Meetings.   A special meeting of the Board of Directors may be called for any purpose or purposes at any time by any member of the Board by giving not less than two days’ notice to all directors of the date, time and place of

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the meeting, provided that when notice is mailed, at least four days’ notice shall be given. The notice need not state the purpose of the meeting.

Section 2.07           Waiver of Notice; Previously Scheduled Meetings.   Subdivision 1. A director of the Corporation may waive notice of the date, time and place of a meeting of the Board. A waiver of notice by a director entitled to notice is effective whether given before, at or after the meeting, and whether given in writing, orally or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and thereafter does not participate in the meeting.

Subdivision 2.       If the day or date, time and place of a Board meeting have been provided herein or announced at a previous meeting of the Board, no notice is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken of the date, time and place at which the meeting will be reconvened.

Section 2.08           Quorum.   The presence in person of a majority of the directors currently holding office shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time without further notice until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of the directors originally present leaves less than the proportion or number otherwise required for a quorum.

Section 2.09           Acts of Board.   Except as otherwise required by law or specified in the Articles of Incorporation of the Corporation, the Board shall take action by the affirmative vote of a majority of the directors present at a duly held meeting.

Section 2.10           Participation by Electronic Communications.   A director may participate in a Board meeting by any means of communication through which the director, other directors so participating and all directors physically present at the meeting may simultaneously hear each other during the meeting. A director so participating shall be deemed present in person at the meeting.

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Section 2.11           Absent Directors.   A director of the Corporation may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Section 2.12           Action Without a Meeting.   An action required or permitted to be taken at a Board meeting may be taken without a meeting by written action signed by all of the directors. Any action, other than an action requiring shareholder approval, if the Articles of Incorporation so provide, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action. When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date.

Section 2.13           Committees.   Subdivision 1. A resolution approved by the affirmative vote of a majority of the Board may establish committees having the authority of the Board in the management of the business of the Corporation only to the extent provided in the resolution. Committees shall be subject at all times to the direction and control of the Board, except as provided in Section 2.14.

Subdivision 2.       A committee shall consist of one or more natural persons, who need not be directors, appointed by affirmative vote of a majority of the directors present at a duly held Board meeting.

Subdivision 3.       Section 2.04 and Sections 2.06 to 2.12 hereof shall apply to committees and members of committees to the same extent as those sections apply to the Board and directors.

Subdivision 4.       Minutes, if any, of committee meetings shall be made available upon request to members of the committee and to any director.

Section 2.14           Special Litigation Committee.   Pursuant to the procedure set forth in Section 2.13, the Board may establish a committee composed of one or more independent

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directors or other independent persons to determine whether it is in the best interests of the Corporation to pursue a particular legal right or remedy of the Corporation and whether to cause, to the extent permitted by law, the dismissal or discontinuance of a particular proceeding that seeks to assert a right or remedy on behalf of the Corporation. The committee, once established, is not subject to the direction or control of, or termination by, the Board. A vacancy on the committee may be filled by a majority vote of the remaining committee members. The good faith determinations of the committee are binding upon the Corporation and its directors, officers and shareholders to the extent permitted by law. The committee terminates when it issues a written report of its determinations to the Board.

Section 2.15           Compensation.The Board may fix the compensation, if any, of directors.

OFFICERS

Section 3.01           Number and Designation.   The Corporation shall have one or more natural persons exercising the functions of the offices of Chief Executive Officer and Chief Financial Officer. The Board of Directors may elect or appoint such other officers or agents as it deems necessary for the operation and management of the Corporation, with such powers, rights, duties and responsibilities as may be determined by the Board, including, without limitation, a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall have the powers, rights, duties and responsibilities set forth in these By-Laws unless otherwise determined by the Board. Any of the offices or functions of those offices may be held by the same person.

Section 3.02           Chief Executive Officer.   Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Executive Officer (a) shall have general active management of the business of the Corporation; (b) shall, when present, preside at all meetings of the shareholders and Board; (c) shall see that all orders and resolutions of the Board are carried into effect; (d) may maintain records of and certify proceedings of the Board and shareholders; and (e) shall perform such other duties as may from time to time be assigned by the Board.

Section 3.03           Chief Financial Officer.   Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Financial Officer (a) shall keep accurate financial records for the Corporation; (b) shall deposit all monies, drafts and checks in the name of and to the credit of the Corporation in such banks and depositories as the Board shall designate from time to time; (c) shall endorse for deposit

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all notes, checks and drafts received by the Corporation as ordered by the Board, making proper vouchers therefor; (d) shall disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board; (e) shall render to the Chief Executive Officer and the Board, whenever requested, an account of all of such officer’s transactions as Chief Financial Officer and of the financial condition of the Corporation; and (f) shall perform such other duties as may be prescribed by the Board or the Chief Executive Officer from time to time.

Section 3.04           President.   Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. If an officer other than the President is designated Chief Executive Officer, the President shall perform such duties as may from time to time be assigned by the Board.

Section 3.05           Managing Directors.   During the absence or disability of the President, it shall be the duty of the highest ranking Managing Director, who shall be present at the time and able to act, to perform the duties of the President. The determination of who is the highest ranking Managing Director shall, in the absence of specific designation of order of rank by the Board, be made on the basis of the earliest date of appointment or election, or, in the event of simultaneous appointment or election, on the basis of the longest continuous employment by the Corporation.

Section 3.06           Vice Presidents.   Any one or more Vice Presidents, if any, may be designated by the Board of Directors as Executive Vice Presidents or Senior Vice Presidents. During the absence or disability of the President and each Managing Director, it shall be the duty of the highest ranking Executive Vice President, and, in the absence of any such Vice President, it shall be the duty of the highest ranking Senior Vice President or other Vice President, who shall be present at the time and able to act, to perform the duties of the President. The determination of who is the highest ranking of two or more persons holding the same office shall, in the absence of specific designation of order of rank by the Board, be made on the basis of the earliest date of appointment or election, or, in the event of simultaneous appointment or election, on the basis of the longest continuous employment by the Corporation.

Section 3.07           Secretary.   The Secretary, unless otherwise determined by the Board of Directors, shall attend all meetings of the shareholders and all meetings of the Board, shall record or cause to be recorded all proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. Except as otherwise required or permitted by law

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or by these By-Laws, the Secretary shall give or cause to be given notice of all meetings of the shareholders and all meetings of the Board.

Section 3.08           Treasurer.   Unless otherwise determined by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the Corporation. If an officer other than the Treasurer is designated Chief Financial Officer, the Treasurer shall perform such duties as may from time to time be assigned by the Board.

Section 3.09           Authority and Duties.   In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board may, without the approval of the Board, delegate some or all of the duties and powers of an office to other persons.

Section 3.10           Term.   Subdivision 1. All officers of the Corporation shall hold office until their respective successors are chosen and have qualified or until their earlier death, resignation or removal.

Subdivision 2.       An officer may resign at any time by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective date is specified in the notice.

Subdivision 3.       An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present at a duly held Board meeting.

Subdivision 4.       A vacancy in an office because of death, resignation, removal, disqualification or other cause may, or in the case of a vacancy in the office of Chief Executive Officer or Chief Financial Officer shall, be filled for the unexpired portion of the term by the Board.

Section 3.11           Salaries.   The salaries of all officers of the Corporation shall be fixed by the Board of Directors or by the Chief Executive Officer if authorized by the Board.

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INDEMNIFICATION

Section 4.01           Indemnification.   The Corporation shall indemnify its officers and directors for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 302A.521, as amended from time to time, or as required or permitted by other provisions of law.

Section 4.02           Insurance.   The Corporation may purchase and maintain insurance on behalf of any person in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the Corporation would otherwise be required to indemnify the person against the liability.

SHARES

Section 5.01           Certificated and Uncertificated Shares.   Subdivision 1. The shares of the Corporation shall be either certificated shares or uncertificated shares. Each holder of duly issued certificated shares is entitled to a certificate of shares.

Subdivision 2.       Each certificate of shares of the Corporation shall bear the corporate seal, if any, and shall be signed by the Chief Executive Officer, or the President or any Vice President, and the Chief Financial Officer, or the Secretary or any Assistant Secretary, but when a certificate is signed by a transfer agent or a registrar, the signature of any such officer and the corporate seal upon such certificate may be facsimiles, engraved or printed. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent or registrar of the Corporation, the certificate may be issued by the Corporation, even if the person has ceased to serve in that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue.

Subdivision 3.       A certificate representing shares issued by the Corporation shall, if the Corporation is authorized to issue shares of more than one class or series, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the Board to determine the relative rights and preferences of subsequent classes or series.

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Subdivision 4.       A resolution approved by the affirmative vote of a majority of the directors present at a duly held meeting of the Board may provide that some or all of any or all classes and series of the shares of the Corporation will be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation.

Section 5.02           Declaration of Dividends and Other Distributions.   The Board of Directors shall have the authority to declare dividends and other distributions upon the shares of the Corporation to the extent permitted by law.

Section 5.03           Transfer of Shares.   Shares of the Corporation may be transferred only on the books of the Corporation by the holder thereof, in person or by such person’s attorney. In the case of certificated shares, shares shall be transferred only upon surrender and cancellation of certificates for a like number of shares. The Board of Directors, however, may appoint one or more transfer agents and registrars to maintain the share records of the Corporation and to effect transfers of shares.

Section 5.04           Record Date.   The Board of Directors may fix a time, not exceeding 60 days preceding the date fixed for the payment of any dividend or other distribution, as a record date for the determination of the shareholders entitled to receive payment of such dividend or other distribution, and in such case only shareholders of record on the date so fixed shall be entitled to receive payment of such dividend or other distribution, notwithstanding any transfer of any shares on the books of the Corporation after any record date so fixed.

MISCELLANEOUS

Section 6.01           Execution of Instruments.   Subdivision 1. All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Corporation shall be signed on behalf of the Corporation by the Chief Executive Officer, or the President, or any Vice President, or by such other person or persons as may be designated from time to time by the Board of Directors.

Subdivision 2.       If a document must be executed by persons holding different offices or functions and one person holds such offices or exercises such functions, that person may execute the document in more than one capacity if the document indicates each such capacity.

Section 6.02           Advances.   The Corporation may, without a vote of the directors, advance money to its directors, officers or employees to cover expenses that can reasonably be

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anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.

Section 6.03           Corporate Seal.   The seal of the Corporation, if any, shall be a circular embossed seal having inscribed thereon the name of the Corporation and the following words:

“Corporate Seal Minnesota”.

Section 6.04           Fiscal Year.   The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.05           Amendments.   The Board of Directors shall have the power to adopt, amend or repeal the By-Laws of the Corporation, subject to the power of the shareholders to change or repeal the same, provided, however, that the Board shall not adopt, amend or repeal any By-Law fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board, or fixing the number of directors or their classifications, qualifications or terms of office, but may adopt or amend a By-Law that increases the number of directors.

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EX-5.1

Exhibit 5.1

[Letterhead of Winston & Strawn LLP]

August 24, 2009

Nuveen Investments, Inc.

and the Guarantors listed on Schedule I

333 West Wacker Drive

Chicago, Illinois 60606

Re:	Registration Statement on Form S-4 of Nuveen Investments, Inc.
	and the Guarantors (as defined below)

Ladies and Gentlemen:

We have acted as special counsel to Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the guarantors listed on Schedule I attached hereto (the “Guarantors”) in connection with the preparation of the Registration Statement on Form S-4, as amended through the date hereof (the “Registration Statement”), filed on behalf of the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) relating to the Company’s offer to exchange $785,000,000 aggregate principal amount of its 10 1/2% Senior Notes due 2015 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the guarantees for the Exchange Notes by the Guarantors (the “Exchange Guarantees,” and together with the Exchange Notes, the “Exchange Securities”).

The Exchange Securities are to be offered by the Company and the Guarantors, respectively, in exchange for $785,000,000 aggregate principal amount of 10 1/2% Senior Notes due 2015 which were issued and sold in a transaction exempt from registration under the Securities Act (the “Original Notes”) and the guarantees for the Original Notes by the Guarantors (the “Original Guarantees” and, together with the Original Notes, the “Original Securities”), all as more fully described in the Registration Statement. The Exchange Securities will be issued under that certain Indenture, dated as of November 13, 2007 (the “Indenture”), among the Company, the Guarantors and U. S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the prospectus (the “Prospectus”) contained in the Registration Statement.

This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, in the form filed with the Commission and as amended through the date hereof; (ii) the Certificate of Incorporation or Certificate of Formation of the Company and each of the Guarantors as currently in effect, as the case may be; (iii) the By-laws or Limited Liability Company Agreement of the Company and each of the Guarantors as currently in effect, as the case may be; (iv) an execution copy of the Indenture; (v) the form of the Exchange Securities; and (vi) resolutions adopted by the Board of Directors (or its equivalent) of the Company and each of the Guarantors authorizing, among other things, the filing of the Registration Statement and the issuance and exchange of the Exchange Securities for the Original Securities. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and/or the Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and/or the Guarantors, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In rendering the opinions expressed below, we have, with your consent, assumed the legal capacity of all natural persons, that the signatures of persons signing all documents in connection with which this opinion letter is rendered are genuine, that all documents submitted to us as originals or duplicate originals are authentic, that all documents submitted to us as copies, whether certified or not, conform to authentic original documents and that the Indenture is the valid and legally binding obligation of the Trustee. As to any facts material to the opinions expressed herein which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others. Additionally, we have assumed for purposes of this letter and the opinions in paragraphs 1 and 2 below that the law of Minnesota is substantially the same as the law of New York. We are not licensed to practice law in Minnesota.

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1.             The issuance and exchange of the Exchange Notes for the Original Notes have been duly authorized by requisite corporate action by the Company, and the issuance of the Exchange Guarantees has been duly authorized by requisite corporate or limited liability company action, as applicable, by the Guarantors.

2.             The Exchange Notes will be valid and binding obligations of the Company, and the Exchange Guarantees will be valid and binding obligations of the Guarantors, in each case, entitled to the benefits of the Indenture and enforceable against the Company and the Guarantors, respectively, in accordance with their terms, except to the extent that the enforceability thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (y) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (z) an implied covenant of good faith and fair dealing and when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), shall have become effective under the Securities Act; (ii) the Exchange Securities are duly executed and authenticated in accordance with the provisions of the

Indenture; and (iii) the Exchange Securities shall have been issued and delivered in exchange for the Original Securities pursuant to the terms set forth in the Prospectus.

The foregoing opinions are limited to the laws of the States of New York, California and Illinois, the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the laws of the United States of America to the extent referred to specifically herein, and we express no opinion with respect to the laws of any other country, state or jurisdiction.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus and to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Winston & Strawn LLP

SCHEDULE I

Windy City Investments, Inc.

Nuveen HydePark Group, LLC

Nuveen Asset Management

Nuveen Investments Advisers Inc.

Nuveen Investments Holdings, Inc.

Nuveen Investments Institutional Services Group LLC

NWQ Holdings, LLC

NWQ Investment Management Company, LLC

Nuveen Investment Solutions, Inc.

Rittenhouse Asset Management, Inc.

Santa Barbara Asset Management, LLC

Symphony Asset Management LLC

Tradewinds Global Investors, LLC

Winslow Capital Management, Inc.

EX-10.7

Exhibit 10.7

Schedules

Schedule 1.01(a)	—	Subsidiary Guarantors
Schedule 1.01(b)	—	Immaterial Subsidiaries
Schedule 2.01	—	Lenders and Commitments
Schedule 3.04	—	Governmental Consents
Schedule 3.08	—	Subsidiaries
Schedule 3.09	—	Litigation
Schedule 3.14	—	Pension Plans
Schedule 3.15	—	Environmental Matters
Schedule 3.17	—	Labor Matters
Schedule 3.19	—	Intellectual Property
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens

Schedule 1.01(a)

Subsidiary Guarantors

Nuveen Asset Management

Nuveen Investments Holdings, Inc.

Symphony Asset Management LLC

Santa Barbara Asset Management, LLC

Rittenhouse Asset Management, Inc.

NWQ Holdings, LLC

NWQ Investment Management Company, LLC

Tradewinds Global Investors, LLC

Nuveen Investments Institutional Services Group LLC

Nuveen Investments Advisers Inc.

Richards & Tierney, Inc.

Nuveen HydePark Group, LLC

Schedule 1.01(b)

Immaterial Subsidiaries

Nuveen Commodities Asset Management, LLC

Nuveen Asia Investments, Inc.

Nuveen Investments Canada Co.

Schedule 2.01

Lenders and Commitments

A. Credit Facilities

Lenders		Revolving Credit Commitments		Term Loan Commitments
DEUTSCHE BANK AG, NEW YORK BRANCH		$	66,666,666.67	$	617,333,333.33
WACHOVIA BANK, N.A.		$	66,666,666.67	$	617,333,333.33
MERRILL LYNCH CAPITAL CORPORATION		$	66,666,666.67	$	617,333,333.33
MORGAN STANLEY BANK		$	50,000,000.00	$	463,000,000.00
	TOTALS:	$	250,000,000.00	$	2,315,000,000.00

B. Lender Addresses

LENDERS	ADDRESSES
DEUTSCHE BANK AG, NEW YORK BRANCH	60 Wall Street New York, NY 10005
	Attention: Paul O’Leary
	Tel: (212) 250-6133
	Fax: (212) 797-5690
WACHOVIA BANK, N.A.	201 S. College Street
	Charlotte, NC 28202
	Attention: Tara Moore
	Tel: (704) 374 6145
	Fax: (704) 715 0091
	and
	201 S. College Street
	Charlotte, NC 28202
	Attention: William Dunn
	Tel: (704) 715 7608
	Fax: (704) 715 0081

LENDERS	ADDRESSES
MERRILL LYNCH CAPITAL CORPORATION	4 World Financial Center, 17th Floor
	New York, NY 10080
	Attention: Gillian Prince/Joseph Battista
	Tel: (212) 449 7839/1035
	Fax: (212) 449 9435
MORGAN STANLEY BANK	One Pierrepont Plaza, 7th Floor
	300 Cadman Plaza West
	Brooklyn NY 11201
	Attention: Edward Henley
	Tel: (718) 754 7285
	Fax: (718) 754 7250
	and
	Attention: Martin Telford/Ly Dinh
	Tel: 44 20 7677 2266/0666
	Fax: ###-##-####

Schedule 3.04

Governmental Consents

None.

Schedule 3.08

Subsidiaries

Subsidiary	Jurisdiction of Organization/ Organizational Number	Parent Company	Outstanding Number of Equity Interest /Percentage of Ownership of Parent Company	Subsidiary Guarantor
Windy City Acquisition Corp.	Delaware 4372687	Windy City Investments, Inc.	1,000	No
Nuveen Investments, Inc.(1)	Delaware 2292038	Windy City Investments, Inc.	1,000	No
Nuveen Investments Institutional Services Group LLC	Delaware 3657563	Nuveen Investments, Inc.	100%	Yes
Nuveen Investments Holdings, Inc.	Delaware 3413898	Nuveen Investments, Inc.	1,000	Yes
Nuveen Asset Management	Delaware 0859952	Nuveen Investments, Inc.	1,000	Yes
Nuveen Investments Advisers Inc.	Delaware 3566797	Nuveen Investments, Inc.	1,000	Yes
Santa BarbaraAsset Management, LLC	Delaware 3992368	Nuveen Investments, Inc.	200,000 Class 1 Interests	Yes
Rittenhouse Asset Management, Inc.	Delaware 0882765	Nuveen Investments, Inc.	1,000	Yes
Symphony Asset Management LLC	California 199619810033	Nuveen Investments, Inc. Nuveen Investments Holdings, Inc.	2,000 Class 1 Interests 2,000 Class 2 Interests	Yes
Richards & Tierney, Inc.	Illinois 5341-398-6	Nuveen Investments, Inc.	57,154.15020	Yes
NWQ Holdings, LLC	Delaware 4096396	Nuveen Investments, Inc.	2,000 Class 1 Interests	Yes
Nuveen HydePark Group, LLC	Delaware 3378360	Richards & Tierney, Inc.	100%	Yes
NWQ Investment Management Company, LLC	Delaware3528067	NWQ Holdings, LLC	100% of Class 1 Interests	Yes

(1) Upon the effective time of the Merger, this entity will be merged with and into Windy City Acquisition Corp.

Subsidiary	Jurisdiction of Organization/ Organizational Number	Parent Company	Outstanding Number of Equity Interest /Percentage of Ownership of Parent Company	Subsidiary Guarantor
Tradewinds Global Investors, LLC	Delaware 4067912	NWQ Holdings, LLC	2,000 Class 1 Interests	Yes
Nuveen Commodities Asset Management, LLC	Delaware4053408	Nuveen Investments, Inc.	100%	No
Nuveen Investments, LLC	Delaware 0662812	Nuveen Investments, Inc.	100%	No
Nuveen Asia Investments, Inc.	Delaware 3325143	Nuveen Investments, lnc.	100	No
Nuveen Investments Canada Co.	Nova Scotia	Nuveen Investments Holdings, Inc.	1	No

Schedule 3.09

Litigation

None.

Schedule 3.15

Environmental Matters

None.

Schedule 3.17

Labor Matters

None.

Schedule 3.19

Intellectual Property

None.

Schedule 6.01

Existing Indebtedness

Indebtedness incurred pursuant to the Existing Notes Documentation

Indebtedness incurred by Nuveen Investments, LLC under the uncommitted line of credit with Citibank, N.A.

Indebtedness incurred by Nuveen Investments, LLC under the uncommitted line of credit with Bank of New York

Schedule 6.02

Existing Liens

Debtor	Secured Party	Type of Search	Filing Number	Filing Date	Description
Nuveen Investments, Inc. et al	Salman Khan	Local Litigation-Los Angeles County,California	BC371734	05/25/2007	Civil-Wrongful Termination

EXHIBIT A

to the Credit Agreement

FORM OF
ADMINISTRATIVE QUESTIONNAIRE

Please complete and fax to Deutsche Bank AG New York Branch deal administration unit:

(Fax: (201) 593-2314 / 2311, Attn: Noreen Young or email: noreen.young@db.com)

Nuveen Investments, Inc. $2,565,000,000 Credit Facilities
Deutsche Bank AG New York Branch		Your institution information
Full legal name of bank:
(for credit agreement purposes)
Name and title of person:
(executing the credit agreement)
Address for execution copies:
(provide street address for hand deliveries)
Credit contact:		Credit contact — your institution
Name:	Paul O’Leary
Title:	Vice President
Address:	60 Wall Street
	New York, NY 10005
Phone:	(212) 250-6133
Fax:	(212) 797-5690
Email:	paul.oleary@db.com
Operations contact:		Operations contact — your institution
Name:	Noreen Young
Title:	Associate
Address:	90 Hudson Street
	Jersey City, NJ
Phone:	(201) 593-2445
Fax:	(201) 593-2314
Email:	noreen.young@.db.com
Movement of funds (advances):		Movement of funds to your institution(principal payments, interest, fees)
Name:	Deutsche Bank AG New York Branch
City, state:	New York, NY 10005
ABA no:	021001033
Acct. name:	Loan Administration
Acct. no.:	60200119
Attn:	Noreen Young
Reference:	Nuveen Investments, Inc.

FOR WITHHOLDING TAX PURPOSES, PLEASE IDENTIFY YOUR BANK / COMPANY’S STATUS:

U.S. CORPORATION          NON-U.S. (FOREIGN) CORPORATION          

Please advise Noreen Young if there are any changes to this form after the Closing Date or date upon which you execute this form, as applicable.

Prepared by: Phone:

2

EXHIBIT B

to the Credit Agreement

FORM OF
ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date (as defined below) and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans identified below (including without limitation the Term Loans, the Revolving Loans, any Letters of Credit and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (1) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor except as set forth in The Standard Terms and Conditions attached hereto and incorporated by reference herein.

1.	Assignor (the “Assignor”):
2.	Assignee (the “Assignee”):
3.	Borrower (the “Borrower”):	[Windy City Acquisition Corp.] [Nuveen Investments, Inc.]
4.	Administrative Agent:	Deutsche Bank AG New York Branch, as the Administrative Agent under the Credit Agreement
5.	Credit Agreement:	The Credit Agreement dated as of November 13, 2007 (as amended, amended and restated,

supplemented or otherwise modified from time to time, the “Credit Agreement”), among Windy City Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a Delaware Corporation (to be merged with and into Nuveen Investments, Inc., a Delaware corporation) as the Borrower, the lenders party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation agents.

6.Assigned Interest:

Assignor Assignee Class of
Commitments/
Loans
Assigned Aggregate
Amount of
Commitments/
Loans(1) for all
Lenders Amount of
Commitment/
Loans
Assigned Percentage
Assigned of
Commitment/
Loans(2) CUSIP
Number

7.Effective Date of Assignment (the “Effective Date”):              , 20(3)

(1)  The outstanding amount of Loans should be included only to the extent the related Commitment therefore has terminated.

(2)  Set forth, to at least 9 decimals.

(3)  To be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the register therefor.

2

The terms set forth in this Assignment and Acceptance are hereby agreed to:

ASSIGNOR:
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE:
[NAME OF ASSIGNEE]
By:
		Name:
		Title:

3

[Consented to and] (4) Accepted:

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent

By:
	Name:
	Title:
[Consented to:

[WINDY CITY ACQUISITION CORP.][NUVEEN INVESTMENTS, INC.,] as a Borrower

By:
	Name:
	Title:	]	(5)
[Consented to:

[ISSUING BANK(S)], as an Issuing Bank

By:
	Name:
	Title:	]	(6)

(4) Consent of the Administrative Agent is not required for assignments made to a Lender or an Affiliate or a Related Fund of a Lender (in each case, other than to Disqualified Institutions).

(5) Consent of the Borrower is not required for assignments made (A) to a Lender or an Affiliate or a Related Fund of a Lender (in each case, other than to Disqualified Institutions) or (B) during the continuance of any Event of Default arising under clause (b), (c), (g), (i) or (h) of Article VII of the Credit Agreement.

(6) Consent of each Issuing Bank (to the extent its L/C Exposure equals or exceeds $5,000,000) is required for any assignment of a Revolving Credit Commitment.

4

ANNEX I

to Assignment and Acceptance

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE

1.     Representations and Warranties.

1.1    Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document delivered pursuant thereto (other than this Assignment), or any other collateral thereunder, (iii) the financial condition of the Borrower, any subsidiary, or any other person or any Loan Document or (iv) the performance or observance by the Borrower, any of their subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement or any other Loan Document.

1.2    Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is legally authorized to enter into this Assignment and Acceptance, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 3.05(a)thereof or delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, (vii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.20(e)of the Credit Agreement, duly completed and executed by the Assignee, and (viii) that all representations and warranties set forth in Section 9.04(c) with respect to the Assignee are true and correct; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with

their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (c) appoints and authorizes each of the Administrative Agent, the Syndication Agent and any Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, the Syndication Agent or such Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.

1.3    Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

1.4    Effect of Assignment. Upon the delivery of a fully executed original hereof and the delivery of the other requirements under Section 9.04(e) of the Credit Agreement to the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

1.5    General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York (including, without limitation, Section 5.1401 of the General Obligations Law).

EXHIBIT C-1

to the Credit Agreement

FORM OF
BORROWING REQUEST

Deutsche Bank AG New York Branch

Noreen Young

100 Plaza - 8th Floor

Jersey City, NJ 07311-3901

Phone: (201) 593-2445

Fax: (201) 593-2314

With a copy to:

Paul J. O’Leary

60 Wall Street, MS NYC60-0208

New York, New York 10005

Tel: 212 250-6133
Fax: 212 797-5690

[DATE](1)

Ladies and Gentlemen:

The undersigned, [Windy City Acquisition Corp., a Delaware corporation (“Merger Sub”), to be merged with and into Nuveen Investments, Inc., (the “Company”)](2) [Nuveen Investments, Inc., a Delaware corporation](3), refers to the Credit Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, [the Company] [Windy City Acquisition Corp., a Delaware corporation (“Merger Sub”), to be merged with and into the Borrower], Windy City Investments, Inc., a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity and including any permitted successor or assign, the “Administrative  Agent”), and as Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the Credit Facilities,

(1) Must be notified irrevocably by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:30 p.m. (New York City time), 3 Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:30 p.m (New York City time), one Business Day before a proposed Borrowing, in each case to be promptly confirmed by hand delivery or fax.

(2) Use this bracketed language for borrowings on the Closing Date.

(3) Use this bracketed language for borrowings after the Closing Date.

Wachovia Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation agents.

The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in connection with such Borrowing sets forth below the terms on which the Borrowing is requested to be made:

(A)	Type of Borrowing:(4)
(B)	Date of Borrowing:(5)
(C)	Account Number and Locationfor disbursement of funds:
(D)	Principal Amount and Currency of Borrowing(6):
(E)	Interest Period:(7)
(F)	Revolving Credit Exposure:(8)

[Remainder of this page intentionally left blank]

(4) Specify a Term Loan Borrowing or a Revolving Credit Borrowing, and either a Eurodollar Borrowing or an ABR Borrowing.

(5) Date of Borrowing must be a Business Day.

(6) Minimum Borrowing amount is (x) with respect to Term Loans, (i) $1,000,000 in the case of ABR Loans and (ii) $5,000,000 in the case of Eurodollar Loans, (y) with respect to Revolving Loans, an aggregate principal amount of at least (i) $250,000 in the case of ABR Loans and (ii) $1,000,000 in the case of Eurodollar Loans and (z) with respect to Swingline Loans, an aggregate principal amount at lease $100,000.

(7) If such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto.

(8) After giving effect to the proposed Borrowing.

2

The undersigned hereby represents and warrants to the Administrative Agent and the relevant Lenders that, on the date of the related Borrowing, the conditions to lending specified Section 4.01(b) and (c) [and Section 4.02(9)] of the Credit Agreement have been satisfied or waived.

[WINDY CITY ACQUISITION CORP.]
[NUVEEN INVESTMENTS, INC.]
By:
	Name: [                                  ]
	Title:   [                                  ]

(9) Use this bracketed language for any Borrowing made on the Closing Date.

3

EXHIBIT C-2

FORM OF LETTER OF CREDIT REQUEST

Dated

Deutsche Bank AG New York Branch, as Administrative Agent, under the Credit Agreement, dated as of November 13, 2007 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among Windy City Investments, Inc. (as “Holdings”), Windy City Acquisition Corporation (to be merged with and into Nuveen Invesments, Inc.) (the “Borrower”), the lenders from time to time party thereto, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding Inc. as Arrangers, Wachovia Capital Markets, LLC, as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Documentation Agents, and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent.

60 Wall Street

New York, New York 10005

Attention: [                          ]

Deutsche Bank AG New York Branch, as Issuing Bank

under the Credit Agreement

60 Wall Street

New York, New York 10005 MS NYC-2708

Attention: Global Loan Operations, Standby Letter of Credit

Unit

Ladies and Gentlemen:

Pursuant to Section 2.23(a) of the Credit Agreement, we hereby request that the Issuing Bank referred to above issue a standby Letter of Credit for the account of the undersigned or one of its subsidiaries on November [    ], 2007 (the “Date of Issuance”) in the aggregate stated amount of               .

For purposes of this Letter of Credit Request, unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement shall have the respective meaning provided therein.

1

The beneficiary of the requested Letter of Credit will be                              , and such Letter of Credit will be in support of               and will have a stated expiration date of                         .

We hereby certify that:

(A)the representations and warranties contained in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects on the Date of Issuance, both before and after giving effect to the issuance of the Letter of Credit requested hereby, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and

(B)no Default or Event of Default has occurred and is continuing nor, after giving effect to the issuance of the Letter of Credit requested hereby, would such a Default or Event of Default occur.

Copies of all documentation with respect to the supported transaction are attached hereto.

NUVEEN INVESTMENTS INC.
By:
	Name:
	Title:

2

EXHIBIT D

to the Credit Agreement

FORM OF
GUARANTEE AND COLLATERAL AGREEMENT

[Form circulated separately]

EXHIBIT E

to the Credit Agreement

FORM OF
NON-BANK CERTIFICATE

Reference is made to the Credit Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Windy City Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a Delaware corporation, to be merged with and into Nuveen Investments, Inc., a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, together with any permitted successor or assign, the “Administrative Agent”), and as Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation agents.                (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.20(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants to the Borrower that the Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

[NAME OF NON-U.S. LENDER]
By:
	Name:
	Title:

Date:          , 20    

EXHIBIT F-1

to the Credit Agreement

FORM OF
TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, dated as of [         ], 200[       ] (this “Agreement”), among [GRANTOR] (“Grantor”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent (the “Collateral Agent”) for the Secured Parties.

Reference is made to the Guarantee and Collateral Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among Windy City Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a Delaware corporation (to be merged with and into Nuveen Investments, Inc., a Delaware corporation) and the Collateral Agent. The Lenders have extended credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower (as defined therein), the lenders from time to time party thereto, Windy City Investments, Inc., Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation agents. Consistent with the requirements of the Credit Agreement and pursuant to and in accordance with Section 3.01(b) and Section 3.02(b) of the Security Agreement, the parties hereto agree as follows:

Section 1.               Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

Section 2.               Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations (other than contingent obligations), each Grantor, pursuant to the Security Agreement, did and hereby does, to the extent required by the Security Agreement, grant to the Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title or interest in or to any and all of the following assets and properties (solely to the extent that they are part of the Collateral and expressly excluding the Excluded Collateral) now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

(a)           all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including

registrations and registration applications in the United States Patent and Trademark Office, and all extensions or renewals thereof, including those registrations and registration applications in the United States Patent and Trademark Office listed on Schedule I and II (the “Trademarks”);

(b)all goodwill associated with or symbolized by the Trademarks;

(c)all assets, rights and interests that uniquely reflect or embody the Trademarks;

(d)the right to sue third parties for past, present and future infringements of any Trademark; and

(e)all proceeds of and rights associated with the foregoing.

Notwithstanding the foregoing, in no event shall any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions), or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, distributions and dividends), constitute Trademark Collateral for any purpose herein (including, without limitation the grant of any security interest or lien in favor of the Collateral Agent, on behalf of the Secured Parties).

Section 3.               Security Agreement.            The security interests granted to the Collateral Agent herein are granted solely in furtherance, and not in limitation or expansion, of the security interests granted to the Collateral Agent pursuant to the Security Agreement. The Collateral Agent and each Grantor hereby acknowledge and affirm that the rights and remedies of the other parties hereto with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein (including, without limitation, Sections 7.14 and 7.20 of the Security Agreement). In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 4.               Termination. At the request and expense of the Grantor upon or after the occurrence of the Termination Date (as defined in the Security Agreement) or permitted dispositions of the Trademark Collateral, the Collateral Agent shall execute, acknowledge, and deliver to the Grantor an instrument in writing releasing the security interest in the Trademark Collateral acquired under this Agreement.

[Remainder of this page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[GRANTOR]
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK
BRANCH, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

3

Schedule I

Trademarks

Registered Owner Mark Registration
Number Expiration
Date

Schedule II

Trademark Applications

Registered Owner Mark Registration
Number Date
Filed

4

EXHIBIT F-2

to the Credit Agreement

FORM OF

PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT, dated as of [              ], 200[    ] (this “Agreement”), among [GRANTOR] (“Grantor”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent (the “Collateral Agent”) for the Secured Parties.

Reference is made to the Guarantee and Collateral Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among Windy City Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a Delaware corporation (to be merged with and into Nuveen Investments, Inc., a Delaware corporation) and the Collateral Agent. The Lenders have extended credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower (as defined therein), the lenders from time to time party thereto, Windy City Investments, Inc., Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation agents. Consistent with the requirements of the Credit Agreement and pursuant to and in accordance with Section 3.01(b) and Section 3.02(b) of the Security Agreement, the parties hereto agree as follows:

Section 1.               Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

Section 2.               Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations (other than contingent obligations), each Grantor, pursuant to the Security Agreement, did and hereby does, to the extent required by the Security Agreement, grant to the Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title or interest in or to any and all of the following assets and properties (solely to the extent that they are part of the Collateral and expressly excluding the Excluded Collateral) now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

(a)           all letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States Patent and Trademark Office listed on Schedule I and II (the “Patents”);

(b)           all reissues, continuations, divisions, continuations in part, renewals or extensions thereof, and all inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein;

(c)           the right to sue third parties for past, present and future infringements of any Patent; and

(d)           all proceeds of and any right associated with the foregoing.

Notwithstanding the foregoing, in no event shall any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions), or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, distributions and dividends), constitute Patent Collateral for any purpose herein (including, without limitation the grant of any security interest or lien in favor of the Collateral Agent, on behalf of the Secured Parties).

Section 3.               Security Agreement.            The security interests granted to the Collateral Agent herein are granted solely in furtherance, and not in limitation or expansion, of the security interests granted to the Collateral Agent pursuant to the Security Agreement. The Collateral Agent and each Grantor hereby acknowledge and affirm that the rights and remedies of the other parties hereto with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein (including, without limitation, Sections 7.14 and 7.20 of the Security Agreement). In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 4.               Termination. At the request and expense of the Grantor upon or after the occurrence of the Termination Date (as defined in the Security Agreement) or permitted dispositions of the Patent Collateral, the Collateral Agent shall execute, acknowledge, and deliver to the Grantor an instrument in writing releasing the security interest in the Patent Collateral acquired under this Agreement.

[Remainder of this page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[GRANTOR]
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK
BRANCH, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

3

Schedule I

Patents

Registered Owner Type Registration
Number Expiration
Date

Schedule II

Patent Applications

Registered Owner Type Registration
Number Date
Filed

4

EXHIBIT F-3

to the Credit Agreement

FORM OF

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT SECURITY AGREEMENT, dated as of [          ], 200[        ] (this “Agreement”), among [GRANTOR] (“Grantor”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent (the “Collateral Agent”) for the Secured Parties.

Reference is made to the Guarantee and Collateral Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among Windy City Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a Delaware corporation (to be merged with and into Nuveen Investments, Inc., a Delaware corporation) and the Collateral Agent. The Lenders have extended credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower (as defined therein), the lenders from time to time party thereto, Windy City Investments, Inc., Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation agents. Consistent with the requirements of the Credit Agreement and pursuant to and in accordance with Section 3.01(b) and Section 3.02(b) of the Security Agreement, the parties hereto agree as follows:

Section 1.               Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

Section 2.               Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations (other than contingent obligations), each Grantor, pursuant to the Security Agreement, did and hereby does, to the extent required by the Security Agreement, grant to the Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title or interest in or to any and all of the following assets and properties (solely to the extent that they are part of the Collateral and expressly excluding the Excluded Collateral) now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”):

(a)           all copyright rights in any work subject to the copyright laws of the United States whether as author, assignee, transferee or otherwise,

(b)           all registrations and applications for registration of any such copyright in the United States, including registrations and pending applications for registration in the United States Copyright Office listed on Schedule I and II (the “Copyrights”);

(c)           the right to sue third parties for past, present and future infringements of any copyright, and

(d)           all proceeds of and rights associated with the foregoing.

Notwithstanding the foregoing, in no event shall any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions), or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, distributions and dividends), constitute Copyright Collateral for any purpose herein (including, without limitation the grant of any security interest or lien in favor of the Collateral Agent, on behalf of the Secured Parties).

Section 3.               Security Agreement.            The security interests granted to the Collateral Agent herein are granted solely in furtherance, and not in limitation or expansion, of the security interests granted to the Collateral Agent pursuant to the Security Agreement. The Collateral Agent and each Grantor hereby acknowledge and affirm that the rights and remedies of the other parties hereto with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein (including, without limitation, Sections 7.14 and 7.20 of the Security Agreement). In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 4.               Termination. At the request and expense of the Grantor upon or after the occurrence of the Termination Date (as defined in the Security Agreement) or permitted dispositions of the Copyright Collateral, the Collateral Agent shall execute, acknowledge, and deliver to the Grantor an instrument in writing releasing the security interest in the Copyright Collateral acquired under this Agreement.

[Remainder of this page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[GRANTOR]
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK
BRANCH, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

3

Schedule I

Copyrights

Registered Owner Title Registration
Number Expiration
Date

Schedule II

COPYRIGHT APPLICATIONS

Registered Owner Title Registration
Number Date
Filed

4

EXHIBIT G-1

[FORM OF]

REVOLVING CREDIT NOTE

$[               ]	New York, New York
	[                   ], 20[ ]

FOR VALUE RECEIVED, the undersigned, [WINDY CITY ACQUISITION CORP., a Delaware corporation (“Merger Sub”), to be merged with and into Nuveen Investments, Inc., a Delaware corporation (the “Company”)](16) [NUVEEN INVESTMENTS, INC., a Delaware corporation](17) (the “Borrower”), hereby promises to pay to [         ] (the “Lender”) or its registered assigns, at the office of Deutsche Bank AG New York Branch (the “Administrative Agent”) at 60 Wall Street, New York, NY 10005, on the dates and in the amounts set forth in the Credit Agreement dated as of November 13, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Windy City Investments, Inc., a Delaware corporation, the Borrower, [the Company] [Windy City Acquisition Corp., a Delaware corporation (“Merger Sub”), to be merged with and into the Borrower], the Lenders (as defined in Article I of the Credit Agreement), Deutsche Bank AG New York Branch, as Administrative Agent and collateral agent for the Lenders thereunder (in such capacities, the “Collateral Agent”) and the other parties thereto from time to time, in immediately available funds in US dollars, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to Borrower pursuant to the Credit Agreement and to pay interest from the date of such Revolving Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from the due dates at a rate or rates provided in the Credit Agreement.

Pursuant to the terms of the Credit Agreement, to the extent permitted by applicable law, the Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make

(16) Use this bracketed language for borrowings on the Closing Date.

(17) Use this bracketed language for borrowings after the Closing Date.

such a notation or any error in such notation shall not affect the obligations of the Borrower under this Note.

This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[WINDY CITY ACQUISITION CORP.]
[NUVEEN INVESTMENTS, INC.]
By:
	Name:
	Title:

2

Schedule A to Note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

Date Amount of ABR
Loans Amount Converted to
ABR Loans Amount of Principal of
ABR Loans Repaid Amount of ABR Loans
Converted to
Eurodollar Loans Unpaid Principal
Balance of ABR Loans Notation Made
By

3

Schedule B to Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

Date Amount of
Eurodollar Loans Amount
Converted to
Eurodollar Loans Interest Period and
Eurodollar Loans
with Respect
Thereto Amount of
Principal of
Eurodollar Loans
Repaid Amount of
Eurodollar Loans
Converted to ABR
Loans Unpaid Principal
Balance of
Eurodollar Loans Notation Made
By

4

EXHIBIT G-2

[FORM OF]
TERM NOTE

$[               ]	New York, New York
	[                   ], 20[ ]

FOR VALUE RECEIVED, the undersigned, [WINDY CITY ACQUISITION CORP., a Delaware corporation (“Merger Sub”), to be merged with and into Nuveen Investments, Inc., a Delaware corporation (the “Company”)](18)[NUVEEN INVESTMENTS, INC., a Delaware corporation](19) (the “Borrower”), hereby promises to pay to [         ] (the “Lender”) or its registered assigns, at the office of Deutsche Bank AG New York Branch (the “Agent”) at 60 Wall Street, New York, NY 1000, on the dates and in the amounts set forth in the Credit Agreement dated as of November 13, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Windy City Investments, Inc., a Delaware corporation, the Borrower, [the Company][Windy City Acquisition Corp., a Delaware corporation (“Merger Sub”), to be merged with and into the Borrower], the Lenders (as defined in Article I of the Credit Agreement), Windy City Investments, Inc., Deutsche Bank AG New York Branch, as Administrative Agent and collateral agent for the Lenders thereunder (in such capacities, the “Collateral Agent”) and the other parties thereto from time to time, in immediately available funds in US dollars, the aggregate unpaid principal amount of the Term Loan made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Term Loan on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from the due dates at a rate or rates provided in the Credit Agreement.

Pursuant to the terms of the Credit Agreement, to the extent permitted by applicable law, the Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such

(18) Use this bracketed language for borrowings on the Closing Date.

(19) Use this bracketed language for borrowings after the Closing Date.

holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Note.

This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[WINDY CITY ACQUISITION
CORP.][NUVEEN INVESTMENTS, INC.]
By:
	Name:
	Title:

2

Schedule A to Note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

Date Amount of ABR Loans Amount Converted to
ABR Loans Amount of Principal of
ABR Loans Repaid Amount of ABR
Converted to
Eurodollar Loans Unpaid Principal
Balance of ABR Loans Notation Made
By

3

Schedule B to Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

Date Amount of
Eurodollar Loans Amount
Converted to
Eurodollar Loans Interest Period and
Eurodollar with
Respect Thereto Amount of
Principal of
Eurodollar Loans
Repaid Amount of
Eurodollar Loans
Converted to ABR
Loans Unpaid Principal
Balance of
Eurodollar Loans Notation Made
By

4

EXHIBIT H

[FORM OF]

SOLVENCY CERTIFICATE

November 13, 2007

Reference is hereby made to that certain Credit Agreement (the “Credit Agreement”), dated as of the date first written above, among Windy City Investments, Inc., a Delaware corporation, Windy City Acquisition Corp, a Delaware corporation (the “Borrower”), to be merged with and into Nuveen Investments, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Borrower (as defined therein), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent (in each case, as defined therein) for the Lenders, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the Credit Facilities (as defined therein), Wachovia Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation agents.

This Solvency Certificate is delivered to the Administrative Agent pursuant to Section 4.02(f) of the Credit Agreement. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [                       ], the [Vice President and Corporate Treasurer] of the Company, hereby certify on behalf of the Company, and not in any individual capacity, as follows:

1.             I am the [Vice President and Corporate Treasurer] of the Company and, as such, I am familiar with the properties, business and assets of the Company, and I am authorized to execute this Solvency Certificate.

2.             I have made such investigations and inquiries as I deem necessary and prudent in connection with the matters set forth herein and have reviewed the terms of the Credit Agreement and the other Loan Documents.

3.             On the Closing Date, after giving effect to the Transactions, the Loan Parties (on a consolidated basis) are Solvent.

*    *   *    *    *

1

IN WITNESS WHEREOF, the undersigned [Vice President and Corporate Treasurer] of the Company has executed this Solvency Certificate on behalf of the Company as of the date first written above.

NUVEEN INVESTMENTS, INC.
By:
	Name:	[               ]
	Title:	[Vice President and Corporate
	Treasurer]

EX-10.18

Exhibit 10.18

EXECUTION COPY

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this “Agreement”), effective as of November 13, 2007, is made by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (“MDP”), MLGPE U.S. Strategies LLC, a Delaware limited liability company (“Merrill”),  and the other parties appearing on the signature pages hereto (together with Merrill and MDP, the “Advisors”).

WHEREAS, on the terms and subject to the conditions contained in this Agreement, the Company desires to obtain certain management and consulting services from the Advisors and the Advisors desire to perform such services for the Company.

NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             Appointment of Advisors.  The Company appoints the Advisors and the Advisors accept appointment, in each case severally and not jointly, on the terms and conditions provided in this Agreement as advisors to the Company, its direct and indirect subsidiaries and Windy City Investments, Inc. and Windy City Investments Holdings, LLC (collectively, the “Nuveen Group”), including any other corporations or other entities hereafter formed or acquired by any member of the Nuveen Group to engage in any business.  The parties expressly acknowledge that (i) MDP is an affiliate of Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership (“MDCP V-A”), Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership (“MDCP V-C”), and Madison Dearborn Capital Partners V Executive-A, L.P., a Delaware limited partnership (“MDCP Executive” and, together with MDCP V-A and MDCP V-C, the “MDP Sponsors”), all of which are equityholders in the Company’s ultimate parent company, Windy City Investments Holdings, LLC, a Delaware limited liability company (“Holdings”) and (ii) the other Advisors are each affiliated with other equityholders of Holdings (such equityholders, together with the MDP Sponsors, are the “Sponsors”).  Additionally, the parties expressly acknowledge that principals of the Sponsors currently serve as members of the Board of Directors of the Company (the “Board”) and/or members of the board of directors (or board of managers, as applicable) of the other companies in the Nuveen Group.  It is understood that the Advisors’ rights and obligations hereunder shall be independent of the relationship between the Company and the Sponsors and the respective boards of directors (or managers, as applicable) of the Company and the other members of the Nuveen Group, and that, in performing its services hereunder, the Advisors are not acting in the capacity of equityholders of Holdings or any of its subsidiaries or members of the board of directors (or managers, as applicable) of the Company or any other member of the Nuveen Group.

2.             Board of Directors Supervision.  The activities of the Advisors to be performed under this Agreement shall be subject to the supervision of the Board and subject to reasonable policies not inconsistent with the terms of this Agreement adopted by the Board and in effect from time to time.  Notwithstanding the foregoing, the Advisors shall not have the authority to bind the Company or any other member of the Nuveen Group or any investor in the Company, and nothing contained herein shall be construed to create an agency relationship between the

Company or any other member of the Nuveen Group, or any investor in any of them, on the one hand, and the Advisors on the other hand.

3.             Services of the Advisors.  Subject to any limitations imposed by applicable law or regulation, the Advisors shall render or cause to be rendered management, consulting and financial services to the Company and the other members of the Nuveen Group as requested from time to time by the Board and agreed to by such Advisor(s), which services may include advice and assistance concerning any and all aspects of the operations, planning and financing of the Company and the other members of the Nuveen Group and conducting relations on behalf of the Company or the other members of the Nuveen Group with accountants, attorneys, financial advisors and other professionals.  The Advisors shall provide and devote to the performance of this Agreement such employees, affiliates and agents of the Advisors as the Advisors shall deem reasonably sufficient and appropriate to the furnishing of the services hereunder.  In addition, the Advisors shall, as requested by the Board and agreed to by such Advisor(s), render advice and expertise in connection with any acquisitions or dispositions undertaken by the Company or the other members of the Nuveen Group.  Notwithstanding anything in this Agreement to the contrary, the Advisors shall not be entitled to a management fee under this Agreement.

4.             Reimbursement of Expenses; Independent Contractor.  All obligations or expenses incurred by the Advisors in the performance of their duties under this Agreement shall be for the account of, on behalf of, and at the expense of the Company, and all such expenses shall be promptly reimbursed by the Company.  The Advisors shall not be obligated to make any advance to or for the account of the Company or any other member of the Nuveen Group or to pay any sums, except out of funds held in accounts maintained by the Company or any other member of the Nuveen Group, nor shall the Advisors be obligated to incur any liability or obligation for the account of the Company or any other member of the Nuveen Group.  The Company shall reimburse the Advisors by wire transfer of immediately available funds for any amount paid by the Advisors pursuant to the foregoing, which shall be in addition to any other amount payable to the Advisors under this Agreement.  The Advisors shall be independent contractors, and nothing in this Agreement shall be deemed or construed to (i) create a partnership or joint venture between the Company or any other member of the Nuveen Group and the Advisors or among the Advisors, (ii) cause the Advisors to be responsible in any way for the debts, liabilities or obligations of the Company or any other party, or (iii) cause the Advisors or any of their employees, partners or members to be officers, employees or agents of the Company or any other member of the Nuveen Group.

5.             Other Activities of Advisors; Investment Opportunities.  The Company acknowledges and agrees that neither the Advisors nor any of the Advisors’ employees, officers, directors, affiliates or associates (collectively, the “Advisors Group”) shall be required to devote full time and business efforts to the duties of the Advisors specified in this Agreement, but instead shall devote only so much of such time and efforts as the Advisors reasonably deem necessary.  The Company further acknowledges and agrees that members of the Advisors Group are engaged in the business of investing in, acquiring and/or managing businesses for their own account, for the account of their affiliates and associates and for the account of other unaffiliated parties, and understands that the Advisors plan to continue to be engaged in such business (and other business or investment activities) during the term of this Agreement.  The Advisors make no representations or warranties, express or implied, in respect of the services to be provided by

2

the Advisors Group.  Except as the Advisors may otherwise agree in writing after the date hereof: (a) each member of the Advisors Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as the members of the Nuveen Group or (ii) do business with any client or customer of the members of the Nuveen Group; (b) no member of the Advisors Group shall be liable to any member of the Nuveen Group for breach of any duty (contractual or otherwise) by reason of any of the activities described in (i) or (ii) or of such member’s participation therein; and (c) in the event that any member of the Advisors Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for any member of the Nuveen Group, on the one hand, and such member of the Advisors Group, on the other hand, or any other person or entity, no member of the Advisors Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any other member of the Nuveen Group, and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisors Group shall be liable to any member of the Nuveen Group for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisors Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person or entity, or does not present such opportunity to any member of the Nuveen Group.  In no event will any member of the Advisors Group be liable to any member of the Nuveen Group for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than for claims relating to the services which may be provided by the Advisors hereunder (subject to Section 8 hereof).

6.             Financing Fees.

(a)           At the time of any equity or debt financing for Holdings, the Company or any of their respective subsidiaries that occurs after the date hereof and that is provided by either or both of the Sponsors or their respective affiliates, the Company shall pay to the Advisors, as well as to the other investors in Windy City Investments Holdings, LLC, that participate in such financing, in cash an aggregate placement fee equal to up to four percent (4%) of the gross amount of any equity financing provided by such investors or its affiliates and up to two and a half percent (2.5%) of the gross amount of any debt financing provided by the Sponsors or their respective affiliates, provided that, in each case, MDP and Merrill shall determine in their joint discretion how large a fee, if any, to which the Advisors shall be entitled, up to the foregoing caps.

(b)           Any payment pursuant to this Section 6 shall be made in cash by wire transfer(s) of immediately available funds to or among one or more accounts as designated from time to time by the Advisors to the Company in writing.

7.             Term.  This Agreement shall commence effective as of the date hereof and shall remain in effect until the date on which none of the Sponsors nor any of their respective affiliates hold directly or indirectly any equity securities of Holdings or its successors.  In addition, MDP may terminate this Agreement at any time upon written notice to the Company, such termination to be effective upon the Company’s receipt of such written notice.  No termination of this Agreement, whether pursuant to this Section 7 or otherwise, shall affect the Company’s

3

obligations with respect to the fees, costs and expenses incurred by the Advisors in rendering services hereunder and not reimbursed by the Company as of the effective date of such termination.  In addition, the provisions of Sections 8, 9, 16, 17 and 20 shall survive the termination of this Agreement and remain binding and in effect.

8.             Liability.  No member of the Advisors Group (including any person or entity acting for or on behalf of the Advisors) shall be liable for any mistakes of fact, errors of judgment, or losses sustained by the Company or any other members of the Nuveen Group or for any acts or omissions of any kind (including acts or omissions of the Advisors), except to the extent caused by intentional misconduct of the applicable Advisors as finally determined by a court of competent jurisdiction.

9.             Indemnification of Advisors.  If and to the extent MDP, in its sole discretion, requests, the Company and the other members of the Nuveen Group hereby agree to jointly and severally indemnify and hold harmless the Advisors and their present and future officers, directors, affiliates, employees and agents (“Indemnified Parties”) from and against all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys’ fees) arising from their performance of services hereunder.  The Company and the other members of the Nuveen Group further agree to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys’ fees and expenses), subject to an undertaking from such Indemnified Party to repay the Company if such party is determined not to be entitled to such indemnity.

10.           Assignment.  Without the consent of the Advisors, the Company shall not assign, transfer or convey any of its rights, duties or interest under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it hereunder.  The Advisors shall not assign, transfer or convey any of their rights, duties or interest under this Agreement, nor shall they delegate any of their obligations or duties required to be kept or performed under this Agreement, except that the Advisors may transfer their rights and delegate their obligations hereunder to (i) their respective affiliates or (ii) to each other.

11.           Notices.  All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (i) delivered personally to the recipient, (ii) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day, (iii) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) received via electronic mail by the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if received via electronic mail before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day after such receipt.  Such notices, demands, and other communications shall be sent to the address for such recipient indicated below:

If to the Company:	Nuveen Investments, Inc.
	333 W. Wacker Drive
	Chicago, IL 60606

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	Facsimile: (312) 917-7952
	Attention: John L. MacCarthy, Esq
If to the Advisors:	Madison Dearborn Partners V-B, L.P.
	Three First National Plaza
	38th Floor
	Chicago, Illinois 60602
	Facsimile: (312) 895-1056
	Telephone: (312) 895-1000
	Electronic Mail: mtresnowski@MDCP.com
	Attention: General Counsel
	with copies to (which shall not constitute notice):
	Kirkland & Ellis LLP
	200 East Randolph Drive
	Chicago, IL 60601
	Facsimile: (312) 861-2200
	Telephone: (312) 861-2000
	Electronic Mail:		rporter@kirkland.com
			rhayward@kirkland.com
	Attention:	Richard W. Porter, P.C.
		Robert M. Hayward, Esq.

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

12.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

13.           No Waiver.  The failure by any party to exercise any right, remedy or elections herein contained or permitted by law shall not constitute or be construed as a waiver or relinquishment for the future exercise of such right, remedy or election, but the same shall continue and remain in full force and effect.  All rights and remedies that any party may have at law, in equity or otherwise upon breach of any term or condition of this Agreement, shall be distinct, separate and cumulative rights and remedies and no one of them, whether exercised or not, shall be deemed to be in exclusion of any other right or remedy.

14.           Amendment.  The provisions of this Agreement may be amended or modified only with the prior written consent of the Company and MDP.  No other Advisor’s consent is

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required to amend or modify this Agreement, except that the consent of each Advisor is required to the extent that an amendment imposes any additional obligation or liability on the Advisor.

15.           Entire Agreement.  This Agreement contains the entire agreement between the parties hereto with respect to the matters herein contained and any agreement hereafter made shall be ineffective to effect any change or modification, in whole or in party, unless such agreement is in writing and signed by the party against whom enforcement of the change or modification is sought.

16.           Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

17.           MUTUAL WAIVER OF JURY TRIAL.  BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.

18.           Successors.  This Agreement and all the obligations and benefits hereunder shall inure to the successors and permitted assigns of the parties.

19.           Counterparts.  This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document.  All counterparts shall be construed together and constitute the same instrument.

20.           Confidentiality.   The Company may not disclose the terms of this Agreement except as may be required by applicable law or the rules of any exchange on which the Company’s or its affiliates’ securities are traded.

*       *       *       *

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IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be executed and delivered as of the date first above written.

MADISON DEARBORN PARTNERS V-B, L.P.
By:	Madison Dearborn Partners V-B, L.P.
Its:	General Partner
By:	Madison Dearborn Partners, LLC
Its:	General Partner
By:		/s/ Timothy M. Hurd
Name:		Timothy M. Hurd
Title:		Managing Director

Signature Page to Services Agreement

MLGPE U.S. STRATEGIES LLC
By:	/s/ Michael S. Rubinoff
Name:	Michael S. Rubinoff
Title:	Managing Director

Signature Page to Services Agreement

DLJ MERCHANT BANKING, INC.
By:	/s/ Kenneth Lohsen
Name:	Kenneth Lohsen
Title:	Vice President

Signature Page to Services Agreement

DB INVESTMENT PARTNERS, INC.
By:	/s/ Michael Thomas Iben
Name:	Michael Thomas Iben
Title:	Director
By:	/s/ Joseph J. Rice
Name:	Joseph J. Rice
Title:	Director

Signature Page to Services Agreement

NUVEEN INVESTMENTS, INC.
By:	/s/ Larry W. Martin
Name:	Larry W. Martin
Title:	Vice President And Assistant Secretary

Signature Page to Services Agreement

BAMCO, INC.
By:	/s/ Linda S. Martinson
Name:	Linda S. Martinson
Title:	President & COO

Signature Page to Services Agreement

EX-10.21

Exhibit 10.21

Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 312.917.7700

June 30, 2009

Mr. Alan G. Berkshire

363 S. Las Palmas Ave.

Los Angeles, CA 90020

Dear Alan:

As we have discussed, you will cease to be an employee or executive officer of Nuveen Investments, Inc. (the “Company”) or any of its affiliated companies as of the close of business on June 30, 2009 (“Date of Termination”). Following the Date of Termination, in the manner and on the terms set forth below, the Company shall provide all of the payments and benefits specified in Section 4(a) of your employment agreement with the Company dated January 1, 2008 (the “Employment Agreement”), provided that, as provided in the Employment Agreement, you agree to the general release of claims below. You acknowledge that your obligations under Section 5 of the Employment Agreement remain in the full force and effect in accordance with their terms.

Unless you have revoked the release set forth herein:

Within 30 days of the Date of Termination, pursuant to Section 4(a)(i) of the Employment Agreement, you will receive an amount equal to $2,700,000 representing the sum of (a) the Enhanced Severance Amount (as defined in the Employment Agreement) plus (b) one-half (1/2) of the Prior Bonus (as defined in the Employment Agreement).

Beginning on the Date of Termination, the Company will provide the benefits set forth in Section 4(a)(ii) of the Employment Agreement. These benefits shall include, without limitation, and in accordance with the Company’s policy, a payment of $157,187.01 under the Nuveen Investments, LLC Excess Benefit Retirement Plan, which payment shall occur within 30 days of the Date of Termination in accordance with the Company’s policy.

With regard to the matters set forth in Section 4(a)(iii) of the Employment Agreement, the following shall occur:

With respect to the Class A Units of Windy City Investments Holdings, LLC (“Windy City”) that you purchased, the Company will recommend to the Board of Managers of Windy City that the repurchase rights with respect to those Class A Units under the Amended and Restated Unitholder Agreement between Windy City and you be waived.

With respect to the Class B Units of Windy City granted to you, within 30 days of the Date of Termination, 5,833 vested Class B Units (out of a total of 27,778 originally granted) will be repurchased for $.05 per unit and unvested Class B Units will be forfeited in accordance with the Class B Unit Grant Agreement and the Amended and Restated Unitholder Agreement between Windy City and you.

You acknowledge and agree that, other than as set forth herein, you are not entitled to and will not receive any additional compensation, payments or benefits of any kind from the Company or its affiliates, and that no representations or promises to the contrary have been made to you.

Berkshire Release of Claims

In consideration of the payments and benefits under Section 4(a) of the Employment Agreement, you hereby agree on behalf of yourself, your heirs and assigns to release and forever discharge the Company and its related companies, and their past, present and future partners, agents, officers, shareholders, investors, directors, employees, contractors, subsidiaries, divisions, parents, and affiliates (“Company Released Parties”) from any and all claims, charges, demands, suits, causes or rights of action, at law or equity or otherwise, including but not limited to claims, charges, demands, suits, causes or rights of action relating to breach of contract or public policy, claims arising under Title VII of the Civil Rights Act, the Age Discrimination and Employment Act (ADEA), the Americans with Disabilities Act (ADA), the Family Medical Leave Act (FMLA), the Older Workers Benefits Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business & Professions Code, the California Constitution, claims for any type of discrimination, injury, additional compensation or fringe benefits, and any and all rights to or claims for continued employment, attorneys fees or damages (including contract, compensatory, punitive or liquidated damages) or equitable relief, which you have as of or had prior to the Date of Termination, or which your heirs, executors, or assigns can or shall have, against any or all of them, whether known or unknown, on account of or arising out of or relating in any way to your relationship with any of the Company Released Parties (individually, “Berkshire Claim,” and collectively, “Berkshire Claims”) provided that you are not releasing any claims against the Company that (i) arise under this Agreement or (ii) arise after execution of this Agreement, including any claims with regard to your ongoing ownership of Class A Units of Windy City.

You further acknowledge that this release of Berkshire Claims covers any and all rights and benefits you have or may have in the future with respect to events occurring on or prior to the Date of Termination, whether known or unknown, and that you waive any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You shall be deemed to have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to §1542 of the California Civil Code with respect to events occurring on or prior to the Date of Termination.

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You represent and warrant that you have not assigned or transferred, or purported to assign or transfer, to any person or entity, any Berkshire Claim or any portion thereof or interest therein.

Nothing in this Agreement will waive, relinquish, diminish, or in any way affect (i) any rights or claims that, as a matter of law, cannot be released or waived including any rights you may have to recover vested benefits under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) your rights to any payments or benefits the Company is required to pay or provide pursuant to the terms of this Agreement; or (iii) your rights to indemnification under the Company’s governing documents, by any agreement, under any applicable law or otherwise.

You acknowledge and agree that you have had the opportunity to consider the terms of this letter agreement for at least 21 days. You agree that any modification to this letter agreement, material or otherwise, does not restart, extend or affect in any way this original 21-day consideration period. You also have the right to revoke your assent to this letter agreement at any time within seven (7) days of your signing it by delivering written notification of such revocation to Robert Luse, Vice President of Human Resources of the Company. If you revoke this letter agreement, all other terms stated above, including your rights to payments under this letter agreement, shall be void and of no effect. You further acknowledge that you have, in fact, carefully reviewed this letter agreement and that you understand it; that you are entering into it voluntarily and of your own free will; and that you have been advised to review this letter agreement with an attorney of your own choice before signing it.

Company Release of Claims

In consideration of your release of the Company for the matters set forth herein, the Company hereby agrees on behalf of itself and its assigns to release and forever discharge you and your heirs and permitted assigns from any and all claims, charges, demands, suits, causes or rights of action, at law or equity or otherwise, including but not limited to claims, charges, demands, suits, causes or rights of action relating to breach of contract or public policy, claims for any type of discrimination, injury, and any and all other rights or claims, attorneys fees or damages (including contract, compensatory, punitive or liquidated damages) or equitable relief, which the Company, has as of or had prior to, the Date of Termination or which its successors or assigns can or shall have, against you (or your estate), whether known or unknown, on account of or arising out of or relating in any way to the Company’s relationship with you (or your estate) (individually, “Company Claim,” and collectively, “Company Claims”) provided that the Company is not releasing any claims against you that (i) allege willful misconduct, (ii) arise under this Agreement, (iii) arise under the surviving provisions of Section 5 of the Employment Agreement, or (iv) arise after execution of this Agreement.

The Company represents and warrants that it has not assigned or transferred, or purported to assign or transfer, to any person or entity, any Company Claim or any portion thereof or interest therein.

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Consulting Services

During the period beginning on your Date of Termination and ending on December 31, 2009 (the “Consulting Period”), you agree to provide consulting services to the Company. Notwithstanding the foregoing, either you or the Company may terminate the Consulting Period prior to December 31, 2009 upon 30 days prior written notice to the other party and the Company may terminate the Consulting Period at any time for (i) the willful engaging by you in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company and its affiliates, (ii) the conviction of a felony or entry of a guilty or nolo contendere plea by you with respect thereto, or (iii) a material breach of Section 5(a) or 5(b) of the Employment Agreement.

As compensation for your consulting services, the Company will pay you US $10,000 per calendar month during the Consulting Period in accordance with the usual payroll practices of the Company for the provision of consulting services. The Company will also reimburse you for reasonable out of pocket expenses incurred by you in providing consulting services hereunder, including parking at the Los Angeles office.

During the Consulting Period, you agree to provide transition, consulting and other related services to the Company, as may be reasonably requested from time to time by the Company’s Chief Executive Officer (“CEO”) consistent with your position as former Senior Executive Vice President of the Company. You further agree to assist in providing an effective transition of your executive responsibilities. You agree to make yourself reasonably available as requested by the Company’s CEO and to develop a mutually acceptable work schedule during the term of your consulting engagement. You shall diligently and competently perform the services requested hereunder and use reasonable efforts in connection with the performance of such services. During any calendar month of the Consulting Period, you shall not be expected to provide more than approximately 25 hours of consulting services. During the Consulting Period, you agree to be available to the Company and its related companies to respond to requests for information pertaining to or relating to the Company and its related companies, or any of their agents, officers, directors or employees which may be within your knowledge.

During the Consulting Period, your relationship to the Company will be as an independent contractor and nothing contained in this Agreement shall be construed to imply that you will be an employee of the Company for any purpose, including, without limitation, withholdings for purposes of Social Security or income taxes, or entitlement to any insurance, retirement or other employee benefits offered by the Company. You acknowledge that the Company will not be withholding any federal, state, local or social security taxes and that you are solely responsible for the payment of all such taxes. As an independent contractor of the Company, you agree to abide by, and comply with, all federal, state and local laws insofar as they relate to the filing of all necessary forms and the payments of all amounts relating to any and all withholding amounts and taxes, including but not limited to, income taxes (corporate or individual), workers’ compensation, social security taxes, and/or unemployment compensation.

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Miscellaneous

You and the Company each agree and acknowledge that certain rights, obligations and restrictions shall survive the termination of your employment, which for all purposes of the Employment Agreement occurs on the Date of Termination.

You agree to return to the Company and/or its related companies, by no later than the end of the Consulting Period, all company-related property, equipment, supplies, computers, phones, keys, key cards, files and documents (and all copies thereof). During the Consulting Period the Company shall continue to provide you access to an office in the Company’s Los Angeles and Chicago offices (though not necessarily your current office) as well as use of a laptop and Blackberry, access to Company email and related support and access to other Company resources as are necessary to provide the consulting services requested by the CEO provided that you will have no access to any investment related information relating to the Company and its affiliates’ investment management teams or registered investment advisers.

In the Form U5 termination statement to be filed by the Company with FINRA, the termination of your employment shall be referred to as a voluntary resignation, and no additional description shall be included. You and your counsel shall have the right to review the completed Form U5 prior to the Company filing it with FINRA.

As of the Date of Termination, you will no longer be considered an employee or affiliate of the Company or any of its affiliated companies (other than as required to obtain the benefits set forth in this letter agreement), and you will not be an “access person,” as defined by Rule 204A-1 under the Investment Advisers Act of 1940, as amended, with respect to any of the Company’s or its affiliates’ investment teams or registered investment advisers, provided however that you remain subject to (1) the continuing obligations under the Employment Agreement and otherwise with respect to preservation and non-disclosure of the Company’s confidential information, trade secrets and client portfolio information, and (2) obligations under the federal securities laws in respect of trading or communicating any material non-public information that you were privy to as a Company employee or will be privy to as a result of your consulting arrangement. During the Consulting Period, you will not be considered an employee of the Company or any of its affiliated companies, and will not be subject to the compliance codes and restrictions applicable to employees in any manner, including with respect to securities trading.

The Company shall not make any public disclosure regarding your termination or subsequent separation from the Company without providing you with a copy of such disclosure and at least 48 hours in which to comment on such disclosure. The Company shall reasonably consider such comments; provided, that the Company shall retain control over the final content of such disclosure. For purposes of this paragraph, “public disclosure” shall exclude any disclosure over which the Company does not have control.

This letter agreement shall be binding upon and inure to the benefit of the respective successors, heirs, assigns, administrators, executors and legal representatives of the parties and other entities described herein.

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No change to this letter agreement will be valid unless in writing and signed by the Company and you. Please confirm your acceptance of these terms by signing on the space provided below and returning this letter agreement to the Company.

NUVEEN INVESTMENTS INC.
By:	/s/ Robert P. Luse
Its:	EVP, HR

Accepted this 30th day of June, 2009

/s/ Alan G. Berkshire

Alan G. Berkshire

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EX-10.22

Exhibit 10.22

NUVEEN INVESTMENTS 2009 MUTUAL FUND INVESTMENT PLAN

Nuveen Investments, Inc. (the “Company”) hereby establishes the Nuveen Investments 2009 Mutual Fund Investment Plan for the benefit of eligible Participants (as hereinafter defined) for the purposes hereinafter set forth.

ARTICLE I

DEFINITIONS

Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is intended, the initial letter of the word is capitalized:

“Affiliate” means any corporation, including a Nuveen Subsidiary, that is a parent or subsidiary corporation (as Code Sections 424(e) and (f) define those terms) with respect to the Company.

“Award” shall mean an award of Restricted Units.

“Award Agreement” means an agreement entered into between the Company and a Participant setting forth the terms and provisions applicable to an Award or Awards granted to the Participant.

“Award Date” shall mean, with respect to any Award, the date of the grant or award as specified in the Award Agreement.

“Beneficiary” shall mean (i) in the event of the Disability or incompetence of a Participant, the person or persons who shall have acquired on behalf of such Participant by legal proceeding or otherwise the right to receive the benefits specified under this Plan, or (ii) in the event of a Participant’s death, the person, persons, trust or trusts that the Participant has designated in his or her most recent written beneficiary designation filed with the Company in accordance with Section 10.2, to receive the benefits specified under this Plan, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

“Board” shall mean the board of directors of the Company.

“Cause” shall have the meaning set forth in any employment, consulting, or other written agreement between an Employer and the Participant.  If there is no employment, consulting, or other written agreement between an Employer and the Participant, or if such agreement does not define “Cause,” then “Cause” shall mean (i) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or an Affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Board or its representatives, which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant’s duties; (ii) the willful engaging by the Participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its Affiliates; (iii) conviction of a felony or entry of a guilty or nolo contendere plea by the Participant with respect thereto; (iv) to the extent applicable, a material breach by the

Participant of the restrictive covenants included in the Participant’s employment agreement; or (iv) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure of the Participant’s Employer, that is materially and demonstrably injurious to the Company or an Affiliate.  For purposes of this provision, no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s act or omission was in the best interests of the Company.  Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.

“Change of Control” means (i) a Sale of the Company (as defined in the LLC Agreement on the date hereof) or (ii) any other transaction or series of related transactions that both (A) is a transaction or series of transactions which would result in an “assignment” of investment advisory contracts or investment management contracts of the Company and Nuveen Subsidiaries having occurred under the Investment Company Act or the Investment Advisers Act, and (B) results in any Person and its Affiliates (other than Madison Dearborn) holding Securities with a greater Liquidation Value than Madison Dearborn collectively holds immediately following such transaction or series of related transactions (as all capitalized terms used in this clause (ii) are defined in the LLC Agreement on the date hereof).  For the avoidance of doubt, the definition of Change in Control as used in this Plan may be amended only as provided in Article VIII of this Plan.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” shall mean Nuveen Investments, Inc., and its successors.

“Good Reason” shall have the specific meaning set forth in any written employment or consulting agreement between an Employer and the Participant.  If the Participant is not a party to a written employment or consulting agreement with an Employer, or if such agreement does not define “Good Reason,” then the concept of “Good Reason” as used in this Plan, and rights or obligations attendant thereto, shall not apply to the Participant.

“Disability” shall have the meaning set forth in any employment, consulting, or other written agreement between an Employer and the Participant.  If there is no employment, consulting, or other written agreement between an Employer and the Participant, or if such agreement does not define “Disability,” then “Disability” shall mean the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Participant’s duties and obligations to the Company or any of its Affiliates or, if applicable based on the Participant’s position, to participate effectively and actively in the management of the Company or any of its Affiliates for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board.  A Disability shall be deemed to have occurred on the date that either the Participant or the Participant’s personal representative or legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or on such other date as the parties shall mutually agree.

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“Effective Date” shall mean June 30, 2009.

“Employee” means a person employed by the Company or an Affiliate in a common law employee-employer relationship.

“Employer” shall mean the Company with respect to its employees and each Affiliate or Nuveen Subsidiary with respect to its employees.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” of a share of a Fund shall mean (i) with respect to each Fund that is an open-end investment company, such Fund’s net asset value per share, which is determined as of the close of trading (normally 4:00 p.m. New York time) on each day the New York Stock Exchange is open for business and (ii) with respect to each Fund that is a closed-end investment company, the last sales prices on the exchange or market designated by the Fund as the principal exchange for the Fund’s common shares.  Net asset value is calculated for each class of shares of each Fund that is an open-end investment company by taking the value of the class’ total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of shares outstanding.  The result, rounded to the nearest cent, is the net asset value per share.  All valuations are subject to review by the Funds’ Board of Trustees or its delegate.  “Fair Market Value” of other property shall be determined by the Company.

“Fund” shall mean a registered investment company, as defined in the Investment Company Act, sponsored by the Company or a Nuveen Subsidiary.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

“LLC Agreement” shall mean the Windy City Investments Holdings, LLC Amended and Restated Limited Liability Agreement dated as of November 13, 2007.

“Nuveen Subsidiary” shall mean any corporation, limited liability company, or other entity, of which 50% or more of the normal voting power for the election of directors or other managers is owned, directly or indirectly, by the Company.

“Participant” shall mean an Employee to whom the Company has granted an Award under the Plan.

“Plan” shall mean this Nuveen Investments 2009 Mutual Fund Investment Plan.

“Restricted Unit” shall mean a share in one or more Funds, or the notional value of such a share, as set forth in an Award Agreement, subject to restrictions on transferability, a risk of forfeiture, and certain other terms and conditions under the Plan or specified in an Award Agreement.  The restrictions on and risk of forfeiture of Restricted Units generally will expire on a specified date, upon the occurrence of an event and/or on an accelerated basis under certain circumstances specified in the Plan or an Award Agreement.

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“Restriction Period” means the period during which the transfer of Restricted Units is limited in some way, as set forth in an Award Agreement, or the Restricted Units are not vested.

“Service” means the provision of services to the Company or its Affiliates in the capacity of an Employee.

“Termination of Service” shall mean a cessation of the employee-employer relationship between a Participant and an Employer (other than by reason of transfer of the employee to another Employer), or the consummation of a transaction whereby a Participant’s Employer (other than the Company) ceases to be an Affiliate.

ARTICLE II

ESTABLISHMENT, PURPOSE AND DURATION OF THE PLAN

2.1           Purpose.  The purposes of the plan are to enable the Company and certain Affiliates (including a Nuveen Subsidiary) to attract and retain exceptionally qualified Employees upon whom the sustained growth and profitability of the Company and certain Affiliates (including a Nuveen Subsidiary) will depend in large measure, to provide added incentive for such individuals to enhance the value of the Company and its Affiliates.

2.2           Effective Date and Duration of the Plan.  The Plan will commence on the Effective Date, as described in Article I.  The Company may make Awards under the Plan at any time after the Effective Date and before the termination of the Plan.  The Plan will terminate on the date on which the Company terminates the Plan in accordance with Article VIII; provided, however, that upon Plan termination, all Awards outstanding under the Plan will continue to have full force and effect in accordance with the terms of the Award Agreement evidencing such Award.

ARTICLE III

ADMINISTRATION

3.1           In General.  The Company shall administer the Plan.  The Company may: (i) delegate any of its authority with respect to the Plan to any one or more of its officers or employees; and (ii) authorize any one or more of the Company’s officers or employees to execute and deliver documents on behalf of the Company.  No officer or employee of the Company or any other delegatee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan or any transaction hereunder.

3.2           Authority of the Company.  Subject to the express provisions of the Plan, the Company alone (and not any delegatee of the Company) shall have the authority to select individuals for participation in the Plan, determine the types, sizes, terms and provisions of Awards (which need not be identical), modify the terms of any Award, and authorize the exchange or replacement of Awards; provided, however, that no such modification, exchange or substitution shall be to the detriment of a Participant with respect to any Award previously granted without the affected Participant’s written consent.  Subject only to compliance with the express provisions of the Plan, the Company may act in its sole and absolute discretion in performing the duties specifically set forth in the preceding sentence and other duties under the Plan.

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The duties of the Company or its delegatee shall also include, but shall not be limited to, making disbursements and settlements of Awards, creating trusts, and determining whether to accelerate the vesting of, or the lapsing of restrictions or risk of forfeiture with respect to Restricted Units.  Subject only to compliance with the express provisions of the Plan, the Company or its delegatee may act in its sole and absolute discretion in performing the duties specifically set forth in the preceding sentence and other duties under the Plan.

3.3           Company’s Decisions Binding.  Subject to Section 3.1 above and the express provisions of the Plan, the Company or its delegatee shall have the authority to construe and interpret the Plan and any Award Agreement, to define the terms used in the Plan and any Award Agreement, to prescribe, amend and rescind rules and regulations relating to administration of the Plan and to make all other determinations necessary or advisable for the administration of the Plan.  The determinations of the Company or its delegatee on the foregoing matters shall be conclusive and binding on all parties.

ARTICLE IV

ELIGIBILITY AND PARTICIPATION

4.1           Eligibility.  An Employee may be eligible to receive an Award and participate in the Plan upon selection and approval by the Company.

4.2           Participants.  An individual who has received an Award may, if otherwise eligible, be granted additional Awards if the Company shall so determine, but no individual will have the right to receive an Award under the Plan, or, having received any Award, to receive a future Award.  Awards granted under the Plan may be terminated or forfeited upon the occurrence of such events or in such circumstances, including at or following a Participant’s Termination of Service, as specified in the Plan or an Award Agreement.

ARTICLE V

AWARDS UNDER THE PLAN

5.1           In General.  The Company may award Restricted Units in accordance with the provisions of the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan.  Awards granted under the Plan may be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate, or any other right of a Participant to receive payment from the Company or an Affiliate.

After the Company has approved the grant of an Award to a Participant and established the applicable terms and conditions of the Award applicable to such Participant, such Participant shall be given written confirmation of such Award.

ARTICLE VI

RESTRICTED UNITS

6.1           Grant of Restricted Units  Subject to the terms and provisions of the Plan, the Company may, at any time and from time to time, grant Restricted Units to any individual listed

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in Section 4.1 in the number and form, and subject to such restrictions on transferability and such other restrictions as the Company may determine in its discretion.

6.2           Award Agreement.  Each grant of Restricted Units will be evidenced by an Award Agreement that specifies the Restriction Period, the number of Restricted Units granted, and such other provisions as the Company determines.

6.3           Other Restrictions.  The Company may impose such other conditions or restrictions on any Restricted Units as it deems advisable, including, without limitation, restrictions based upon the achievement of specific performance objectives (Company-wide, business unit, individual, or any combination of them), time-based restrictions on vesting, clawback provisions and restrictions under applicable federal or state securities laws.  The Company may provide that restrictions established under this Section 6.3 as to any given Award will lapse all at once or in installments.

6.4           Vesting of Awards.  Except as otherwise provided in this Article VI or in the applicable Award Agreement, shares of the Funds covered by each Restricted Units grant will become freely transferable by the Participant after the last day of the applicable Restriction Period.

6.5           Termination of Service.  Each Award Agreement will set forth the extent to which the Participant has the right to retain unvested Restricted Units after his or her Termination of Service.  These terms will be determined by the Company, in its sole discretion, need not be uniform among all Awards of Restricted Units, and may reflect, among other things, distinctions based on the reasons for termination of Service.

6.6           Voting and Dividend Rights.  During the Restriction Period and through the date such Restricted Units are forfeited pursuant to Section 6.2, 6.3 or 6.5, a Participant shall not have voting rights with respect to Restricted Units, unless otherwise set forth in the applicable Award Agreement.  The dividend rights of a Participant, if any, with respect to Restricted Units shall be as set forth in the applicable Award Agreement.

6.7           Funded Awards.  Notwithstanding the foregoing and as provided in an Award Agreement, an Award may in the Company’s discretion be funded through an irrevocable nonexempt employees’ trust that is intended to be a taxable trust pursuant to Sections 641 et seq. of the Code (and not intended to be a “grantor trust” pursuant to Sections 671 through 679 of the Code) and, to the extent applicable, comply with Revenue Ruling 2007-48

6.8           Unfunded Awards.  In lieu of an Award being made pursuant to Section 6.1 or Section 6.7 above, a notional account may be established pursuant to an Award, as provided in the Award Agreement and subject to the restrictions of the Award, (a) under which an amount equal to the value underlying shares of the Award or some other unit of measurement as specified in the Award Agreement shall be credited and (b) the ongoing value of such account shall be the Fair Market Value of any unvested and unpaid underlying shares.  The account shall be payable in cash or in underlying shares of the Award, as provided in the Award Agreement.

6.9           Code Section 409A.  Notwithstanding anything in the Plan or an Award Agreement to the contrary, all distributions and payments to Participants under the Plan shall be

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structured so as to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exception for short-term deferrals.

ARTICLE VII

RESTRICTIVE COVENANTS

Notwithstanding any other provision of this Plan to the contrary, if a Participant breaches any non-compete, non-solicitation, non-disclosure or other provisions of an employment, consulting, or other written agreement between an Employer and the Participant, whether during or after Termination of Service, in addition to any other penalties or restrictions that may apply under such agreement, state law, or otherwise, the Participant will forfeit any and all unvested Awards granted to him or her.

ARTICLE VIII

AMENDMENT AND TERMINATION OF PLAN AND AWARDS

Notwithstanding anything herein to the contrary, the Company may, at any time and from time to time, terminate or suspend the Plan or amend or modify any of its provisions and the terms and provisions of any Awards theretofore made to Participants that have not been settled; and provided, further, that, without the consent of an affected Participant, no termination, suspension, amendment, or modification of the Plan or any outstanding Award may impair the rights of such Participant under any Award theretofore granted.

ARTICLE IX

RESTRICTIONS ON TRANSFERABILITY

Except as otherwise provided by the Company, Awards under the Plan are not transferable other than to a Beneficiary designated by the Participant in the event of a Participant’s death, or by will or the laws of descent and distribution.

Except as otherwise provided in a Participant’s Award Agreement, no Restricted Units granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, or pursuant to a domestic relations order (as defined in Code Section 414(p)).  All rights with respect to Restricted Units will be available during the Participant’s lifetime only to the Participant or his or her guardian or legal representative.  The Company may, in its discretion, require a Participant’s guardian or legal representative to supply it with the evidence the Company deems necessary to establish the authority of the guardian or legal representative to act on behalf of the Participant.

ARTICLE X

OTHER PROVISIONS

10.1         Awards Subject to Applicable Laws.  The grant of Awards hereunder shall be subject to all applicable rules and regulations of governmental authorities.  Each Award shall be subject to the requirement that, if at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental

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regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase of shares thereunder, the Company’s obligation to deliver shares shall be conditioned upon such listing, registration, qualification, consent or approval, which shall have been effected or obtained free of any conditions not acceptable to the Company.

10.2         Beneficiary Designation.  Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case the Participant should die before receiving any or all of his or her Plan benefits.  Each beneficiary designation will revoke all prior designations by the same Participant, must be in a form prescribed by the Company, and must be made during the Participant’s lifetime.  If the Participant’s designated beneficiary predeceases the Participant or no beneficiary has been designated, benefits remaining unpaid at the Participant’s death will be paid to the Participant’s estate or other entity described in the Participant’s Award Agreement.

10.3         Rights of Participants and Beneficiaries.

(a)           Nothing contained in the Plan (or in any documents evidencing an Award) shall confer upon any Participant any right to continue in the Service or employ of his or her Employer or constitute any contract or agreement of employment or Service, or interfere in any way with the right of such Employer to reduce such Participant’s compensation from the rate in effect at the time of an Award or to terminate such Participant’s employment or Service with or without cause, but nothing contained herein or in any document evidencing an Award shall affect any other contractual rights of a Participant.  No Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants.

(b)           All settlements of Awards shall be made hereunder only to the Participant or his or her Beneficiary entitled thereto pursuant to the Plan.  Neither the Company nor any Affiliate shall be liable for the debts, contracts, or engagements of any Participant or his or her Beneficiary, and rights relating to Awards under this Plan may not be taken in execution by attachment or garnishment, or by any other legal or equitable proceeding while in the hands of an Employer; nor shall any Participant or his or her Beneficiary have any right to assign, pledge or hypothecate any benefits or rights hereunder.

10.4         Governing Law.  To the extent not preempted by federal law, this Plan, any Award Agreement, and documents evidencing Awards or rights relating to Awards shall be construed, administered and governed in all respects under and by the laws of the State of Delaware, without giving effect to its conflict of laws principles.  If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

10.5         Withholding.  The Company (or if the Award is funded through a trust pursuant to Section 6.7, a trustee) shall have the right to deduct any sums that federal, state, local or foreign tax laws may require to be withheld with respect to Awards, settlement of Awards, and the payment of dividends and interest with respect to Awards.

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Unless the Award Agreement permits the Participant to pay the required withholding amount in cash, upon the vesting of Restricted Units the Company (or, if the Award is funded through a trust pursuant to Section 6.7, a trustee) will withhold the minimum portion of the underlying Restricted Units that have vested necessary to satisfy its tax withholding obligation.  Subject to the rules and regulations of the Company, this authority shall permit (but shall not obligate) the Company or trustee to withhold and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, including tax obligations in excess of mandatory withholding requirements (but not in excess of the maximum marginal tax rate).  The Company may also require, as a condition to issuing or delivering Fund shares or to payment of dividends or interest with respect to Awards, that the Participant pay to the Company or trustee any sums that may be required to satisfy any applicable withholding tax, and unless otherwise determined by the Company, the minimum withholding requirement may be settled with Fund shares, including underlying Restricted Units that are part of the Award, that give rise to the withholding requirement, in accordance with procedures established by the Company.  The Company shall not have an obligation to advise any Participant of the existence of any tax or the amount that the Company or trustee will be required to withhold.

10.6         Awards to Foreign Nationals and Employees Outside the United States.  To the extent the Company deems it necessary, appropriate or desirable to comply with foreign law of practice and to further the purposes of this Plan, the Company may, without amending the Plan, (i) establish rules applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Participants in accordance with those rules.

10.7         Notice.  Any notice or other communication required or permitted under the Plan must be in writing and must be delivered personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender’s expense.  Notice will be deemed given when delivered personally or, if mailed, three days after the date of deposit in the United States mail or, if sent by overnight courier, on the regular business day following the date sent.  Notice to the Company should be sent to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, IL 60606, Attention: General Counsel.  Notice to the Participant should be sent to the address set forth on the Company’s records.  Either party may change the address to whom the other party must give notice under this Section by giving the other party written notice of such change, in accordance with the procedures described above.

10.8         Indemnification.  Any individual or individuals to whom the Company has delegated authority under Article III of the Plan will be indemnified and held harmless by the Company from and against any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or as a result of any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken, or failure to act, under the Plan.  Each such person will also be indemnified and held harmless by the Company from and against any and all amounts paid by him or her in a settlement approved by the Company, or paid by him or her in satisfaction of any judgment, of or in a claim, action, suit or proceeding against him or her and described in the previous sentence, so long as he or she gives the Company an opportunity, at its own expense, to handle and defend the claim, action, suit or proceeding before he or she undertakes to handle and defend it.  The foregoing right of indemnification will not be exclusive of any other rights of indemnification to

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which a person who is or has been a member of the Company may be entitled under the Company’s Charter or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify him or her or hold him or her harmless.

10.9         Legal Construction.

(a)           Except where otherwise indicated by the context, any plural term used in this Plan includes the singular and a singular term includes the plural.

(b)           The granting of Awards and the issuance of Fund shares and/or cash payouts under the Plan will be subject to all applicable laws, rules, and regulations, and to any approvals by governmental agencies or national securities exchanges as may be required.

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EX-10.23

Exhibit 10.23

, 2009

Name

Re:          Mutual Fund Award Agreement

Dear                 :

I am pleased to confirm that Nuveen Investments, Inc. (the “Company”) has awarded to you <<total # of units>> Restricted Units (the “Award”) under the Nuveen Investments 2009 Mutual Fund Investment Plan (the “Plan”), with a market value of <<$xxx>> as of June 30, 2009  The Restricted Units represent shares of mutual funds sponsored by the Company.  The amount and type of mutual funds comprising the Restricted Units awarded to you hereunder are described on Exhibit A hereto.  This Award is effective as of June 30, 2009 (the “Effective Date”).  As soon as practicable after the Effective Date of this Award, the Company will cause the irrevocable nonexempt employees’ trust created under the Plan (the “Trust”) to purchase the mutual fund shares underlying this Award and deposit them to an account in your name under the Trust.  The units underlying this Award may increase or decrease in value, and the Company makes no guarantee as to the ongoing value of such underlying units.

The terms and conditions of this Award are governed by the Plan, the Trust (copies of which will be provided to you separately) and this Award Agreement.  Unless otherwise defined herein, terms used in this Award Agreement have the meanings assigned to them in the Plan.  In the event of any inconsistency between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan shall govern.

To the extent not preempted by federal law, this Award Agreement shall be construed, administered and governed in all respects under and by the laws of the State of Delaware, without giving effect to its conflict of laws principles.

Normal Vesting Schedule

Except as provided below and in the Plan, the Restricted Units in this Award will vest in 50% installments on each June 30 of 2010 and 2011, respectively, provided you have remained continuously employed by the Company or an Affiliate through such date.  As soon as reasonably practicable following each applicable vesting date, the Trust will transfer the vested portion of the Award to you, and in all cases such transfer shall be made so as to comply with the exception for short-term deferrals in Section 409A of the Code.

All unvested Restricted Units will vest upon a Change of Control (as defined in the Plan), provided you have remained continuously employed by the Company or an Affiliate through the date such Change of Control occurs.

Tax Withholding Upon Vesting

Upon vesting (whether such vesting is based on the normal time-based vesting schedule, a Change of Control, or a termination as described below), the Trust will withhold the minimum portion of the Restricted Units that have vested necessary to satisfy its tax withholding obligation.

Dividend Rights

Upon the Effective Date, you shall have the right to receive all dividends, interest and capital gains paid with respect to the Restricted Units of this Award.  Such income will be paid to you by the Trust in cash net of withholding on a quarterly basis, providing you have remained continuously employed by the Company or an Affiliate through the end of the quarter for which the income is to be paid.

Other Terms and Conditions

Unvested Restricted Units will be forfeited in the event of termination of your employment with the Company and its subsidiaries or Affiliates, unless such termination is due to (i) your death, (ii) your Disability, (iii) a termination by the Company without Cause, or (iv) a termination by you as a result of Good Reason (but only where provided in an employment, consulting, or other written agreement).  Where your employment is terminated prior to one of the applicable vesting dates for one of the reasons set forth in the previous sentence, a pro-rata portion of the Award that would have otherwise vested on the next vesting date shall become vested.  This pro-rata amount will be determined by multiplying the portion of the Award that would have become vested on the next vesting date times a fraction, the numerator of which shall be the number of full months in the period beginning with either (i) the Effective Date if such termination occurs prior to the 2010 vesting date or (ii) the next day following the 2010 vesting date if such termination occurs after the 2010 vesting date (in either case, the “Beginning Date”), and ending on last day of the month in which the termination date occurs, and the denominator of which shall be the number of months from the Beginning Date to the next vesting date following the termination date.  For the avoidance of doubt, if your employment is terminated prior to the 2010 vesting date for one of the reasons set forth in the first sentence of this paragraph, you shall forfeit 100% of the unvested portion of the Award that would have otherwise vested on the 2011 vesting date.

Very truly yours,

NUVEEN INVESTMENTS, INC.

By:

EXHIBIT A

Mutual Fund Shares

Fund Name	Ticker Symbol	NAV as of 6/30/09	# Shares
<<>>	<<>>	<<>>	<<>>
			<<Total>>

EX-12

Exhibit 12

Nuveen Investments Inc. & Subsidiaries

Computation of Earnings to Fixed Charges

(in thousands)

	Predecessor					Successor
					January 1, 2007	November 14, 2007					Six Months Ended June 30,
	2004		2005	2006	to November 13, 2007	to December 31, 2007*			2008*		2008*		2009*
Earnings:
Income/(loss) before income taxes	$	252,506	278,839	308,604	200,124	(47,565		)	(2,139,075	)	(10,325	)	$	(61,022	)
Fixed charges	16,061		31,868	44,028	34,916	40,982			291,036		144,896		142,336
Earnings as defined	268,567		310,707	352,632	235,040	(6,583		)	(1,848,039	)	134,571		81,314
Fixed charges:
Interest expense, including amortization of premiums, discounts, and capitalized expenses related to indebtedness	12,513		27,917	39,553	30,393	40,306			285,334		142,125		139,346
Interest component of rent expense (one-third of rent expense)	3,548		3,951	4,474	4,523	676			5,702		2,771		2,990
Total fixed charges	$	16,061	31,868	44,027	34,916	40,982			291,036		144,896		142,336
Ratio of earnings to fixed charges:	16.72		9.75	8.01	6.73	(0.16		)	(6.35	)	0.93		0.57
Deficiency	—		—	—	—	$	47,565		2,139,075		10,325		$	61,022

* Excludes Symphony CLO V.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Nuveen Investments, Inc.:

We consent to the use of our report dated March 27, 2009, except as to the retrospective adoption of SFAS No. 160 which is as of August 24, 2009, included herein and to the references to our firm under the headings “Summary Historical Consolidated Financial Data of Nuveen Investments,” “Selected Consolidated Financial Data for Nuveen Investments,” and “Experts” in the prospectus.

/s/ KPMG LLP

Chicago, Illinois

August 24, 2009

CORRESP

CORRESP

NUVEEN INVESTMENTS, INC.

August 24, 2009

Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C.  20549

Attention:  The Staff

Re:	Nuveen Investments, Inc. and the Subsidiary Guarantors
	Registration Statement on Form S-4

Ladies and Gentlemen:

This letter is being sent to you in accordance with the requirements set forth in the Morgan Stanley & Co. Incorporated (avail. June 5, 1991) no-action letter (the “Morgan Stanley Letter”), the Brown & Wood LLP (avail. February 7, 1997) no-action letter and the Shearman & Sterling (avail. July 2, 1993) no-action letter, relating to registered exchange offers.

Nuveen Investments, Inc. (the “Company”), Windy City Investments, Inc. and certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) are concurrently herewith filing with the Securities and Exchange Commission (the “Commission”) an Amendment No. 1 to Registration Statement on Form S-4 (as amended, the “Registration Statement”), relating to a proposed exchange offer (the “Exchange Offer”), whereby the Company would offer to exchange its 10 1/2% Senior Exchange Notes due 2015 and the guarantees thereof (the “Exchange Securities”) for an equivalent principal amount of its previously-issued and outstanding 10 1/2% Senior Notes due 2015 and the guarantees thereof (the “Outstanding Securities”).  The terms of the Exchange Securities and the Outstanding Securities are substantially identical in all respects, except that the Exchange Securities will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Outstanding Securities are not.

Pursuant to the requirements of the Morgan Stanley Letter, the Company hereby advises you that it is registering the Exchange Offer in reliance on the position of the staff of the Commission enunciated in the Exxon Capital Holdings Corporation (avail. April 13, 1989) no-action letter (the “Exxon Capital Letter”) and the Morgan Stanley Letter.  The Company further represents that it has not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the Exchange Securities to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person (including any broker-dealer) participating in the Exchange Offer will acquire the Exchange Securities in their ordinary course of business and will have no arrangement or understanding with any person to participate in the distribution of the Exchange Securities to be received in the Exchange Offer.  In this regard, the Company is making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any securityholder using the Exchange Offer to participate in a distribution of the Exchange Securities to be acquired in the registered Exchange Offer (1) cannot rely on the position of the

staff of the Commission enunciated in the Exxon Capital Letter or similar letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.  The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

In addition, the Company is making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any broker-dealer who holds Outstanding Securities acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Securities in exchange for such Outstanding Securities pursuant to the Exchange Offer, may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act (which prospectus delivery requirement may be satisfied with the Exchange Offer prospectus because it contains a plan of distribution with respect to such resale transactions) in connection with any resale of such Exchange Securities.  Further, the Company will include in the transmittal letter relating to the Exchange Offer a provision to the effect that, if the exchange offeree is a broker-dealer holding Outstanding Securities acquired for its own account as a result of market-making activities or other trading activities, such exchange offeree will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of such Outstanding Securities pursuant to the Exchange Offer (see the form of Letter of Transmittal filed as an exhibit to the Registration Statement).

The Company will commence the Exchange Offer for the Outstanding Securities after the Registration Statement is declared effective by the staff of the Commission.  The Exchange Offer will remain in effect for a limited time and will be conducted by the Company in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, including Rule 14e-1, to the extent applicable.

Please feel free to call Steven J. Gavin of Winston & Strawn LLP at (312) 558-5979 if you have any questions regarding this letter.

Sincerely,
NUVEEN INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	John L. MacCarthy
	Executive Vice President

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